Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Schedule 2.16 contains a true and complete list (and Seller has previously delivered to Buyer true and complete copies, other than those contracts referenced in (d) below) of all of the following documents or agreements, or summaries of material oral agreements or understandings, relating to the Business, the Acquired Assets, the Other Equipment or the Inventory to which, on the date of this Agreement, Seller is a party, or which relate to or affect Seller and the Business, the Acquired Assets, the Other Equipment, the Inventory or the Acquisition and all documents or agreements which may require any action or consent in connection with the Acquisition, as they may have been amended to the date hereof. In addition to the foregoing, Seller has previously delivered, or will deliver within 30 days of the Closing Date, true and complete copies of the referenced contracts and commitments, other than (i) the partnership or joint venture agreements relating to the GE C&I China Affiliates otherwise required by (b) below, (ii) the Backlog Contracts referenced in subpart (d) below, which will be listed in a summary format including customer name, price, shop-order number, product description, non-standard terms, warranty provisions, delivery dates and delivery locations and (iii) where redactions in copies are required by applicable law or regulation as determined in good faith by mutual agreement of the parties: (a) Part 3.14(aany agreement, contract or commitment with any party containing any covenant limiting the ability of Seller or the Business to engage in business or to compete in any location or with any person; (b) any partnership or joint venture agreement with any party or any arrangements with any party with respect to the sharing of or in the profits or revenues of the Sellers’ Disclosure Schedule sets forth a list Business or by Seller on behalf of the following Contracts Business in such partnership or joint venture, including any licensing, technology transfer or royalty agreements; (c) any agreement, contract or commitment relating to which either the future disposition or acquisition of any investment in any party or of any interest in any business enterprise involving the Business or the Acquired Assets, the Other Equipment or the Inventory; (d) any contract or commitment for the sale or furnishing of materials, supplies, merchandise, equipment or services relating to the Backlog Contracts; (e) any written agreement, instrument or other arrangement, or any unwritten agreement, contract, commitment or other arrangement, between or among Seller and any of the ▇▇▇▇▇▇▇▇ Companies is Affiliates of parties related to Seller or between or among business units of Seller; (f) any contract which grants to any person a party (collectivelypreferential or other right to purchase any of the Acquired Assets, the “Material Contracts”): Other Equipment or the Inventory; (g) any contract, agreement or commitment with respect to the discharge or removal of Hazardous Materials by or from the Acquired Assets, the Other Equipment or the Inventory. (h) any confidentiality agreement with any person relating to a potential transaction for the sale of all or substantially all of the ownership interests or Acquired Assets or the Inventory, or with respect to a merger, reorganization or other business combination transaction involving Seller with such other person; (i) a any other agreement or instrument material agreement with any senior executive that is to the Business, the Acquired Assets, the Other Equipment or the Inventory or not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into made in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that . There is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary no course of business; (v) an dealing, waiver, arrangement, understanding or side letter or agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject applicable to any obligation or liability under, any Material Contract that relates to the business of, or any such contract of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverySeller.

Contracts and Commitments. (a) Part 3.14(a) DISCLOSURE SCHEDULE 2.16, CONTRACT COMMITMENTS, which is attached hereto, contains a complete list of each contract and commitment of the Sellers’ Disclosure Schedule sets forth a list Seller that is material to the operations, assets, and business or financial condition of the following Contracts Company or that by its terms can reasonably be expected to require future payment by or to the Company of $10,000 or more, including but not limited to the following: (i) All employment contracts and commitments between the Company and its employees, other than those terminable by the Company at will and without payment or penalty; (ii) All collective bargaining agreements and union contracts to which either the Company is a party; (iii) All contracts or commitments, written or oral, with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or distribution of the ▇▇▇Company's products or services; (iv) All purchase orders issued by the Company in excess of $20,000, all sales orders received by the Seller in excess of $25,000 and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) All contracts and arrangements between the Company or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an "Affiliate"); (vi) All contracts and arrangements, written or oral, under which the Company is either a bailor or bailee including without limitation contracts for the bai▇▇▇▇▇ Companies of Aircraft; (vii) All agreements pursuant to which the Company acquired its Trade Name or a substantial portion of its assets; and (viii) All other contracts and commitments of the Company (excluding leases for the purpose of this Section 2.16(a)) and instruments reflecting obligations for borrowed money or for other indebtedness or guarantees thereof. (b) At the Purchaser's request, the Seller shall deliver or cause to be delivered to the Purchaser full and complete copies of the documents identified above and all such other agreements and instruments as the Purchaser may reasonably request. (c) The Seller is not a party to any written agreement that would restrict it from carrying on any line of business anywhere in the world. (collectivelyd) Each of the contracts listed on DISCLOSURE SCHEDULE 2.16 is valid and binding, and each of the “Material Contracts”): contracts binding on the Company (iwhether or not listed on DISCLOSURE SCHEDULE 2.16) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts has been entered into in the ordinary course of business. To Seller's knowledge, an agreement involving payment or neither the Company nor any other expenditure of more than One Hundred Thousand Dollars ($100,000) party hereto is in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under or in breach or violation of, and neither the Company nor any provision other party hereto has received notice of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation asserted claim of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each default by any other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity a breach or performance violation of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned contracts, agreements, and commitments described in this Section 2.16, including without limitation, any licensing or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) usage agreements with respect to the Knowledge of technology that the Sellers, no shareholder, officer, director, agent, employee, consultant Company now uses or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition currently intends and Confidentiality Agreements referred plans to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryuse.

Contracts and Commitments. (a) Part 3.14(aSet forth in Section 3.13(a) of the Sellers’ Company Disclosure Schedule sets forth a list of Letter is each contract, arrangement, commitment or understanding (whether written or oral) that the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company or any Subsidiary is a party (collectively, to or bound by as of the “Material Contracts”): date of this Agreement (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice a “material contract” (as such term is defined in Item 601(b)(10) of not longer than thirty (30Regulation S-K promulgated under the Securities Act) days and without liability, penalty to the Company or premiumany Subsidiary; (ii) a lease that materially restricts the conduct of personal property involving consideration any material line of business by the Company, or other expenditure the ability of the Company to operate in excess of One Hundred Thousand Dollars ($100,000) per annumany geographic area; (iii) except with or to a labor union (including any collective bargaining agreement); (iv) relating to indebtedness, borrowed money or the deferred purchase price of property or any guarantee in respect of any indebtedness of any person (other than the endorsement of negotiable instruments for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into collection in the ordinary course of business); (v) between the Company or any of the Subsidiaries, an agreement involving payment on the one hand, and any of the Company’s stockholders (in their capacity as such), on the other hand; (vi) for the receipt or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable 600,000 on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributorannual basis; (vii) a relating to the lease, ownership or use of any material license agreementIntellectual Property Rights; (viii) a material agreement under which Equipment Co. relating to the lease, indefeasible right of use, or other similar right of the Company to utilize fiber in its business; (ix) interconnection agreements of the Company; (x) relating to the lease of any real property or the location of any of the Company’s equipment, in each case to the extent that such point of presence is indebted for borrowed moneynecessary to deliver, transport or route telecommunications traffic of the Company representing in excess of $50,000 of the Company’s monthly recurring revenue; and (ixxi) an agreement with relating to or involving a customer partnership, joint venture or similar arrangement. Each contract, arrangement, commitment or understanding of Equipment Co.the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Letter, is referred to as a “Material Contract.” (b) Neither of With such exceptions that have not had, or would not reasonably be expected to have, individually or in the ▇▇▇▇▇▇▇▇ Companies aggregate, a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company or the applicable Subsidiary, as applicable, and, to the Knowledge of Sellersthe Company, none on each of the other parties to each Material Contract iscounterparties thereto, in breach, violation of or default under any provision of any Material Contract. Each Material Contract and is in full force and effect effect; (ii) the Company and represents a valid each Subsidiary has performed all obligations required to be performed by it to date under each Material Contract; and binding obligation of such ▇▇▇▇▇▇▇▇ (iii) neither the Company party thereto andnor any Subsidiary has received written notice of, or to the Knowledge Company’s Knowledge, knows of, the existence of Sellersany event or condition which constitutes, each other party thereto. To the Knowledge of the Sellersor, no event has occurred or circumstance exists that would give any Person the right (with or without after notice or lapse of time) to declare time or both, will constitute, a material default on the part of the Company or exercise any remedy under, or to accelerate of the maturity or performance of, or to cancel, terminate, or modify such Subsidiaries under any Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ The Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts available to Parent true and complete copies of all agreements relating to the salerights of way, design pole attachments, or provision of products other rights conveyed by municipalities or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other PersonGovernmental Entities, or any consideration having been paid or promisedother third parties, that is or would be in violation of any Law. (e) None necessary for the continued use and operation of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryCompany’s telecommunications network.

Contracts and Commitments. (a) Part 3.14(aExcept as filed as an exhibit to Visionics' SEC Reports, neither Visionics, the Visionics Subsidiaries, or the entities listed on Schedule 3.1(b) is a party to or bound by any oral or written contract, obligation or commitment of the Sellers’ Disclosure Schedule sets forth a list any type in any of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): categories: (i) a material agreement agreements or arrangements that contain severance pay, understandings with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilityrespect to tax arrangements, penalty understandings with respect to expatriate benefits, or premium; post-employment liabilities or obligations; (ii) a lease agreements or plans under which benefits will be increased or accelerated by the occurrence of personal property involving consideration any of the transactions contemplated by this Agreement, or other expenditure in excess under which the value of One Hundred Thousand Dollars ($100,000) per annum; the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) except for purchase agreements, contracts or sale orders for the purchase of materials or supplies or customer contracts entered into commitments currently in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for force relating to the disposition or acquisition of a material asset, assets other than in the ordinary course of business; , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) an agreement guarantees or other agreements, contracts or commitments under which provides Visionics or any of the Visionics Subsidiaries is absolutely or contingently liable for severance benefits upon termination (A) the performance of employment; any other person, firm or corporation (other than Visionics or the Visionics Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Visionics or the Visionics Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material agreement with a sales representative, dealer obligation on the part of Visionics or distributor; the Visionics Subsidiaries; (vii) a material license agreement; agreements, contracts or commitments which limit or restrict (A) where Visionics or any of the Visionics Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Visionics or any of the Visionics Subsidiaries; (viii) agreements, contracts or commitments containing any agreement with respect to a material agreement under which Equipment Co. is indebted for borrowed money; and change of control of Visionics or any of the Visionics Subsidiaries; (ix) an agreement with a customer agreements, contracts or commitments for the borrowing or lending of Equipment Co. money, or the availability of credit (b) Neither except credit extended by Visionics or any of the ▇▇▇▇▇▇▇▇ Companies is and, Visionics Subsidiaries to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into customers in the ordinary course of business and consistent with past practice practice); (x) any hedging, option, derivative or other similar transaction and have been entered into without any foreign exchange position or contract for the commission exchange of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Lawcurrency. (eb) None Neither Visionics nor any of the Sellers Visionics Subsidiaries, nor to Visionics' knowledge any other party to a Visionics Contract (as defined below), has breached, violated or may acquire any rights defaulted under, and none of the Sellers or received notice that it has breached, violated or may become subject to any obligation or liability defaulted under, (nor does there exist any Material Contract that relates condition under which, with the passage of time or the giving of notice or both, could reasonably be expected to the business ofcause such a breach, violation or default under), any material agreement, contract or commitment to which Visionics or any of the Visionics Subsidiaries is a party or by which any of them or any of their properties or assets owned may be bound (any such agreement, contract or used bycommitment, either ▇▇▇▇▇▇▇▇ Company a "VISIONICS CONTRACT"), other than any breaches, violations or defaults which individually or in the aggregate would not have a Visionics Material Adverse Effect. (c) Each Visionics Contract is a valid, binding and (ii) enforceable obligation of Visionics and to Visionics' knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have a Visionics Material Adverse Effect and to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of the Sellers, no shareholder, officer, director, agent, employee, consultant creditors' rights governing or contractor by general principles of either ▇▇▇▇▇▇▇▇ Company is bound by any Material equity. (d) An accurate and complete copy of each Visionics Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred has been made available to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryIdentix.

Contracts and Commitments. Except as set forth in the Company SEC Reports or on Section 3.10 of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries is a party to or bound by any agreement, contract, commitment or other written instrument of the following type: (a) Part 3.14(aany loan agreement, origination agreement, indenture, credit facility, securitization agreement, mortgage, security agreement, pledge agreement, deed of trust, bond, note, guaranty, surety, trust agreement and/or other agreement or instrument relating to (i) the borrowing of money or obtaining extensions of credit by the Company or any of its Subsidiaries or (ii) the loaning of money or granting extensions of credit (other than student loans) by the Company or any of its Subsidiaries; (b) any agreement pursuant to which the Company or any of its Subsidiaries has purchased, generated or sold student loans in excess of Five Million Dollars ($5,000,000) in principal amount; (c) any agreement relating to the extension of insurance or the providing of any guarantee, pursuant to the Higher Education Act of 1965, as amended (the “Higher Education Act”), by any federal agency or other entity of the Sellers’ Disclosure Schedule sets forth a list principal of and/or accrued interest on any student loan extended by the Company or any of its Subsidiaries; (d) any agreement by which the Company or any of its Subsidiaries services student loans for any third party or by which any third party services student loans for the Company or any of its Subsidiaries; (e) any open purchase order or contract for capital expenditures by the Company or any of its Subsidiaries in excess of One Million Dollars ($1,000,000); (f) any agreement for the lease of real property by the Company or any of its Subsidiaries; (g) any contract or agreement that subjects the Company or any of its Subsidiaries to restrictions on the competitive conduct of their businesses or prohibits or otherwise restricts the Company or any of its Subsidiaries from soliciting customers, vendors or employees of third parties; (h) any joint venture, partnership, royalty or similar agreement involving the sharing of profits and/or expenses between the Company or any of its Subsidiaries and any third party; (i) any business acquisition or divestiture agreement (or any letter of intent, term sheet or draft agreement relating to any such pending transaction); (j) any contract relating in whole or in part to the licensing to or from the Company or any of its Subsidiaries of any material Intellectual Property Right (as defined in Section 3.19(c)); (k) any contract or agreement with any Governmental Authority; (l) any material sales, marketing or advertising agreement; (m) any employment contract; (n) any student loan guaranty or surety agency agreement; or (o) any other contract, agreement or commitment (i) with respect to which the aggregate amount that could reasonably be expected to be paid by the Company or any of its Subsidiaries would exceed One Million Dollars ($1,000,000) in any twelve (12)-month period following the date of this Agreement, or (ii) that is otherwise material to the Company or any of its Subsidiaries. The Company has made available to Parent copies of all written contracts and commitments listed in Section 3.10 of the following Contracts to which either Company Disclosure Schedule, summaries of all oral contracts and commitments listed in Section 3.10 of the ▇▇▇▇▇▇▇▇ Companies is a party Company Disclosure Schedule, and all modifications and supplements thereto (collectively, the “Material Contracts”): ). Except as disclosed in Section 3.10 of the Company Disclosure Schedule (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither each of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract Contracts is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ effect, (ii) the Company party thereto or applicable Subsidiary, as the case may be, and, to the Knowledge of Sellers, each other party thereto. To the Knowledge knowledge of the SellersCompany, all other parties to the Material Contracts have, in all material respects, performed their obligations and are not in default under the Material Contracts, (iii) the Company or applicable Subsidiary, as the case may be, has not given or received any notice of default under any of the Material Contracts, (iv) no event has occurred or circumstance condition exists that would give any Person that, with the right (with or without notice or lapse giving of notice, the passage of time) to declare , or both, would constitute a default by the Company or exercise applicable Subsidiary, as the case may be, or, to the knowledge of the Company, any remedy other party under any of the Material Contracts, (v) neither the Company or applicable Subsidiary, as the case may be, nor, to the knowledge of the Company, any other party has waived, or extended the time for the performance of, any material obligations under the Material Contracts and (vi) neither the execution of this Agreement nor the consummation of the Offer or the Merger shall (A) constitute a default under, (B) give rise to cancellation rights under, (C) require the giving of notice to any third party under, (D) require the consent of any counterparty under, or to accelerate (E) otherwise adversely affect any of the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ of the Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability Subsidiary under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContract.

Contracts and Commitments. (a) Part 3.14(a) of Except as set forth on Schedule 4.9, the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is not a party (collectively, the “Material Contracts”): to any oral or written: (i) a material collective bargaining agreement or contract with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitylabor union, penalty or premium; (ii) a lease of personal property involving consideration bonus, pension, profit sharing, retirement or other expenditure form of deferred compensation plan, other than as described in excess of One Hundred Thousand Dollars ($100,000) per annum; Section 4.4 or on Schedule 4.14, (iii) except stock purchase plan, option plan or similar plan, (iv) contract for purchase the employment of any officer, employee or sale orders other person on a full-time, part-time, or consulting basis, (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Company’s assets, (vi) guaranty of any obligation for borrowed money or other material guaranty, (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $25,000, (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $25,000, (ix) contract or group of related contracts with the same party for the purchase of materials products or supplies services, under which the undelivered balance of such products and services has a selling price in excess of $50,000 or customer under which an amount in excess of $50,000 remains due to the Company, (x) contract or group of related contracts with the same party for the sale of products or services for each party to whom the Company has sold products or services with a sales price in excess of $200,000 during the last twelve calendar months preceding the date of this Agreement, (xi) contract or non-competition provision in any contract prohibiting the Company from freely engaging in any business or competing anywhere in the world or otherwise limiting in any material respect the use, license, transfer, exploitation, commercialization or sale of the Company’s products, (xii) contract with any officer, director or shareholder (other than for employment on customary terms), (xiii) contract with independent agents, brokers, dealers or distributors not terminable on 60 days or less notice without liability to the Company, (xiv) material sales, commissions, advertising or marketing contract not terminable on 60 days or less notice without liability to the Company or (xv) contract entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a business and that is material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.to the Company. (b) Neither The Buyer has been supplied with a true and correct copy of all written contracts which are listed on Schedule 4.9, together with all amendments, waivers or other changes thereto. (c) Except as set forth on Schedule 4.9(c), (i) the ▇▇▇▇▇▇▇▇ Companies Company is not in material default under, or in material breach of, and has not cancelled, any contract listed on Schedule 4.9 and, to the Knowledge of SellersCompany’s Knowledge, none of the no other parties party to each Material Contract isany contract listed on Schedule 4.9 is in default under, or in breach, violation breach of or default under has cancelled any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, contract; (ii) to the Knowledge of Sellers, each other party thereto. To the Knowledge of the SellersCompany’s Knowledge, no event has occurred that with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse of timeboth would result in a breach or default under any such contract or agreement; and (iii) to declare a default or exercise any remedy undereach contract and agreement listed on Schedule 4.9 is legal, or to accelerate valid, binding and enforceable against the maturity or performance ofCompany and, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the saleCompany’s Knowledge, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Lawparties thereto. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. 3.9.1 Except as expressly contemplated by this Agreement or as set forth in Sections 3.9.1 of the Seller Disclosure Schedule, no Group Company is a party to or bound by any of the following Contracts, whether written or oral (each a “Material Contract”): (a) Part 3.14(acollective bargaining agreement or any other Contract with any labor union; (b) any contracts with any Governmental Authorities (c) Contract, agreement or indenture relating to any Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any portion of their properties or assets (A) pursuant to which, any Group Company has incurred or may incur Indebtedness for which any of any Group Company will be liable following the Closing, or (B) relating to any Liens on assets of any Group Company; (d) guaranty of any Indebtedness or other material guaranty; (e) Contract, lease or agreement under which it is lessee of, or holds, uses or operates any real or personal property or assets owned by any other party; (f) Contracts or group of related Contracts with any material customer or supplier; (g) Contracts or agreements relating to the acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the Sellers’ Disclosure Schedule sets forth a list equity or substantially all of the following Contracts assets of any Person by any Group Company since the Look-back Date or the future acquisition or disposition (whether by merger, sale of equity, sale of assets or otherwise) of any Person or business or the equity or substantially all of the assets of any Person by any Group Company or, pursuant to which either of the ▇▇▇▇▇▇▇▇ Companies is a party any Group Company have any continuing “earn out” or other contingent payment obligations or any surviving material indemnification obligations; (collectivelyh) joint venture, the “Material Contracts”): (i) a material partnership, limited liability company or similar agreement with any senior executive third party (including any agreement providing for joint development or marketing); (A) Contract pursuant to which any Group Company licenses, or is otherwise permitted by a third party to practice, use or register, or receive any other rights under, any material Intellectual Property Rights (other than “shrink wrap licenses,” “click through” licenses and licenses to off-the-shelf Software on standard commercial terms), (B) Contract pursuant to which a third party licenses, or is permitted to use or register, or granted any other rights under, any Company-Owned IP Rights (other than non-exclusive licenses granted to customers in the Ordinary Course of Business), or (C) Contract affecting any Group Company’s ability to use, enforce, or disclose any material Intellectual Property Rights, such as covenant-not-to-sue, coexistence, consent-to-use, concurrent use, or settlement agreements; (j) distribution, sales representative, marketing or similar Contract or agreement that is not cancelable by Equipment Co. on notice required any Group Company to make commission payments under such agreement; (k) Contract or agreement pursuant to which any Group Company would be required to make capital expenditures; (l) Contract or agreement that (A) limits or purports to limit the ability of not longer any Group Company to compete in any line of business or with any product or with any Person or in any geographic area or market or during any period of time or (B) contains covenants that restrict the business activity of any Group Company in any material respect (other than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts non-disclosure agreements entered into in the ordinary course of business, an consistent with past practice); (m) Contract or agreement involving that contains “most-favored-nation” obligations or restrictions, or rights of first refusal or offer or any similar requirement or right, in each case binding any Group Company in favor of any third party; (n) Contract or agreement where any Group Company is subject to a requirement of exclusive dealing or any similar exclusivity obligation; (o) any interest, currency or hedging derivatives or similar Contracts; (p) Contract or agreement that limits the incurrence of Indebtedness or the declaration or payment of any dividends or other expenditure distributions; (q) Contract or agreement that involves material payment to or by any Group Company; (r) Contract or agreement whose termination (other than those termination by passage of more than One Hundred Thousand Dollars time) would reasonably be expected to have a Material Adverse Effect; ($100,000s) in the aggregate employment, severance or consulting Contract that is not cancelable on less than 12 months’ noticeterminable at will by any Group Company and which will require the payment of material amounts by any Group Company after the date hereof; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.or (bt) Contract or agreement that relates to the settlement of any Proceeding (A) with any Governmental Authority since the Look-back Date, (B) that materially restricts or imposes obligations upon any Group Company or (C) requires material payment by any Group Company after the date hereof. 3.9.2 The Purchaser either has been supplied with, or has been given access to, a true and correct copy of all Material Contracts, together with all supplements, amendments, waivers or other changes thereto. 3.9.3 Neither of the ▇▇▇▇▇▇▇▇ Companies is andany Group Company nor, to the Knowledge of Sellersthe Seller and the Group Companies, none of the any other parties to each Material Contract is, party thereto is in breachmaterial breach of, violation of or default under any provision of any Material Contract. Each No event has occurred that with notice or lapse of time or both would constitute a material breach of, violation of or default under, any Material Contract is by any Group Company, or, to the Knowledge of the Seller and the Group Companies, any counterparty. All Material Contracts are valid and in full force and effect and represents a constitute legal, valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge obligations of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ applicable Group Company under current or completed Material Contracts with any Personand each counterparty, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to are enforceable against the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ applicable Group Company and (ii) to the Knowledge counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor availability of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (specific performance and other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryequitable remedies.

Contracts and Commitments. (a) Part 3.14(a) Section 3.12 of the Sellers’ Company Disclosure Schedule Schedules sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectively, the “Material Contracts”): party: (i) any partnership, joint venture, or similar Contract that involves the sharing of profits or losses; (ii) any Contract with a material Significant Customer or Significant Supplier; (iii) any Labor Agreement; (iv) any employment, severance, incentive compensation, retention, change of control, or consulting Contract with any current director, officer, or employee requiring an annual payment of cash compensation (excluding non-guaranteed sales commissions) in excess of $100,000 (or, in the case of a severance, incentive compensation, retention or change of control agreement, an aggregate payment in excess of $100,000); (v) any Contract with another Person concerning confidentiality or non-competition materially limiting or restricting the ability of the Company to enter into or engage in any market or line of business or otherwise including provisions on joint price-fixing, “most favored nation”, market or customer sharing, exclusivity or market classification; (vi) any Contract for the sale of any of the assets of the Company, other than in the Ordinary Course of Business; (vii) any Contract relating to the acquisition by the Company of any operating business or the assets or capital stock of any other Person, other than in the Ordinary Course of Business; (viii) any agreement relating to the incurrence, assumption, surety or guarantee of any Indebtedness (excluding any agreement to guarantee lease payments of the Company) or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (ix) any Contract under which the Company has made advances or loans to any other Person (which shall not include advances made to an employee of the Company in the Ordinary Course of Business); (x) any Contract relating to the settlement, conciliation or similar agreement with any senior executive Governmental Authority of any claim or action or pursuant to which the Company will have any material outstanding obligation after the date of this Agreement; (xi) any Contract with a Governmental Authority or pursuant to which the Company participates in any program involving a Governmental Authority; (xii) any Contract pursuant to which the Company is granted a lease in, a sublease in, or the right to use or occupy any Leased Real Property facility; (xiii) any Contract that is requires a consent to or otherwise contains a provision relating to a “change of control,” or that would give rise to any acceleration or additional rights or obligations under such Contract or prohibit or delay the consummation of the transaction contemplated by this Agreement; (xiv) any other Contract that (A) involves a future or potential Liability or receivable, as the case may be, in excess of $50,000 on an annual basis or in excess of $250,000 over the current Contract term or (B) has a term greater than one year and cannot cancelable be cancelled by Equipment Co. on notice of not longer the Company, as applicable, without penalty or further payment and without more than thirty (30) days and without liability, penalty days’ notice; (xv) Contracts under which the Company is a licensor or premium; otherwise grants to a third party any rights to use any Intellectual Property (ii) other than Intellectual Property licensed to customers on a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into non-exclusive basis in the ordinary course Ordinary Course of business, an Business); (xvi) any other agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000not described in clauses (i) in to (xvii) above) the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) which would reasonably be expected to have a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.Company Material Adverse Effect. (b) Neither Each of the ▇▇▇▇▇▇▇▇ Companies is and, Contracts set forth or required to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in set forth on Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.3.12

Contracts and Commitments. (a) Part 3.14(a) As of the Sellers’ Disclosure Schedule sets forth date of this Agreement, except as filed as an exhibit to the SEQUUS SEC Reports, neither SEQUUS nor its Subsidiaries is a list party to or bound by any oral or written contract, obligation or commitment of any type in any of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): categories: (i) a material agreement employment agreements, consulting agreements, agreements or arrangements that contain severance pay, employee or consultant indemnification agreements, agreements or understandings with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilityrespect to tax arrangements, penalty agreements or premium; understandings with respect to expatriate benefits, or post- employment liabilities or obligations; (ii) a lease agreements or plans under which benefits will be increased or accelerated by the occurrence of personal property involving consideration any of the transactions contemplated by this Agreement, or other expenditure in excess under which the value of One Hundred Thousand Dollars ($100,000) per annum; the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) except for purchase agreements, contracts or sale orders for the purchase of materials or supplies or customer contracts entered into commitments currently in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for force relating to the disposition or acquisition of a (i) material asset, assets other than in the ordinary course of business; , or (ii) relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) material agreements, contracts or commitments for the purchase of materials, supplies or equipment which provide for purchase prices substantially greater than those prevailing as of the date of this Agreement for such materials, supplies or equipment, or which are with sole or single source suppliers; (v) an agreement guarantees or other agreements, contracts or commitments under which provides SEQUUS or any of its Subsidiaries is absolutely or contingently liable for severance benefits upon termination (A) the performance of employment; any other person, firm or corporation (other than SEQUUS or its Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than SEQUUS or its Subsidiaries); (vi) powers of attorney authorizing the incurrence of a material agreement with a sales representative, dealer obligation on the part of SEQUUS or distributor; its Subsidiaries; (vii) a material license agreement; agreements, contracts or commitments which limit or restrict (A) the geographic territories where SEQUUS or any of its Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets (tangible or intangible) by SEQUUS or any of its Subsidiaries outside of the ordinary course of business; (viii) agreements, contracts or commitments containing any agreement with respect to a material agreement under which Equipment Co. is indebted for borrowed money; and change of control of SEQUUS or any of its Subsidiaries; (ix) an agreement with a customer agreements, contracts or commitments for the borrowing or lending of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy undermoney, or the availability of credit (except credit extended by SEQUUS or any of its Subsidiaries to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into customers in the ordinary course of business and consistent with past practice practice); (x) any hedging, option, derivative or other similar transaction and have been entered into without any foreign exchange position or contract for the commission exchange of currency; (xi) any act alone joint marketing or joint development agreement, or any license or distribution agreement relating to any SEQUUS product not cancelable by SEQUUS upon 90 days notice; or (xii) any agreement not otherwise disclosed in concert with section 3.14 or 3.17 of the SEQUUS Disclosure Statement expressly obligating SEQUUS to indemnify any other Person, including but not limited to any employee or consultant of SEQUUS or any consideration having been paid of its Subsidiaries, against any charge of infringement, misappropriation or promised, that is or would be in violation misuse of any Lawintellectual property, other than indemnification provisions contained in purchase orders or customer agreements arising in the ordinary course of business. (eb) None Neither SEQUUS nor any of the Sellers has its Subsidiaries, nor to SEQUUS' knowledge any other party to a SEQUUS Contract (as defined below), is in breach, violation or may acquire any rights default under, and none or has received notice that it has breached, violated or defaulted under (nor does there exist any condition under which, with the passage of time or the Sellers has giving of notice or may become subject both, could reasonably be expected to any obligation cause such a breach, violation or liability default under), any Material Contract that relates material agreement, contract or commitment to the business of, which SEQUUS or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound (any such agreement, contract or commitment, a "SEQUUS Contract"), other than any breaches, violations or defaults which individually or in the assets owned aggregate would not have a SEQUUS Material Adverse Effect. (c) Each SEQUUS Contract is a valid, binding and enforceable obligation of SEQUUS and, to SEQUUS' knowledge, of the other party or used byparties thereto, either ▇▇▇▇▇▇▇▇ Company in accordance with its terms, and (ii) in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect would not have a SEQUUS Material Adverse Effect and to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity or by competition laws of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor European Union. (d) An accurate and complete copy of either ▇▇▇▇▇▇▇▇ Company is bound by any Material each SEQUUS Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred has been made available to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryALZA.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Contracts. Schedule 4.5 sets forth a complete and --------- ------------ accurate list of all material Contracts that primarily pertain to the Assets, including, without limitation, those in the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): categories: (i) a material agreement with any senior executive that is Contracts not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into made in the ordinary course of business; (ii) Any Contract between either Seller Party and a ten percent (10%) stockholder of Seller or an Affiliate thereof, (iii) Vendor, an agreement distribution, equipment lease, franchise, license, technical assistance, sales, commission, consulting, agency or advertising contracts primarily related to the Assets or the Business; (iv) Any licensing, website hosting, website linking, content or data sharing, data feed, information exchange, advertising, distribution, fee sharing, lead or customer referral, commerce, co-branding, escrow services, order or transaction processing or similar Contract primarily related to the Assets or the Business; (v) Options with respect to any of the Assets, whether either Seller Party shall be the grantor or grantee thereunder; (vi) Contracts involving payment future expenditures or other expenditure Liabilities, actual or potential, in excess of more than One Hundred Ten Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; 10,000.00); (vii) a material license agreement; Contracts or commitments relating to commission arrangements with others primarily related to the Assets or the Business; (viii) a material agreement under which Equipment Co. is indebted for borrowed Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money; and , whether either Seller Party shall be the borrower, lender or guarantor thereunder or whereby any of the Assets are pledged; (ix) an agreement with a customer Contracts containing covenants limiting the freedom of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, Seller Party or any of its Affiliates, or that will limit the assets owned freedom of Buyer, to engage in the Business or used byin any business related thereto; and (x) Any Contract with the United States, either ▇▇▇▇▇▇▇▇ Company state or local government or any agency or department thereof. Seller has delivered to Buyer and (ii) to the Knowledge its legal counsel true, correct and complete copies of all of the SellersContracts listed on Schedule 4.5, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition including all amendments ------------ and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverysupplements thereto.

Contracts and Commitments. (a) Part 3.14(a) Section 3.12 of the Sellers’ Disclosure Schedule sets forth forth, as of the date hereof, a complete list of the following Contracts every binding contract, agreement, loan, license, guarantee or commitment to which either the Company or any of the ▇▇▇▇▇▇▇▇ Companies Company Subsidiaries is a party (collectively, the “Material Contracts”): or by which any of them or their respective assets or properties are bound and that (i) is with a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty Major Customer or premiuma Major Vendor; (ii) is a lease of personal property involving consideration collective bargaining, works council agreement or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumsimilar labor-related agreement or arrangement; (iii) except contains any non-competition or similar restrictions or contains any exclusivity provision that materially restricts the ability of the Company to engage in any business or operate in any geographic area; (iv) is a contract or license related to Licensed Intellectual Property Rights or Company Intellectual Property Rights; (v) provides for purchase Indebtedness of the Company or sale orders any Company Subsidiary; or (vi) provides for the purchase any guaranty, excluding endorsements or guaranties of materials or supplies or customer contracts entered into instruments made in the ordinary course of business, an agreement involving payment or other expenditure including in connection with the deposit of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing items for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; collection and (ix) an agreement with a customer of Equipment Co.statutory warranties. (b) Neither Without duplication of the ▇▇▇▇▇▇▇▇ Companies provisions of Section 3.12(c), there is andnot, and there has not been claimed or alleged in writing by any Person, with respect to any Material Contract or contracts other than Material Contracts, a default thereof by the Company or any Company Subsidiary which, in the aggregate, would be material to the Company and the Company Subsidiaries (taken as a whole), any default or event that, with notice or lapse of time or both, would constitute such a default on the part of the Company or any Company Subsidiary or, to the Knowledge of SellersSeller, none of on the other parties to each Material Contract is, in breach, violation of or default under any provision part of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations ofWithout duplication of the provisions of Section 3.12(b), attempts with respect to renegotiate the Specified Contracts: (i) (A) all representations and certifications executed, acknowledged or outstanding rights set forth in or otherwise material to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material the Specified Contracts with any Personwere complete and correct in all material respects as of their effective date, and the Company and the Company Subsidiaries have made a good faith effort to comply in all material respects with all such representations and certifications and (B) no such Person termination for convenience, termination for default, cure notice or show cause notice is in effect as of the date hereof pertaining to any of the Specified Contracts; (ii) neither the Company nor any Company Subsidiary nor, to the Seller’s Knowledge, any of their respective key management personnel or officers is (or during the last three years has made demand (written been) under audit by any Governmental Entity with respect to any alleged irregularity, misstatement or otherwise) for such renegotiation. (d) The Material Contracts omission arising under or relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers Specified Contracts (other than routine audits) and during the last three years, neither the Company nor any Company Subsidiary has conducted or may acquire initiated any rights underinternal investigation or made a voluntary disclosure to the United States Government, and none with respect to any material alleged irregularity, misstatement or omission arising under or relating to any of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to Specified Contracts; (iii) there exist (A) no outstanding material claims against the business of, Company or any of the assets owned or used byCompany Subsidiaries, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activityGovernmental Entity, or practice by any prime contractor, subcontractor or vendor, arising under or relating to the business of either ▇▇▇▇▇▇▇▇ Company or Specified Contract and (B) assign to either ▇▇▇▇▇▇▇▇ no material disputes between the Company or to any Company Subsidiary and any Governmental Entity under the Contract Disputes Act, as amended, or any other Person federal or state statute or between Company or any rights of the Company Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to the Specified Contract; and (iv) neither the Company nor any inventionof the Company Subsidiaries nor, improvementto the Seller’s Knowledge, any of their respective key management personnel or officers has been suspended or debarred from doing business with the United States Government or any other Governmental Entity or is, or discoveryat any time has been, the subject of a finding of nonresponsibility or ineligibility for United States Government or other Governmental Entity contracting.

Contracts and Commitments. Except for such contracts, agreements or ------------------------- commitments which are set forth on Schedule 2.19 attached hereto, neither the ------------- Company nor any of its Subsidiaries is a party to or bound by: (a) Part 3.14(aany contract, agreement or commitment which involves payment by the Company or its Subsidiaries, or might result in payments to the Company or its Subsidiaries, of $1,000,000 or more in the aggregate in any twelve month period; (b) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material any agreement with any senior executive that is or indemnification or guarantee not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in indemnification agreements between the ordinary course Company or any of business; (v) an agreement which provides for severance benefits upon termination its Subsidiaries and any of employment; (vi) a material agreement with a sales representative, dealer their respective officers or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract.directors; (c) There are no renegotiations ofany agreement, attempts contract or commitment limiting the freedom of the Company or any of its Subsidiaries to renegotiate engage in any line of business or outstanding rights to renegotiate any amounts paid compete or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts deal with any Personperson or in any geographic area (including, and no such Person has made demand (written but not limited to, any noncompetition or otherwiseexclusivity provisions) for such renegotiation.or which would so limit the Company or any of its Subsidiaries after each Closing; (d) The Material Contracts any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $1,000,000 in the aggregate in any twelve month period for the Company and its Subsidiaries and not cancelable without penalty; (e) any agreement, contract or commitment currently in force relating to the sale, design disposition or provision acquisition of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into assets not in the ordinary course of business consistent or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money, extension of credit, or the placing of a Lien on any asset of the Company or any of its Subsidiaries; (g) any joint marketing or development agreement; (h) any distribution agreement (identifying any that contain exclusivity provisions) that involves payment to the Company or its Subsidiaries of $1,000,000 or more in the aggregate in any twelve month period; (i) any stock redemption or stock purchase agreement; (j) any agreement with past practice a customer, vendor or supplier involving payment by the Company or its Subsidiaries of $1,000,000 or more in the aggregate in any twelve month period; (k) any lease of personal property providing for annual rentals of $1,000,000 or more in the aggregate in any twelve month period; (l) any material option, license, franchise or similar agreement, including agreements with municipalities regarding license or franchise fees; (m) any IRU, interconnection, co-location or fiber agreements involving payment by the Company or its Subsidiaries of $1,000,000 or more in the aggregate in any twelve month period; or (n) any material agency, dealer, sales representative, marketing or other similar agreement. The Company has made available to the Purchaser a written copy all other contracts, agreements or commitments by which the Company or any of its Subsidiaries is a party or is bound that are otherwise material. Each Company Contract (as defined below) is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect. True and complete copies of each Company Contract have been entered into without delivered to the commission Purchaser (or made available to the Purchaser in connection with the purchase of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) the Series A Preferred Stock). None of the Sellers Company or any of its Subsidiaries, or, to the Company's knowledge, any other party to a Company Contract, has breached, violated or may acquire any rights defaulted under, and none of the Sellers or received notice that it has breached, violated or may become subject to any obligation or liability defaulted under, any Material Contract that relates to of the business of, material terms or conditions of any of the assets owned agreements, contracts or used bycommitments described in this Section 2.19 (any such agreement, either ▇▇▇▇▇▇▇▇ contract or commitment, including those described in the second preceding paragraph, a "Company and (iiContract") in such manner as would permit any other party to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant cancel or contractor of either ▇▇▇▇▇▇▇▇ terminate any such Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activityContract, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to would permit any other Person any rights party to any inventionseek damages, improvement, or discoverywhich action would have a Material Adverse Effect.

Contracts and Commitments. (a) Part 3.14(aSection 4.09(a) of the Sellers’ Disclosure Schedule Schedules sets forth a complete list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (excluding any Employee Benefit Plans and any purchase orders, change orders or sale orders entered into in the Ordinary Course of Business): (i) Contracts with any Top Customer or Top Vendor; (ii) Contracts, other than purchase orders, change orders or sale orders entered into in the Ordinary Course of Business, with a customer other than a Top Customer which provide for the sale of products or services by the Company in excess of $100,000 in any consecutive twelve (12)-month period after the date hereof; (iii) Contracts, other than purchase orders, change orders or sale orders entered into in the Ordinary Course of Business, with a supplier, vendor or licensor other than a Top Vendor which provide for the purchase of assets, goods or services by the Company from any one Person in excess of $100,000 in any consecutive twelve (12)-month period after the date hereof; (iv) Government Contracts; (v) Real Property Leases; (vi) instruments for borrowed money, including any indentures, guarantees, loan agreements, sale and leaseback agreements, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements or equipment financing obligations; (vii) Contracts under which the Company is lessee of, or holds or operates, any tangible property owned by any other Person, except for any Contract under which the aggregate annual payments do not exceed $20,000; (viii) any Contract with any labor union or organization or work council representing with respect to the Company or its operations; (ix) Contracts providing for the acquisition or disposition by the Company of any business, division, product line or other material assets pertaining to, or equity interests of, any other Person, including Contracts that contain put, call or similar rights; (x) Contracts for capital expenditures, other than (A) capital expenditures adequately reserved for in the Financial Statements, or (B) which involve or are reasonably likely to involve aggregate consideration of not more than $100,000; (xi) Contracts pursuant to which the Company grants to any Person the exclusive right to market, distribute or resell any of its products, or to exclusively represent the Company with respect to any such product, or act as an exclusive agent for the Company in connection with the marketing, distribution or sale of any of its products; (xii) Contracts containing a covenant that restricts the Company from engaging in any line of business or competing with any Person; (xiii) sales commission agreements and similar Contracts providing for payments to any Person based on sales, purchases or profits, other than direct payments for goods; (xiv) Contracts involving any partnership, joint venture, strategic alliance, co-marketing, co-promotion, co-packaging, joint development or similar arrangement with any Person; (xv) employment, consulting or independent contractor Contracts, other than (A) at-will employment Contracts, (B) Contracts that can be terminated for convenience on thirty (30) days’ prior notice or less, or (C) Contracts providing for payments of compensation in an aggregate amount less than $100,000 per annum; and (xvi) Contracts with any director, manager, member, equityholder, officer or employee of the Company, other than (A) employment agreements covered by clause (xii), (B) payments of compensation for employment to employees of the Company in the Ordinary Course of Business, and (C) participation in Employee Benefit Plans by employees. (b) Buyer has been given access to a true, correct and complete copy of all written Contracts which are referred to on Section 4.09(a) of the Disclosure Schedules and Section 4.10(d) of the Disclosure Schedules (each, a “Material Contract” and, collectively, the “Material Contracts”): ), together with all material amendments, waivers or other changes thereto. (c) As of the date hereof, (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract isis valid, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is binding and in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ against the Company party thereto and, to the Knowledge of SellersSeller Parties’ Knowledge, each other party thereto. To , subject to the Knowledge of Enforceability Exceptions, (ii) the SellersCompany is in compliance in all material respects with each Material Contract to which the Company is a party, (iii) to the Seller Parties’ Knowledge, each other party thereto is in compliance, in all material respects, with each Material Contract, (iv) no event has occurred or circumstance exists that would give any Person or, to the right (Seller Parties’ Knowledge, is expected to occur that, with or without notice or lapse of timetime or both, could result in a material breach of any Material Contract, and (v) the Company has not received written or, to declare a default the Seller Parties’ Knowledge, oral notice from any Person regarding the termination, cancellation, modification or exercise acceleration of the obligations of the Company under any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) Schedule 2.09 contains an accurate and complete list of all the contracts of the Sellers’ Disclosure Schedule sets forth a list Company, whether oral or written. To the best knowledge of the following Contracts to Company and Sellers, each such contract is valid and in full force and effect, the Company has duly performed all of its obligations thereunder, and no breach or default, alleged breach or default, or event which either would (with the passage of time, notice or both) constitute a breach or default thereunder by the Company or any other party or obligor with respect thereto, has occurred or as a result of this Agreement or consummation of the ▇▇▇▇▇▇▇▇ Companies transactions contemplated by this Agreement will occur. The Company is not in receipt of any claim of default under any contract or commitment. Consummation of the transactions contemplated by this Agreement will not (and will not give any person a party (collectivelyright to) terminate or modify any rights of, or accelerate or augment any obligation of, the “Material Contracts”): Company or Sellers under any of such contracts. (b) With respect to any of the Company's customer leases (a "Lease"), in addition to the representations set forth in Section 2.09(a) above, the Company represents itself to be the absolute owner of each such Lease, and all security deposits and prepaid rents held by the Company with respect thereto. In addition, (i) a material agreement with any senior executive that is all Leases are valid and in full force and have not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitybeen modified, penalty amended or premiumterminated, except as stated herein; (ii) a lease there are no outstanding assignments or pledges by the Company thereof or of personal property involving consideration the rents, income and profits due or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumto become due thereunder; and (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or each lessee is paying rent and other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement charges as required under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractits Lease. (c) There are no renegotiations ofPrior to the date of this Agreement, attempts Seller has made available to renegotiate Buyer for Buyer's review a true and correct copy of each written contract or outstanding rights to renegotiate any amounts paid commitment, together with all amendments, waivers or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personother changes thereto, and no such Person has made demand (the Disclosure Statement contains a written description of each oral contract or otherwise) for such renegotiationcommitment under the caption referencing this Section 2.09. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 3.17 (a) of the Sellers’ Disclosure Schedule sets forth contains a list of any of the following Contracts contracts or commitments regarding the Seller's operation of the Theatres to which either of the ▇▇▇▇▇▇▇▇ Companies Seller is a party (collectivelyor by which the Seller benefits, which are not terminable by the “Material Contracts”): Seller at will, without penalty, and which are not listed or described in any other Schedule, and for which Buyer will have any liability whatsoever: (i) a material agreement Oral or written contracts or commitments for the employment of any Theatre Level Employee, including any severance or other termination provisions with respect to such employment; (ii) oral or written contracts with or commitments to any labor union or any other agreements, amendments, supplements, letters or memoranda of understanding with any senior executive that is labor union or other representative of Theatre Level Employees; (iii) oral or written contracts for the purchase, sale, production or supply, whether on a continuing basis or otherwise, of goods or services of any type; (iv) oral or written distributor, sales agency or vendor contracts or subcontracts or any franchise or license agreement; (v) oral or written advertising contracts or commitments; (vi) employee benefit plans, and to the extent not cancelable by Equipment Co. included, any other bonus, vacation, pension, profit sharing, retirement, disability, stock purchase, stock option, health, hospitalization, insurance or similar plan or practice, formal or informal, in effect concerning Theatre Level Employees, for which Buyer will have any liability whatsoever; (vii) any continuing contract or commitment for the purchase, use, or leasing of materials, supplies, inventory, motion pictures, equipment or services not terminable without penalty on notice of not longer less than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for notice by the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreementSeller; (viii) a material agreement under any contracts, leases, agreements, commitments, quotas, restrictions or trade conditions upon which Equipment Co. is indebted for borrowed moneythe Property depend or are materially affected; and (ix) an agreement with a customer oral or written agreements for the employment of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.any

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ The Company Disclosure Schedule Letter sets forth a true, correct and complete list of the following Contracts contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company or a Subsidiary is a party (collectivelyincluding every amendment, modification or supplement to the “Material Contracts”foregoing): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice contracts of not longer than thirty (30) days and without liabilityemployment, penalty or premium; (ii) a lease of personal property involving consideration agreements or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except arrangements for the purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars any assets ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other otherwise than in the ordinary course of business; ), (iii) agreements, contracts or indentures relating to the borrowing of money, (iv) agreements with unions, material independent contractor agreements and material leased or temporary employee agreements, (v) an agreement which provides for severance benefits upon termination tower site leases and other leases of employment; any real property involving annual rent of $25,000 or more, (vi) a material agreement with a sales representativeprogramming and retransmission consent agreements, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither contracts containing covenants limiting the freedom of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business ofCompany, or any of the assets owned its Subsidiaries, to engage in any line of business or used by, either ▇▇▇▇▇▇▇▇ Company to compete with any entity and (iiviii) other than respect to contracts identified in the Company Disclosure Letter pursuant to Section 3.7, all other contracts, agreements or commitments involving annual payments made by or to the Knowledge Company or a Subsidiary of $100,000. Except for agreements, arrangements or commitments disclosed in the SellersCompany Disclosure Letter, no shareholderneither the Company nor any of its Subsidiaries is a party to any agreement, officer, director, agent, employee, consultant arrangement or contractor of either ▇▇▇▇▇▇▇▇ Company commitment which is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating material to the business of either ▇▇▇▇▇▇▇▇ the Company taken as a whole. The Company has delivered or (B) assign made available true, correct and complete copies of all such agreements, arrangements and commitments to either ▇▇▇▇▇▇▇▇ Parent. Neither the Company nor any of its Subsidiaries is in default under any such agreement, arrangement or to any other Person any rights to any invention, improvementcommitment which has had, or discoverycould reasonably be expected to have, a Company Material Adverse Effect.

Contracts and Commitments. (a) Part 3.14(a) Schedule 2.23 attached hereto contains a true, complete and ------------- correct list and description of the following contracts and agreements of the Sellers’ Disclosure Schedule sets forth a list of , in relation to the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectivelypersonal emergency response business, the “Material Contracts”): whether written or oral: (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Sellers are a material agreement with party or by which the Sellers or any senior executive that of their property is bound which (A) involve payments or receipts by the Sellers of more than $1,000 in the case of any single (or series of related) contracts, agreements, commitments, understandings or arrangements under which full performance (including payment) has not cancelable been rendered by Equipment Co. on notice all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of not longer than thirty (30) days and without liability, penalty or premium; the Sellers; (ii) all employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plan, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Sellers are a lease party or by which the Sellers or any of personal their property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; is bound; (iii) except for purchase or sale orders for all agency, distributor, sales representative and similar agreements to which the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; Sellers are a party; (iv) an agreement providing for all contracts, agreements or other understandings or arrangements between the disposition Sellers and any officers, shareholder, manager, member or affiliate of a material asset, other than in the ordinary course of businessSellers; and (v) an agreement which provides for severance benefits upon termination of employment; (vi) a any other material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.contract entered into by the Sellers. (b) Neither Except as set forth on Schedule 2.23 attached hereto: ------------- (i) each contract is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none enforceable against the Sellers in accordance with its terms, and the Sellers do not have any knowledge that any contract is not a valid and binding agreement of the other parties thereto; (ii) the Sellers have fulfilled all material obligations required pursuant to each Material Contract isthe contracts to have been performed by the Sellers on their part prior to the date hereof, and the Sellers have no reason to believe that they will not be able to fulfill, when due, all of their obligations under the contracts which remain to be performed after the date hereof; (iii) the Sellers are not in breach, violation breach of or default under any provision contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto lien, charge or encumbrance, thereunder or pursuant thereto; and, (iv) to the Knowledge of Sellers, each other party thereto. To the Knowledge best knowledge of the Sellers, there is no existing breach or default by any other party to any contract, and no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse of time) to declare both would constitute a default by such other party, result in a loss of rights or exercise result in the creation of any remedy underlien, charge or to accelerate encumbrance thereunder or pursuant thereto; (v) the maturity Sellers are not restricted by any contract from carrying on their business in the states of New York, Florida or performance of, or to cancel, terminate, or modify such Material Contract.Pennsylvania; and (c) There are no renegotiations ofTrue, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, correct and no such Person has made demand (written or otherwise) for such renegotiation.complete copies of all contracts listed on Schedules 2.21 and 2.23 (da) The Material Contracts relating have previously been delivered by the Sellers to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law-------------------------- Buyer. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth Attached hereto as SCHEDULE 5.1.20 is a list and brief description of the following Contracts all written or oral contracts, commitments, leases, and other agreements (including, without limitation, promissory notes, loan agreements, and other evidences of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisers and customers, and service agreements) to which either of GSLLC and the ▇▇▇▇▇▇▇▇ Companies is Corporation are a party or by which GSLLC or the Corporation or their respective properties are bound pursuant to which the obligations thereunder of either party thereto are, or are contemplated as being, $5,000 or more (collectively, the “Material "Contracts”): "). Except as set forth on SCHEDULE 5.1.20, (i) all of the Contracts are valid, binding and enforceable and in full force and effect in accordance with their respective terms, and there is no existing default that would permit the other party to a material agreement Contract to terminate the Contract, not perform its obligations under the Contract or accelerate payment of money, and no condition exists that, with notice or lapse of time or both, would constitute a default under any senior executive that is not cancelable Contract by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty GSLLC or premiumthe Corporation or any other party under any Contract; (ii) a lease all of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumthe respective parties' contracts and obligations under all Contracts accrued to the date hereof have been performed; (iii) except for purchase no party has made or sale orders for the purchase of materials asserted or supplies has any defense, setoff or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ noticecounterclaim under any Contract; (iv) an agreement providing for neither GSLLC nor the disposition Corporation has notice that any party under any Contract has exercised any option granted to it to cancel or terminate its Contract, to shorten the term of a material asset, its Contract or to renew or extend the term (other than in automatic renewals) of the ordinary course of business; Contract, (v) neither GSLLC nor the Corporation has received any notice (written or otherwise) of cancellation or termination of, or any expression or indication of an agreement which provides for severance benefits upon termination intention or desire to cancel or terminate, any of employmentthe Contracts; and (vi) a material agreement with a sales representativeno Contract is the subject of, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer has been threatened to made the subject of, any arbitration, suit or other legal proceeding. Except as noted on SCHEDULE 5.1.20, every Contract listed on such schedule may be assigned or otherwise transferred pursuant to this Agreement or the transactions contemplated hereby without the consent of Equipment Co. (b) Neither any third party. Except as set forth on SCHEDULE 5.1.20, none of the ▇▇▇▇▇▇▇▇ Companies is and, Contracts have provisions in them which would allow the other party to terminate said Contract because of the Knowledge of Sellers, transactions contemplated herein and none of the other parties to each Material Contract is, in breach, violation of have informed GSLLC or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To Corporation that the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into transactions contemplated herein may result in the ordinary course other party's termination of said Contract or ceasing to do business consistent with past practice and have been entered into without GSLLC or the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawCorporation. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSection 4.14(a) of the Sellers’ Company Disclosure Schedule sets forth a list of identifies each Company Contract that is material to the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectivelyCompany, the “Material Contracts”): including: (i) a each material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty contract for the purchase or premium; (ii) a lease of personal property involving consideration with any supplier or other expenditure in excess for the furnishing of One Hundred Thousand Dollars any services to the Company; ($100,000ii) per annum; all leases and subleases of real property; (iii) except for purchase all material contracts and agreements relating to Indebtedness, other than trade Indebtedness of the Company; (iv) all contracts and agreements with Governmental Entity to which the Company is a party; (v) all contracts and agreements that limit or sale orders purport to limit the ability of the Company to compete in any line of business or with any Person in any geographic area or during any period of time; (vi) all contracts containing confidentiality requirements (including non-disclosure agreements); (vii) all contracts and agreements between or among the Company on the one hand and any officer, director or shareholder of the Company or any affiliate of such Person on the other hand; (viii) any other material agreement of the Company which is terminable upon or prohibits a change of ownership or control of the Company as contemplated by this Agreement; (ix) all contracts with financial advisers for the purchase sale of materials the Company or supplies any of its assets; and (x) all other contracts and agreements, whether or customer contracts entered into not made in the ordinary course of business, that contemplates an agreement involving payment or other expenditure exchange of more consideration with an aggregate value of greater than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.20,000. (b) Neither Except as identified in Section 4.14(a) of the ▇▇▇▇▇▇▇▇ Companies is andCompany Disclosure Schedule, all Company Contracts are in writing. The Company has made available to the Knowledge Parent accurate and complete copies of Sellers, none all written Company Contracts referred to in Section 4.14(a) of the other parties Company Disclosure Schedule, including all amendments thereto, and has provided to Parent a complete and accurate written description of each Material such Company Contract is, in breach, violation of or default under any provision of any Material Contract. that is not written. (c) Each Material Company Contract is valid and in full force and effect effect, and represents a valid is enforceable by the Company in accordance with its terms. The Company is not in default under any Company Contract, and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, (i) to the Knowledge of SellersCompany's knowledge, each other party thereto. To the Knowledge of the Sellersno Person has violated or breached, or declared or committed any default under, any Company Contract; (ii) no event has occurred occurred, and no circumstance or circumstance exists condition exists, that likely would give any Person the right (with or without notice or lapse of time) (A) result in a violation or breach in any material respect of any of the provisions of any Company Contract, (B) give any Person the right to declare a default or exercise any remedy underor hinder any Company Contract, or (C) give any Person the right to accelerate the maturity or performance of, of any Company Contract or (D) give any Person the right to cancel, terminate, terminate or modify such Material any Company Contract. ; and (ciii) There are no renegotiations of, attempts the Company has not waived any of its material rights under any Company Contract. No party to renegotiate any Company Contract has notified the Company or outstanding rights made a claim to renegotiate any amounts paid or payable the effect that the Company has failed to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationperform an obligation thereunder. (d) The Material Contracts relating to To the saleCompany's knowledge, design or provision of products or services by each Person against which the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers Company has or may acquire any rights underunder any Company Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and liabilities to the Company. (e) The Company has never guaranteed or otherwise agreed to cause, insure or become liable for, and none has never pledged any of its assets to secure, the Sellers has performance or may become subject to payment of any obligation or other liability underof any other Person except in the ordinary course of business. The Company has never been a party to or bound by (i) any joint venture agreement, partnership agreement, profit sharing agreement, cost sharing agreement, loss sharing agreement or similar contract or (ii) any contract that creates or grants to any Person, or provides for the creation or grant of, any Material stock appreciation right, phantom stock right or similar right or interest. (f) The performance of the Company Contracts will not result in any violation of or failure to comply with any Legal Requirement. (g) No Person is materially renegotiating, nor has the contractual right to renegotiate, any amount paid or payable to the Company under any material Company Contract or any other material term or provision of any material Company Contract. (h) Section 4.14(h) of the Company Disclosure Schedule identifies and provides an accurate and brief description of each proposed material contract as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by the Company that would commit the Company to provide services and is outstanding. (i) To the Company's knowledge, there is no plan, intention or indication of any contracting party to any Company Contract to cause the termination, cancellation or modification of such Company Contract or to reduce or otherwise change its activity thereunder so as to adversely affect the benefits derived or expected to be derived therefrom by the Company. (j) There is no Company Contract that relates to automatically terminates or allows termination by the business of, other party upon consummation of any of the transactions contemplated by this Agreement or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryTransactional Agreements.

Contracts and Commitments. (a) Part 3.14(aSection 4.9(a) of the Sellers’ Disclosure Schedule sets forth a list Schedules lists all of the following Contracts agreements, contracts, commitments, arrangements and other instruments (whether written or oral) to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party and which are currently in effect as of the date hereof (collectivelysuch agreements, contracts, commitments, arrangements and other instruments, of the type required to be so scheduled, but whether or not so scheduled, the “Material Contracts”): ): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice agreements, contracts, commitments, arrangements and other instruments which provide for the purchase, lease or use by, or sale or distribution to, the Company of not longer than thirty (30) days and without liability, penalty goods or premium; services; (ii) a lease of personal property involving consideration agreements, contracts, commitments, arrangements and other instruments with the Company’s (A) ten (10) largest customers by annual recurring revenue, and (B) suppliers, distribution partners or other expenditure vendors from whom the Company has made purchases in excess of One Hundred Thousand Dollars $25,000, in each case of the foregoing clauses ($100,000A) per annum; and (B) during the period from January 1, 2023 to December 31, 2023; (iii) except agreements, contracts, commitments, arrangements and other instruments under which any material asset of the Company is permitted to become encumbered by a Lien; (iv) agreements, contracts, commitments, arrangements and other instruments with agents or contractors; (v) agreements, contracts, commitments, arrangements and other instruments pursuant to which the Company is a lessor or sub-lessor or a lessee, sub-lessee or occupant of any property, personal or real, or holds or operates any tangible personal property owned by another Person; (vi) agreements, contracts, commitments, arrangements and other instruments that (A) grant any right of first refusal, right of first offer or similar right to a third party, (B) otherwise restrict or purport to restrict in any material respect the ability of the Company to compete in any line of business or geographical area, (C) provide for purchase an earn-out or similar deferred conditional payment obligation, (D) include any “most favored nation” provision, or (E) contain any exclusivity obligation or provision; (vii) agreements, contracts, commitments, arrangements and other instruments that relate to the acquisition or disposal of any business or any material assets (whether by merger, sale orders for the purchase of materials stock, sale of assets or supplies otherwise); (viii) Intellectual Property Agreements (other than (A) non-exclusive software as a service agreements or customer contracts license agreements entered into with customers or vendors in the ordinary course of businessbusiness that do not deviate from the Company’s form, an agreement involving payment or other expenditure of more and (B) licenses for generally commercially available, off-the-shelf software that is licensed under standard terms and costs less than One Hundred Thousand Dollars $10,000 dollars ($100,00010,000.00) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and aggregate); (ix) option, license, franchise or similar agreements, contracts, commitments, arrangements and other instruments relating to real or personal property, or any tangible assets of the Company; (x) agreements, contracts, commitments, arrangements and other instruments pursuant to which the Company is required to pay any commission, finders’ fee, royalty or similar payment, whether in connection with transactions or otherwise; (xi) agreements, contracts, commitments, arrangements and other instruments relating to any pending actions, suits, proceedings, charges, complaints, arbitrations or investigations by a Governmental Authority; (xii) agreements, contracts, commitments, arrangements and other instruments relating to any obligations of the Company with respect to the issuance, sale, repurchase or redemption of any Ownership Interests of the Company; (xiii) agreements, contracts, commitments, arrangements and other instruments evidencing any partnerships or joint ventures; (xiv) employment, severance or change in control agreements, contracts, commitments, arrangements and other instruments with any employees, officers, managers or directors of the Company; (xv) agreements, contracts, commitments, arrangements and other instruments disclosed on Section 4.17 of the Disclosure Schedules; (xvi) any other agreements, contracts, commitments, arrangements and other instruments that require the payment by, or to, the Company after the date hereof of an agreement with a customer amount in excess of Equipment Co.$10,000.00 per annum. (b) Neither Except as disclosed on Section 4.9(b) of the ▇▇▇▇▇▇▇▇ Companies is andDisclosure Schedules, (i) no Material Contract has been breached in any material respect by the Company or, to the Knowledge of the Sellers, none any other party thereto, which has not been duly cured or reinstated, or been canceled by written notice by the other party or parties to such Material Contract, (ii) the Company is not in receipt of any written claim of default under any such Material Contract dated less than one (1) year from the date hereof, and the Company, or to the Knowledge of the Sellers, any other parties Person, currently contemplates any termination, material amendment or change to any Material Contract, (iii) no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute a material breach or default of any Material Contract or result in or give any Person a right of acceleration or early termination thereof and (iv) each Material Contract isis valid, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force binding and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ enforceable against the Company party thereto and, to the Knowledge of the Sellers, each other party thereto, except as such enforceability may be limited by (A) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (B) applicable equitable principles (whether considered in a proceeding at law or in equity). To the Knowledge Complete and correct copies of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) Material Contracts have been provided to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material ContractPurchaser. (c) There are no renegotiations ofThe Underlying Agreements, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personin substantially the form attached hereto as Exhibit A, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into executed on the date hereof and are in the ordinary course of business consistent with past practice full force and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Laweffect. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aExcept as set forth on Schedule 2.12(a)(i)-2.12(a)(xxiv) or as disclosed on Schedule 2.14(c), none of the Sellers’ Disclosure Schedule sets forth a list Company or any of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies its Subsidiaries is a party (collectivelyto or otherwise obligated under any of the following, the “Material Contracts”): whether written or oral: (i) a material Any contract, agreement or purchase order providing for the sale of products, the provision of services or warranty liability in excess of $250,000, in any such case, by the Company or any of its Subsidiaries to any other person or entity, including any customer, reseller or agent; (ii) Any contract or agreement with any senior executive customer, reseller or agent in excess of $50,000; (iii) Any contract or agreement containing any most favored customer or similar provision; (iv) Any service level agreement or contract; (v) Any single contract or purchase order providing for an expenditure by the Company or any of its Subsidiaries in excess of $50,000 or any contracts or purchase orders with the same or affiliated vendor(s) providing for an expenditure by the Company or any of its Subsidiaries in excess of $50,000; (vi) Any contract providing for an expenditure by the Company or any of its Subsidiaries for the purchase, lease or sale of any real property; (vii) Any contract, bid or offer to sell products or to provide services to third parties which (A) the Company or any of the Company’s Subsidiaries knows or has reason to believe is at a price which would result in a net loss to the Company or any of the Company’s Subsidiaries on the sale of such products or provision of such services or (B) contains terms or conditions which the Company or any of the Company’s Subsidiaries cannot reasonably expect the Company or its Subsidiary to satisfy or fulfill in whole or in part; (viii) Any purchase commitment for materials, supplies, component parts or other items or services in excess of the normal, ordinary, usual and current requirements of the Company or any of its Subsidiaries or at a price in excess of the current reasonable market price (A) at the time of such commitment or (B) at the time of expected delivery of such materials, supplies, component parts or other items or services; (ix) Any contract pursuant to which the Company or any of its Subsidiaries is the lessee or sublessee of, or holds or operates, any personal property owned or leased by any other Person or entity (other than leases of real and personal property leased in the Ordinary Course of Business with annual lease payments no greater than $50,000); (x) Any contract pursuant to which the Company or any of its Subsidiaries is the lessor, sublessor or lessee of, or permits any third party to operate, any real or personal property owned or leased by any Stockholder or an officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof; (xi) Any revocable or irrevocable power of attorney granted to any Person for any purpose whatsoever; (xii) Any loan agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, endorsement, foreign exchange contract, commodity contract, interest rate or other derivative contract, accommodation or other similar type of contract or agreement, and in any event, including each instrument, contract or agreement evidencing or relating to indebtedness for borrowed money (together, in each applicable case, with the outstanding principal balance thereof, accrued but unpaid interest thereon, prepayment penalties associated therewith and total payoff amount as of the payoff date specified thereon); (xiii) Any assumption, surety, guarantee, support, indemnity or other similar type contract or agreement guaranteeing or supporting the obligations of another Person; (xiv) Any arrangement or other agreement which involves (A) a sharing of profits, (B) future payments of $50,000 or more per annum to other persons (other than pursuant to employment arrangements), or (C) any joint venture, partnership or similar contract or arrangement. (xv) Any sales agency, sales representation, consulting, or franchise agreement that is not cancelable terminable in 30 days or less without cost or penalty; (xvi) Any contract (A) prohibiting competition by Equipment Co. on notice the Company or any of not longer the Company’s Subsidiaries, (B) prohibiting the Company or any of its Subsidiaries or their employees from freely engaging in any business anywhere in the world (other than thirty the Company’s standard employee confidentiality and employee non-compete agreements) or (30C) days and without liability, penalty or premium; (ii) a lease prohibiting the disclosure of personal property involving consideration trade secrets or other expenditure in excess of One Hundred Thousand Dollars confidential or proprietary information ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts other than employee nondisclosure agreements and other non-disclosure agreements entered into in the ordinary course Ordinary Course of business, an agreement involving payment Business); (xvii) Any contract or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement commitment providing for the disposition payment of a material asset, cash or other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design merger or provision other change of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None control of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, Company or any of the assets owned its Subsidiaries or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge a substantial portion of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor respective assets of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract of them; (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred xviii) Any contract pursuant to in Section 5.1(m) hereof) that purports to limit which the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or any of its Subsidiaries has entered into or has agreed to enter into any hedging or similar transactions; (Bxix) assign Any contract pursuant to either ▇▇▇▇▇▇▇▇ which the Company or any of its Subsidiaries has acquired or disposed of or has agreed to acquire or dispose of any other Person securities or any rights to any invention, improvement, business or discovery.product line or the like;

Contracts and Commitments. (a) Part 3.14(aSection 3.12(a) of the Sellers’ Disclosure Schedule sets forth a list complete and ------------------------------------------ accurate lists of the following Contracts following: (i) all real property and the location thereof and the description of any structures located thereon that are owned, leased or operated by the Company, together with the annual rental and unexpired lease term and identity of the owner of any real property leased; (ii) all employment, consulting or agency agreements to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectivelyor is otherwise bound, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. other than oral employment agreements relating to at-will employees which are terminable on notice without payment of not longer than severance or other remuneration based on separation; (iii) except for standard vendor invoices for which payment is due at least thirty (30) days after the invoice date, each evidence of indebtedness, note, advance, instrument or agreement defining the terms on which any debt of, or guarantees by or letter of credit entered into by, the Company has been or may be issued, and without liabilityall security and other agreements related thereto; (iv) all contracts to which the Company is a party not denominated in U.S. dollars; (v) all contracts or agreements containing covenants that in any way purport to restrict the Company's business activity or limit the freedom of the Company to engage in any line of business or to compete with any Person; (vi) all contracts providing for payments to or by any Person based on sales, penalty purchases, or premium; profits, other than direct payments for goods or involving a sharing of profits, losses, costs or liabilities by the Company with any other Person; (iivii) a lease all powers of personal property involving consideration or other expenditure in excess attorney of One Hundred Thousand Dollars the Company that are currently effective and outstanding; ($100,000viii) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer all contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course Ordinary Course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and Business; (ix) all contracts that contain or provide for an express undertaking by the Company to be responsible for consequential damages; (x) all outstanding loans or advances (excluding advances for ordinary and necessary business expenses) by the Company to any of its officers, directors or stockholders or any member of the immediate families of such officers, directors or stockholders; (xi) except for standard purchase orders for which payment or delivery is due within 30 days, all contracts, commitments or agreements to which the Company is a party or is otherwise bound and which involve future payments, performance of services or delivery of goods to or by the Company; and (xii) any other contract, agreement with a customer of Equipment Co.or commitment that is material to the Business. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is The Company and, to the Knowledge of Sellers, none best of the Company's Knowledge, all other parties to each Material Contract isthe contracts, commitments, instruments and agreements required to be listed on Section 3.12(a) of the Disclosure Schedule have complied with the provisions thereof in breachall material respects, violation of or default under any provision of any Material Contract. Each Material Contract no party is in full force material default thereunder, and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which, but for the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both, would constitute a material default thereunder. Except as set forth on Section 3.11 of timethe Disclosure Schedules, no contract, commitment, instrument or agreement listed on Section 3.12(a) of the Disclosure Schedule requires the consent of any party thereto in order to declare a default or exercise any remedy underconsummate the transaction contemplated hereby, or to accelerate the maturity or performance of, or to cancel, terminate, or modify except for such Material Contractconsents already obtained. (c) There are no renegotiations of, attempts to renegotiate renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to either ▇▇▇▇▇▇▇▇ the Company under current or completed Material Contracts contracts with any Person, and Person having the contractual or statutory right to demand or require such renegotiation or no such Person has made written demand (written or otherwise) for such renegotiation. (di) The Material Contracts relating Except as set forth on Section 3.12(d) of the Disclosure Schedule, the Company is not a party to the sale, design or provision of products bound by any contracts or services commitments that are not cancelable by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course Company on notice of business consistent with past practice and have been entered into not longer than 30 days without the commission payment of any act alone penalty or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.fee; (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) Subject to obtaining any requisite consents of third parties, all of which have been identified in the Knowledge Disclosure Schedules, the enforceability of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition contracts and Confidentiality Agreements commitments referred to in Section 5.1(m3.12(a) hereofwill not be affected in any manner by the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby or by the other agreements referred to herein; (iii) Except as set forth on Section 3.12(d) of the Disclosure Schedule, the Company is not a party to or bound by any contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that purports to limit the ability are not cancelable by it on notice of such shareholdernot longer than 30 days and without liability, officer, director, agent, employee, consultant penalty or contractor to (A) engage in or continue any conduct, activitypremium, or practice relating any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings; and (iv) Except as set forth on Section 3.12(d) of the Disclosure Schedule, the Company is not a party to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company bound by any employment agreement or to any other Person agreement that contains any rights to any inventionseverance or termination pay, improvement, liabilities or discoveryobligations.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 4.10 contains a true, complete and correct list of the following Contracts written contracts and agreements (the "PML Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which either of the ▇▇▇▇▇▇▇▇ Companies PML is a party or by which PML or any of its properties is bound which involve payments or receipts by PML of more than US$5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (collectively, the “Material Contracts”): (iincluding payment) a material agreement with any senior executive that is has not cancelable been rendered by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; all parties thereto; (ii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which PML is a lease party or by which PML or any of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumits properties is bound; and (iii) except for purchase all material leases, whether operating, capital or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of businessotherwise, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. PML is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.lessor or lessee. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is andPML has no other material agreements and commitments, including, to the Knowledge extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any of SellersPML's assets to which PML is a party or by which PML is bound; (ii) contracts, none agreements, commitments, purchase orders or other understandings or arrangements involving payment by PML of US$5,000 or more and relating to PML's business or assets to which PML is a party or by which PML is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the other parties financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to each Material Contract iswhich PML is a party or by which it is bound affecting its business; (iv) contracts under which full performance (including payment) has not been rendered by PML with any stockholder, current or former director, any lessor connected with a stockholder or current or former director, employee, consultant, agent, representative or security holder, including any employment, consulting or deferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (v) contracts for the purchase, sale, lease of materials, supplies, equipment or capital assets, or the receipt of services by PML, (i) the performance of which will extend over a period of more than one year and involve consideration in breachexcess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), violation or (ii) involve consideration in excess of or US$5,000; or (vi) contracts of guarantee and indemnification. (c) Except as disclosed on Schedule 4.10, PML is not in default in any material respect under any provision of any PML Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without which, after notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate both, would constitute such a default, result in a loss of material rights or result in the maturity creation of any material lien, charge or performance ofencumbrance, or to cancel, terminate, or modify under any such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personcontract, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the SellersSeller, (x) there is no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound existing material default by any Material Contract other party to any such contract, and (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(my) hereof) that purports to limit the ability no event has occurred which after notice or lapse of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activitytime, or practice relating to both, would constitute a material default by such other party, result in a loss of material rights or result in the business creation of either ▇▇▇▇▇▇▇▇ Company any material lien, charge or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to encumbrance, under any other Person any rights to any invention, improvement, or discoverysuch contract.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.15 attached hereto contains a true, complete and correct list (if written) and description (if oral) of all material contracts, agreements, leases, licenses and other instruments, whether written or oral, to which the Sellers’ Disclosure Schedule sets forth Seller is a list party, necessary or useful to the conduct of the following Contracts Audio Business, as conducted by the Seller, but excluding insurance policies, employee benefit plans, and any loan agreements, indentures, mortgages and guaranties relating to which either of the ▇▇▇▇▇▇▇▇ Companies is a party Audio Business that will cease to exist after the Closing Date and general support, management and supervision provided by the Seller's headquarters office (collectively, the “Material "CONTRACTS"), including, without limitation, the following types of Contracts”): : (i) a material agreement with all loan agreements, indentures, mortgages and guaranties that relate to the Audio Business or by which any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; the Assets are bound; (ii) a lease of all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property involving consideration leases and lease purchase agreements relating to the Audio Business or other expenditure in excess by which any of One Hundred Thousand Dollars ($100,000) per annum; the Assets are bound; (iii) except for all contracts, agreements, commitments, purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure understandings or arrangements relating to the Audio Business or by which any of the Assets are bound which (A) involve payments or receipts by the Seller of more than One Hundred Thousand Dollars ($100,000) 25,000 in the aggregate that is case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not cancelable on less than 12 months’ notice; been rendered by all parties thereto or (B) which, if terminated or discontinued, could reasonably be expected to have a Material Adverse Effect; (iv) an agreement providing for all collective bargaining agreements, employment and consulting agreements relating to the disposition Audio Business or by which any of a material asset, other than in the ordinary course of business; Assets are bound; (v) an agreement which provides for severance benefits upon termination of employment; all agency, distributor, sales representative and similar agreements relating to the Audio Business; (vi) a material agreement with a sales representativeall leases (including the Leases), dealer whether operating, capital or distributorotherwise, relating to the Audio Business; and (vii) a material license agreement; (viii) a any other material agreement under which Equipment Co. is indebted for borrowed money; or contract entered into by the Seller relating to the Audio Business. For the purposes of this Section 2.15 and Schedule 2.15, (A) Schedule 2.15 shall be deemed to include each of the Leases identified in Schedule 2.10, and (ixB) an agreement with a customer any contracts, agreements, commitments, purchase orders or other understandings or arrangements relating to the Audio Business but which are not required to be listed on Schedule 2.15 because of Equipment Co.the disclosure threshold set forth in Section 2.15(a)(iii) above shall nevertheless be deemed to be Contracts, PROVIDED that the aggregate of all payments and receipts by the Seller under all such contracts, agreements, commitments, purchase orders or other understandings or arrangements does not exceed $75,000. (b) Neither Except as set forth on Schedule 2.15 attached hereto, as to each Contract other than the Leases (which shall be governed by the representations and warranties contained in Section 2.10): (i) each Contract which is to be assumed by the Buyer as an Assumed Liability (an "ASSUMED CONTRACT") is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies Seller, enforceable against the Seller in accordance with its terms, and neither the Seller nor the Principal has any knowledge that any Assumed Contract is and, to the Knowledge of Sellers, none not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to each Material Contract is, the Assumed Contracts to have been performed by the Seller on its part prior to the date hereof; (iii) the Seller is not in breach, violation breach of or default under any Assumed Contract in any material respect, and there has occurred no violation by the Seller of any provision of any Material Contract. Each Material Assumed Contract is which with the passage of time (such as a grace period) or giving of notice or both would constitute such a default by the Seller, result in full force and effect and represents a valid and binding obligation loss of such ▇▇▇▇▇▇▇▇ Company party thereto andrights or result in the creation of any lien, charge or encumbrance on the Seller's assets, thereunder or pursuant thereto; (iv) to the Knowledge knowledge of Sellersthe Seller and the Principal, each there is no existing breach or default by any other party thereto. To the Knowledge of the Sellersto any Assumed Contract, no event and there has occurred no violation of any provision of any Assumed Contract which with the passage of time (such as a grace period) or circumstance exists that would give any Person the right (with or without giving of notice or lapse of time) to declare both would constitute such a default by such other party, result in a loss of rights by the Seller or exercise result in the creation of any remedy underlien, charge or to accelerate encumbrance on the maturity Seller's assets thereunder or performance of, pursuant thereto; and (v) the Seller is not restricted by any Assumed Contract from carrying on the Audio Business or to cancel, terminate, or modify such Material Contractactivities reasonably related thereto anywhere in the world. (c) There Except as set forth on Schedule 2.3, the continuation, validity and effectiveness of each Assumed Contract will not be affected by the transfer thereof to the Buyer under this Agreement nor will the transfer thereof give any person a right of termination or right to make a material modification with respect to such Assumed Contract and all such Assumed Contracts are no renegotiations of, attempts assignable to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationthe Buyer without a consent. (d) The Material True, correct and complete copies of all written Contracts relating and descriptions of all oral Contracts have previously been made available by the Seller to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawBuyer. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 4.10 attached hereto lists: (i) all contracts relating solely to the Business that require the expenditure or receipt of more than $100,000 by Seller in any consecutive twelve-month period after the Sellers’ Disclosure Schedule sets forth a list of the following Contracts date hereof, other than those terminable on not more than 90 days' notice; (ii) all agreements governing long-term indebtedness or any guarantee thereof, in each case, to which either of the ▇▇▇▇▇▇▇▇ Companies Seller is a party and which relate solely to the Business; (iii) all licensing agreements with third parties relating to the Business, the Patents, the Marks, the Domain Names or the Copyrights to which Seller is a party and which require the expenditure of more than $50,000, including Third Party Licensing Agreements; (iv) all real and material personal property leases to which Seller is a party and which relate solely to the Business; (v) all loans or advances to, or investment in, any person or an agreement, contract or commitment relating to the making of any such loan, advance or investment with third parties relating solely to the Business in excess of $25,000; and (vi) any agreement, contract, or commitment with third parties limiting the freedom of the Business to engage in any line of business or to compete with any person (collectively, the “"Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co."). (b) Neither Seller has not obtained any letter of credit for, or given any irrevocable power of attorney to (in each case, relating to the Business), any person, firm or corporation for any purpose whatsoever, in each case, that is outstanding or in effect on the Closing Date. (c) Seller is not in default, nor to Seller's knowledge is there any basis for any claim of default, under any of the ▇▇▇▇▇▇▇▇ Companies is andMaterial Contracts, except such claim or default as would not be reasonably likely to have a Material Adverse Effect. To the Knowledge of Sellers, none knowledge of the other parties to each Seller, all of the Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is Contracts are in full force and effect and represents a are valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company enforceable against the other party thereto and, or parties to the Knowledge of Sellers, each other party thereto. To extent relating to the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationBusiness. (d) The Material Contracts relating Seller heretofore has delivered or made available to the sale, design or provision Purchaser true and correct copies of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None all of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContracts.

Contracts and Commitments. (a) Part 3.14(aSchedule 3.7(a) contains a true, correct and complete list of all Material Contracts, including a list (organized by category below) of each such Material Contract that: (i) requires or is reasonably expected to involve payments to or from the Sellers’ Disclosure Schedule sets forth Company Group of (1) more than $25,000 in any future consecutive 12-month period or (2) more than $25,000 over the remaining life of such Contract other than a list Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto (with or without cause) not more than 30 days in advance of the following Contracts proposed termination date and (B) even if so terminable, contains no post-termination obligations (other than inchoate indemnity obligations), termination penalties, buy-back obligations or similar obligations; (ii) constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by the Company Group of goods or services that is not on a Company Group member’s standard terms and conditions in the form made available to the Buyer; (iii) grants any Person the exclusive right to sell the Company Group’s products or provide services within any geographical region; (iv) purports to limit the freedom of any Company Group member to compete in any line of business or with any Person or to conduct business in any geographic location (including any Contract that includes an “exclusivity” provision) or to refrain from soliciting any Person for business or employment purposes; (v) contains any minimum volume commitment or other minimum purchasing requirement; (vi) relates to the distribution, placement, marketing, resale, advertising or promotion of the Company Group’s products or services; (vii) relates to the acquisition or disposition of any business, a material amount of the securities or assets of any other Person or any real property (whether by merger, sale of securities, sale of assets or otherwise), or that involves any earn-out or similar payments (other than this Agreement and the other Transaction Documents); (viii) relates to the payment of any Tax or the filing of Tax notices or Tax Returns; (ix) is for the sale of goods or services and has not been substantially completed by Company Group as of the Closing Date and that (A) was entered into by any Company Group member on terms known at the time the Contract was entered into not to be commercially reasonable or (B) was entered into with the expectation that any Company Group member would incur a loss; (x) was entered into outside of the ordinary course of business of the Company Group; (xi) constitutes a partnership, joint venture or other similar Contract; (xii) relates to Indebtedness, any Contract creating a capital lease obligation, any Contract for the sale or factoring of accounts receivable, any Contract constituting a guarantee of Indebtedness of any other Person or any Contract requiring any Company Group member to maintain the financial position of any other Person; (xiii) creates an Encumbrance on any of the Transferred Interests or any assets of the Company Group, other than a Permitted Encumbrance; (xiv) requires a Company Group member to make, or pursuant to which either any Company Group member has made, advances or loans to, or an investment in, any other Person, or that guarantees the contractual performance of any other Person; (xv) requires a Company Group member to make, or pursuant to which any Company Group member has made, any guaranty, surety or indemnification, direct or indirect, by such Company Group member, in each case, where the annual obligations under such agreement are more than $25,000; (xvi) involves (A) the licensing or granting of any right to the Company Group of any Intellectual Property Rights that are material to a Company Group member or involves consideration in excess of $25,000 (other than license agreements for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (B) the licensing or granting of any right to any third party of any Intellectual Property Rights (other than non-exclusive licenses to the Company Group’s customers in the ordinary course of business on a Company Group member’s standard terms and conditions in the form made available to the Buyer); (xvii) provides for (A) the purchase or sale of real property or (B) the lease of any real property or any item or items of personal property (including any master lease covering multiple items of personal property) with a rental expense under such lease in excess of $10,000 annually (whether for a single item or multiple items); (xviii) provides for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xix) is an Affiliate Transaction; (xx) is a management service or similar Contract; (xxi) provides for the employment or engagement of any Person on a full-time, part-time, consulting or other basis; (xxii) is with any labor union or association or other Person representing or seeking to represent any employee of the ▇▇▇Company Group or any other individual who provides services to the Company Group; (xxiii) is between a Company Group member and any Governmental Authority; (xxiv) involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxv) grants to any Person a right of first refusal, first offer or other right to purchase the Transferred Interests or any assets of the Company Group; (xxvi) requires any member of the Company Group to make a payment as a result of the consummation of the transactions contemplated by this Agreement or that contains a provision restricting, or granting any other Person any right in the event of, any change of control; (xxvii) contains a “most favored nation” clause or similar provision; and (xxviii) is with any professional employer organization, personnel staffing organization, employee leasing organization or other Person that provides personnel services or other employment related or employee benefit related services to the Company Group. (b) Except as specifically contemplated by this Agreement or disclosed on Schedule 3.7(a), (1) no Material Contract has been terminated or breached in any material respect by the applicable Company Group member or by the other party thereto, (2) the Company Group has performed in all material respects the obligations required to be performed by it in connection with all Material Contracts and no Company Group member has received any written claim of or otherwise has knowledge of any default under any Material Contract, (3) the Company Group has no knowledge of any anticipated breach by any party to any Material Contract and no event has occurred that, with notice or passage of time or both, would constitute a material breach or default of any Material Contract or give rise to a right of termination, acceleration or any adverse modification thereunder, and (4) each Material Contract is legal, valid, binding, enforceable, and in full force and effect with respect to the applicable Company Group member and with respect to the other party thereto. No party has asserted or has any right to offset, discount or otherwise ▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement amount owing under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation there are no oral agreements or waivers modifying the written terms of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations ofThe Company has made available to the Buyer true, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed correct and complete copies of all Material Contracts with any Person(including all amendments, and no such Person has made demand (written waivers or otherwise) for such renegotiationother changes thereto). (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aAll Contracts required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act have been filed, and no such Contract has been amended or modified, except as set forth in Section 4.16(a) of the Sellers’ Company Disclosure Schedule sets Letter. All such filed Contracts shall be deemed to have been made available to Parent. (b) Other than Contracts described in Section 4.16(a), except as set forth a list on Section 4.16(b) of the following Contracts to which either Company Disclosure Letter, as of the ▇▇▇▇▇▇▇▇ Companies date hereof neither the Company nor any of its Subsidiaries is a party to, is bound or affected by, or receives any benefits under, any Contract (collectively, the “Material or series of related Contracts”): ): (i) a limiting the freedom of the Company or any of its Subsidiaries, or that after the Effective Time would have the effect of limiting in any material agreement respect the freedom of Parent or any of its Affiliates to, engage in any line of business or sell, supply or distribute any service or product (including with respect to the pricing thereof), or to compete with any senior executive entity or to conduct business in any geography, or to hire any individual or group of individuals or that is not cancelable by Equipment Co. on notice grants any exclusive rights, rights of not longer than thirty (30) days and without liabilityrefusal, penalty rights of first negotiation or premium; similar rights to any party; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an that (A) grants exclusive rights to any third party, including any exclusive license or supply or distribution agreement involving payment or other expenditure exclusive rights or which, pursuant to its terms, could have such effect after the Closing as a result of more than One Hundred Thousand Dollars the consummation of the transactions contemplated hereby, ($100,000B) in contains any provision that requires the aggregate purchase of all or any portion of the Company’s or any of its Subsidiaries’ requirements from any third party or (C) grants “most favored nation” or “best price” rights; (iii) involving any joint venture, partnership or similar arrangement that is not cancelable on less than 12 months’ notice; material to the Company and its Subsidiaries, taken as a whole; (iv) an agreement providing for the disposition of a material assetrelating to Indebtedness or, other than in the ordinary course of business; , the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except for agreements with an outstanding principal amount not exceeding $250,000 in the aggregate for all such agreements; (v) an agreement continuing severance or termination pay Liabilities related to termination of employment; (vi) pursuant to which the Company or any of its Subsidiaries is a party that creates or grants a material Encumbrance, other than any Permitted Encumbrances, on properties or other assets of the Company of any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole; (vii) for the aggregate purchase of materials, supplies, goods, services, equipment or other assets that had annual payments by the Company and its Subsidiaries during the 2013 calendar year of $250,000 or more; (viii) that are material to the conduct of the business of the Company and its Subsidiaries and relate to the acquisition, transfer, licensing, development, co-development, or sharing of any Intellectual Property or any other Contract affecting the ability of the Company or any of its Subsidiaries to own, use, transfer, license, enforce, or disclose any Intellectual Property (including any assignment, license, consulting, development, indemnification, settlement, joint ownership, consent-to-use, concurrent use, standstill, Software escrow, or royalty Contracts and Contracts for Third Party Components, but excluding Off-the-Shelf Software Licenses and Form Customer Licenses) (for the avoidance of doubt, without limiting any other provision of this Agreement, all exclusive licenses of Intellectual Property granted by the Company or any of its Subsidiaries to any Person shall be deemed to be material to the conduct of the business of the Company and its Subsidiaries); (ix) pursuant to which the Company or any Subsidiary of the Company has any Liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance, keep-well or similar agreements or arrangements, except for agreements or arrangements with outstanding Liabilities of the Company or any of its Subsidiaries not exceeding $250,000 in the aggregate for all such agreements or arrangements; (x) requiring the Company and its Subsidiaries to make capital expenditures in excess of $250,000 in the aggregate for all such agreements; (xi) is a material Contract which provides for severance benefits upon termination indemnification by the Company or its Subsidiaries of employment; (vi) any other Person against any charge of infringement of any Intellectual Property, other than pursuant to a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.Form Customer License; (bxii) Neither relates to any acquisition by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case that is material to the Company and its Subsidiaries, taken as a whole; (xiii) relates to any hedging, derivatives or similar arrangements that are material to the Company and its Subsidiaries, taken as a whole; or (xiv) contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets. (c) Each Contract described in Section 4.16(a) or set forth, or required to be set forth, on Section 4.16(b) of the ▇▇▇▇▇▇▇▇ Companies Company Disclosure Letter is and, referred to the Knowledge of Sellers, none herein as a “Company Material Contract.” As of the other parties date hereof, the Company has heretofore provided to Parent a complete and correct copy of each Company Material Contract isContract, including all exhibits and schedules thereto, and any amendment or modifications thereto. Neither the Company nor any of its Subsidiaries is in breach, violation breach of or default under any provision the terms of any Company Material Contract, and no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries, where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. Each To the Company’s Knowledge, no other party to any Company Material Contract is in full force and effect and represents breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, each Company Material Contract is a valid and binding obligation of the Company or a Company Subsidiary, as applicable, and is in full force and effect, except for such ▇▇▇▇▇▇▇▇ failures as would not, individually or in the aggregate, reasonably be expected to have a Company party thereto andMaterial Adverse Effect, subject to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material ContractBankruptcy and Equity Exception. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.14(a) of the Sellers’ Disclosure Schedule sets forth attached hereto contains a true, --------------- complete and correct list and description of the following Contracts contracts and agreements, whether written or oral, which are related to which either of the ▇▇▇▇▇▇▇▇ Companies is a party Business (collectively, the “Material "Contracts”): "): (i) all pledges, conditional sale or title retention agreements, security agreements (including but not limited to maintenance agreements), equipment leases and other equipment obligations, other personal property leases and lease purchase agreements to which the Company is a party or by which the Company or any of its property is bound, and all material agreement with any senior executive that leases of personal property, whether operating, capital or otherwise, under which the Company is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty lessor or premium; lessee; (ii) a lease of personal property involving consideration all contracts, agreements, commitments, purchase orders or other expenditure understandings or arrangements to which the Company is a party or by which the Company or any of its property is bound which either involve payments or receipts by the Company of more than $25,000 in excess the case of One Hundred Thousand Dollars any single contract, agreement, commitment, understanding or arrangement under which full performance ($100,000including payment) per annum; has not been rendered by all parties thereto, or may materially adversely effect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company; (iii) except for all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or sale orders for commitments to which the purchase Company is a party; (iv) all agency, distributor, sales representative, franchise or similar agreements to which the Company is a party; (v) all contracts, agreements or other understandings or arrangements between the Company and any of materials its affiliates (as such term is defined in the Securities Act of 1933 and the regulations promulgated thereunder); (vi) all contracts, agreements and other documents or supplies information relating to past disposal of waste (whether or customer not hazardous); (vii) all agreements pursuant to which the Company or its subsidiaries is an end user licensee of commercially available software programs generally available to the public (including without limitation both so-called "shrinkwrap" software and enterprise software) that are in no way a component of or incorporated in any of the Company's or any of its subsidiaries' products that are included in the Business ("Commercial Software Rights"); (viii) any other material agreements or contracts entered into in by the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and Company; (ix) an agreement with a customer of Equipment Co.all contracts, agreements and other understandings or arrangements pursuant to which the Company has rights or obligations related both to the Business and the Electronic Commerce Business (the "Shared Contracts"). (b) Neither Except as set forth on Schedule 2.14(b): ---------------- (i) each Contract that is included in the Assumed Liabilities (each an "Assumed Contract" and, collectively, the "Assumed Contracts") is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and equitable principles, and the Company has no knowledge that any material Assumed Contract is and, to the Knowledge of Sellers, none not a valid and binding agreement of the other parties thereto; (ii) the Company has fulfilled all material obligations required pursuant to each Material Contract isthe Assumed Contracts to have been performed by the Company on its part prior to the date hereof, and the Company has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Assumed Contracts which remain to be performed after the date hereof to the extent required to be performed prior to the Closing Date ; (iii) the Company is not in breach, violation material breach of or material default under any provision of any Material Assumed Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute such a material breach or material default, result in a loss of timerights or result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (iv) to declare the knowledge of the Company, there is no existing material breach or default by any other party to any Assumed Contract and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or exercise result in the creation of any remedy underlien, charge or encumbrance thereunder or pursuant thereto; (v) the Company is not restricted by any Assumed Contract from carrying on the Business anywhere in the world; and (vi) the Company has no written or oral Assumed Contracts to sell products or perform services for the Business which are expected to be performed at, or to accelerate the maturity or performance ofresult in, or to cancel, terminate, or modify such Material Contracta loss. (c) There are no renegotiations ofExcept as set forth on Schedule 2.2 or Schedule 2.14(b), attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person------------ ---------------- the continuation, validity and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating effectiveness of each Assumed Contract, will not be affected by the transfer thereof to the sale, design or provision Buyer under this Agreement and all such Assumed Contracts are assignable to the Buyer without consent. True and correct copies of products or services by the ▇▇▇▇▇▇▇▇ Companies each Assumed Contract have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates provided to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryBuyer.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list The “Contracts Schedule” attached hereto lists all of the following Contracts contracts, agreements or other arrangements to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party or by which any of its assets or properties is bound (collectively, the “Material Scheduled Contracts”): ): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty contracts which involve commitments to make capital expenditures or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders which provide for the purchase of materials goods or supplies services by the Company from any one Person under which the undelivered balance of such products or customer services has a purchase price in excess of $50,000; (ii) contracts which provide for the sale of products or services by the Company and under which the undelivered balance of such products or services has a sale price in excess of $100,000; (iii) contracts relating to Indebtedness of the Company, or any guaranty by the Company of any obligation in respect of borrowed money, or any Lien on any asset of the Company; (iv) employment, consulting and non-competition agreements with any employee, officer or consultant that is not terminable on 60 or fewer days notice by the Company without Liability for any penalty or severance payment; (v) contracts pursuant to which the Company is (A) a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $5,000, or (B) a lessor of any property, personal or real, or allows any other Person to hold or operate any tangible personal property owned by the Company; (vi) collective bargaining agreement or other similar contract with any labor union; (vii) agreement that restricts the ability of the Company to engage in any line of business or compete with any Person; (viii) joint venture or partnership agreement involving a sharing of profits, losses, costs or liabilities by the Company with any other Person; (ix) power of attorney granted by or to the Company; (x) agreement not entered into in the ordinary course of business, an ; and (xi) other agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for material to the disposition of a material asset, other than in Company or the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.Business. (b) The Company has provided to Parent a true, correct and complete copy of each Scheduled Contract. Neither of the ▇▇▇▇▇▇▇▇ Companies is andCompany, nor to the Knowledge of Sellersthe Company, none any other party to a Scheduled Contract has breached in any material respect such Scheduled Contract, except to the extent such breach has been duly and timely cured. The Company is not in receipt of the other parties to each Material Contract is, in breach, violation any written claim of or default under any provision of any Material such Scheduled Contract. Each Material Scheduled Contract is in full force and effect and represents is a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto the Company, and, to the Knowledge of Sellersthe Company, each a valid and binding obligation of the other party thereto. To Except as set forth on the Knowledge Material Restrictions Schedule, the transactions contemplated by this Agreement do not require the consent of the Sellersany party to any Scheduled Contract, no event has occurred will not result in a violation or circumstance exists that would give breach of or default under any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Scheduled Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating will not otherwise cause any Scheduled Contract to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would cease to be in violation of any Lawfull force and effect on the same terms following the Closing. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 2.12 contains a complete and accurate list of all contracts, agreements, commitments, instruments and obligations (whether written or oral, contingent or otherwise) of, or otherwise binding the Assets and/or the business of, BPC concerning the following Contracts to which either of matters (the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): "Seller Agreements"): (i) a material agreement with the lease, as lessee or lessor, or license, as licensee or licensor, of any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty real or personal property (30) days and without liability, penalty tangible or premium; intangible); (ii) a lease the employment or engagement of personal property involving consideration any officer, director, employee, consultant or agent, other expenditure than those terminable at will without severance obligation, and any covenant not to compete with any former employees; (iii) any relationship or arrangement that requires financial payments in excess of One Hundred Thousand Dollars $25,000.00, or performance over a period of more than 30 days; ($100,000iv) per annum; any arrangement limiting the freedom of the Sellers or BPC to compete in any manner in any line of business or requiring the Sellers or BPC to share profits; (iiiv) except for purchase any arrangement that could reasonably be anticipated to have a material adverse effect on BPC's condition (financial or sale orders for the purchase of materials otherwise), Assets, Liabilities, business or supplies or customer contracts entered into operations; (vi) any material arrangement not in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; ; (vii) a material license agreementany power of attorney, whether limited or general, granted by BPC; and (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement any arrangement with a customer of Equipment Co.customers, patients, managed care organizations, third party payors, pharmacy benefit managers or drug suppliers. (b) Neither The Sellers have delivered to Buyer true and complete copies of all of the ▇▇▇▇▇▇▇▇ Companies is andSeller Agreements. Except as indicated on Schedule 2.12, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a Seller Agreements are valid and binding obligation in accordance with their terms, and there is not under any of such ▇▇▇▇▇▇▇▇ Company party thereto andSeller Agreements (i) any existing or claimed default by BPC or event which, to with the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance ofboth, would constitute a material default by BPC, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant any existing or contractor of either ▇▇▇▇▇▇▇▇ Company is bound claimed default by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability party or event which with notice or lapse of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activitytime, or practice relating both, would constitute a material default by any such party. There is no actual or, to the Knowledge of the Sellers, threatened termination, cancellation or limitation of any Seller Agreements that would have a material adverse effect on BPC's condition (financial or otherwise), Assets, Liabilities, business or operations. To the Knowledge of either ▇▇▇▇▇▇▇▇ Company the Sellers, there is no pending or (B) assign to either ▇▇▇▇▇▇▇▇ Company threatened bankruptcy, insolvency or similar proceeding with respect to any other Person any rights party to any invention, improvement, or discoverythe Seller Agreements.

Contracts and Commitments. (a) Part 3.14(a) For purposes of the Sellers’ Disclosure Schedule sets forth a list this Agreement, each of the following Contracts shall be deemed to which either of the ▇▇▇▇▇▇▇▇ Companies is constitute a party (collectively, the “"Company Material Contracts”): Contract": (i) a material agreement with any senior executive Company Contract that is not cancelable required by Equipment Co. on notice the rules and regulations of not longer than thirty (30) days and without liability, penalty or premium; the SEC to be filed as an exhibit to the Company SEC Reports; (ii) a lease any Company Contract relating to the employment of personal property involving consideration any employee, and any Contract pursuant to which the Company or any Company Subsidiary is or may become obligated to make any severance, termination, bonus or relocation payment or any other expenditure payment (other than payments in respect of salary) in excess of One Hundred Thousand Dollars ($100,000) per annum; 125,000, to any current or former employee or director; (iii) any Company Contract relating to the acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for purchase any Company Contract pursuant to which (A) any material Proprietary Asset is licensed to the Company or any of its Subsidiaries under any third party software license generally available for sale orders for to the purchase public, or (B) any material Proprietary Asset is licensed by any of materials the Company or supplies or customer contracts entered into in the ordinary course any of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable its Subsidiaries to any Person on less than 12 months’ notice; a non-exclusive basis); (iv) an agreement providing any Company Contract which provides for the disposition indemnification of a material assetany officer, other than in the ordinary course of business; director or employee; (v) an agreement which provides for severance benefits upon termination any Company Contract creating or relating to any partnership or joint venture or any sharing of employment; revenues, profits, losses, costs or liabilities; (vi) any Company Contract that involves the payment or expenditure of $750,000 that may not be terminated by the Company (or its Subsidiary, as the case may be) (without penalty) within 60 days after the delivery of a material agreement with a sales representativetermination notice by the Company (or its Subsidiary, dealer or distributor; as the case may be); (vii) any Company Contract contemplating or involving (A) the payment or delivery of cash or other consideration in an amount or having a material license agreementvalue in excess of $750,000 in the aggregate, or (B) the performance of services having a value in excess of $750,000 in the aggregate; or (viii) a any Company Contract imposing any restriction on the right or ability of the Company or any Company Subsidiary to (A) compete with any other Person, (B) acquire any material agreement under which Equipment Co. is indebted product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for borrowed money; and any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; (ix) an agreement with any Company Contract involving interest rate swaps, caps, floors or option agreements or any other interest rate risk management arrangement or foreign exchange contract; and (x) any other Company Contract, if a customer breach of Equipment Co.such Company Contract could reasonably be expected to have a Company Material Adverse Effect. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Company Material Contract is valid and in full force and effect effect, and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ is enforceable in accordance with its terms. (c) Neither the Company party thereto andnor any Company Subsidiary has violated or materially breached, to the Knowledge of Sellersor committed any default under, each other party theretoany Company Material Contract. To the Knowledge of the SellersCompany's knowledge, no other Person has materially violated or breached, or committed any default under, any Company Material Contract. (d) No event has occurred occurred, and no circumstance or circumstance exists condition exists, that would give any Person the right (with or without notice or lapse of time) could reasonably be expected to (i) result in a violation or breach of any provision of any Company Material Contract; (ii) give any Person the right to declare a default or exercise any remedy underunder any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of, of any Company Material Contract; or (v) give any Person the right to cancel, terminate, terminate or modify such any Company Material Contract. (ce) There are no renegotiations of, attempts Neither the Company nor any Company Subsidiary is party to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, a Government Contract and no such Person none of them has made demand (written or otherwise) for such renegotiationsubmitted a Government Bid. (df) The Schedule 4.14 of the Company Disclosure Statement provides a list of all Company Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into (including all amendments thereto) not otherwise included in the ordinary course Company SEC Reports. The Company has provided or made available to Buyer a copy of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ each Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (including all amendments thereto) listed in Schedule 4.14 (f) of the Company Disclosure Statement, other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating Company Material Contracts filed as Exhibits to the business Company SEC Reports and all copies of either ▇▇▇▇▇▇▇▇ all amendments to the Company or (B) assign Material Contracts filed as exhibits to either ▇▇▇▇▇▇▇▇ the Company or SEC Reports, to any other Person any rights to any invention, improvement, or discoverythe extent such amendments have not been filed with the SEC.

Contracts and Commitments. (a) Part 3.14(a) Section 3.13 of the Sellers’ Disclosure Schedule sets forth a list list, as of the date hereof, of all of the following Contracts material agreements, contracts and commitments to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party or by which the Company or its assets are bound (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for inventory by the purchase of materials or supplies or customer contracts entered into Company in the ordinary course of business, an agreement involving payment business which shall not be required to be provided by Seller or other expenditure of more than One Hundred Thousand Dollars ($100,000) disclosed in the aggregate that is not cancelable on less than 12 months’ notice; Disclosure Schedule but shall be a Material Contract for all other purposes hereunder to the extent described below) (iv) an agreement providing for the disposition each such agreement, contract or commitment of a material assettype described below, other than in including, without limitation all such agreements, contracts or commitments entered into after the ordinary course of business; date hereof, a “Material Contract”): (va) an agreement which provides for employment agreements, or severance benefits upon agreements or employee termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.arrangements that are not terminable at will by the Company without penalty; (b) Neither any change of control agreements with employees of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract.Company; (c) There are no renegotiations ofagreements, attempts contracts, commitments or arrangements containing any covenant limiting the ability of the Company or any of its Affiliates to renegotiate engage in any line of business or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts compete with any business or Person, and no such Person has made demand (written or otherwise) for such renegotiation.; (d) The Material Contracts agreements or contracts with the Company or any Affiliate of the Company or any officer, director or employee of the Company or any of such Affiliates or any members of their respective immediate families or any Affiliate of any of the foregoing (other than employment, severance and change of control agreements covered by clause (a) or (b) above); (e) agreements or contracts under which the Company has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of Indebtedness for borrowed or loaned money or any guarantee of such Indebtedness; (f) any agreements or contracts imposing a Lien on any material assets of the Company; (g) joint venture agreements, partnership agreements or other agreements involving the sharing of profits; (h) leases pursuant to which material personal or real property is leased to or from the Company and which provide for payments by or to the Company of more than $50,000 per year; (i) guaranties, suretyships or other contingent agreements of the Company involving underlying obligations of not less than $50,000; (j) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company and involving future payments which exceed $50,000 in any twelve (12)-month period; (k) any requirements or take or pay contracts; (l) any agreement, contract, commitment or arrangement relating to the sale, design acquisition or provision disposition of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into any material assets (other than in the ordinary course of business consistent with past practice and have been entered into without the commission practice) or any capital stock of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.business enterprise; and (em) None contracts (other than those covered by clauses (a) through (j) above) pursuant to which the Company will receive or pay in excess of $150,000 over the life of the Sellers contract. Buyer has or may acquire any rights underbeen given access to a true, correct, and none complete copy of the Sellers has all Material Contracts, together with all supplements, amendments, waivers or may become subject to any obligation or liability under, any other changes thereto. Each Material Contract that relates to is a valid and binding agreement and is enforceable in accordance with its terms against the business ofCompany and, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the SellersCompany, no shareholderagainst the other parties thereto. With respect to all Material Contracts, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ the Company is bound by not in material breach thereof or material default thereunder nor, to the Company’s Knowledge, is any other party to any such Material Contract in material breach thereof or material default thereunder, nor does any condition exist under any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit or any event which, with the ability giving of notice or the lapse of time, would constitute such shareholder, officer, director, agent, employee, consultant a material breach or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverymaterial default.

Contracts and Commitments. Except as set forth in Section 3.18 of the Seller Disclosure Letter, none of the Companies nor any of their Subsidiaries is a party to: (a) Part 3.14(a) any partnership agreements or joint venture agreements which require a payment, or delivery of assets or services beyond the 2006-2007 ski season and which are not terminable by the applicable Company on 30 days or less notice without penalty to the applicable Company or any of its Subsidiaries, or which contain exclusivity arrangements which will be binding upon Affiliates of the Sellers’ Disclosure Schedule sets forth applicable Company (other than a list of Subsidiary thereof) following the following Contracts Closing; (b) any agreement pursuant to which either of the ▇▇▇▇▇▇▇▇ Companies is a party applicable Company or its Subsidiaries would be required to pay severance to any director, officer, employee or consultant; (collectively, the “Material Contracts”): (ic) a any material agreement with another person or entity limiting or restricting the ability of the applicable Company or its Subsidiaries to enter into or engage in any senior executive that is not cancelable by Equipment Co. on notice market or line of not longer than thirty business or restricting the ability of any Company or its Subsidiaries to enter into or engage in any market or line of business or restricts or limits the ability of any Company or its Subsidiaries to own, operate, sell, transfer, pledge, or otherwise dispose of or encumber any of its assets or properties; (30d) days and without liability, penalty or premium; any material brokerage agreements; (iie) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders any agreements for the purchase sale of materials any of the assets of the applicable Company or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, its Subsidiaries other than in the ordinary course of business; (v) an agreement which provides business or for severance benefits upon termination the grant to any person or entity of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer any preferential rights to purchase any of Equipment Co.its assets; (bf) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts agreement relating to the sale, design or provision of products or services acquisition by the ▇▇▇▇▇▇▇▇ Companies have been applicable Company or its Subsidiaries of any operating business or the assets or capital stock of any other corporation, entity or business entered into during the last twelve (12) months; (g) any material agreements relating to the incurrence, assumption, surety or guarantee of any indebtedness other than ASC-Level Financings; (h) any material agreements (other than agreements granting rights to use readily available commercial Software and having an acquisition price of less than $50,000 in the aggregate for all such agreements and agreements allowing the use of Company trademarks, tradenames and the like in connection with promotional activities) (i) granting or obtaining any right to use any Intellectual Property or (ii) restricting the rights of the applicable Company or any of its Subsidiaries, or permitting other Persons, to use or register any Intellectual Property of the applicable Company; (i) any material agreements under which the applicable Company or its Subsidiaries has made advances or loans to any entity or individual (which shall not include advances made to an employee of the applicable Company in the ordinary course of business consistent with past practice and have been entered into practice); (j) any agreement for the supply of materials or services to a Company or its Subsidiaries (i) pursuant to which payments in excess of $50,000 in the aggregate were made by such Company or its Subsidiaries during the prior twelve (12) months, or (ii) that is otherwise necessary for the continued operation of the business which is conducted prior to the Closing Date, except, in either case, for purchases of retail inventory, insurance, or items subject to capital leases; (k) any agreement for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per year; (l) any agreement relating to capital expenditures providing for payments in excess of $50,000 not cancelable without penalty or further payment or without more than 30 days notice; (m) any agreement relating to the commission grant or receipt of any act alone license or royalty fees providing for payments in concert with excess of $50,000 to or from any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.; (en) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, agreement with ASC or any of its Affiliates that will not be terminated prior to the assets owned Closing; (o) any sole source or used byexclusive supplier agreement; or (p) except for agreements described in Section 3.18(a), either ▇▇▇▇▇▇▇▇ any other agreement (or group of related agreements) the performance of which presently requires aggregate payments be made to or from any Company or any of its Subsidiaries in excess of $50,000 per year or requires performance by any Company and its Subsidiaries of any obligation for a period of time extending more than one (ii1) year from the date of this Agreement. Each of the contracts to which any Company or any of its Subsidiaries is a party and which is required to be set forth on Section 3.18 of the Seller Disclosure Letter (the “Material Contracts”), a true and complete copy of each of which has been delivered or made available to the Buyer prior to the date hereof is in full force and effect and is the legal, valid and binding obligation of the applicable Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). With respect to each Material Contract, neither the applicable Company nor its Subsidiaries nor, to the Knowledge of the SellersCompanies, any other party, is in material breach of violation of, or default under, any such Material Contract, and no event has occurred, is pending or, to the Knowledge of the Companies, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the applicable Company or its Subsidiaries or, to the Knowledge of the Companies, any other party under such Material Contract. With respect to each Material Contract, no shareholderCompany or any of its Subsidiaries party thereto, officerand to the Knowledge of the Companies, directorno other party thereto, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by has repudiated any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability material provision of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverycontract.

Contracts and Commitments. (a) Part 3.14(aThere are no purchase contracts or commitments under which the Company is required to pay in excess of $25,000; (b) There are no outstanding sales contracts, commitments, or proposals of the Sellers’ Disclosure Schedule sets forth a list Company that call for the payment or receipt of more than $25,000 in any fiscal quarter or which the following Contracts Company believes will result in any loss in excess of $25,000 to which either of the ▇▇▇▇▇▇▇▇ Companies is a party Company upon full completion or performance thereof; (collectivelyc) The Company has no outstanding contracts with directors, the “Material Contracts”): (i) a material agreement with any senior executive officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors, or dealers that is are not cancelable by Equipment Co. it on notice of not longer than thirty (30) days and without liability, penalty penalty, or premium; (ii) a lease of personal property involving consideration premium or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase any agreement or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement arrangement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision payment of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred bonus or circumstance exists that would give any Person the right (with commission based on sales or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation.earnings; (d) The Material Contracts relating Company is not in default, nor to the saleCompany's Knowledge is there any basis for any valid claim of default, design under any material contract made or provision of products or services obligation owed by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.it; (e) The Company is not restricted by any contract to which it is a party from carrying on its business anywhere in the world; (f) The Company is not under any material liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, retailers, or other customers; (g) The Company has no obligations for borrowed money, including guarantees of or agreements to acquire any such obligation of others; (h) The Company does not have any outstanding loan to any person other than to the Company; (i) The Company does not have any power of attorney outstanding or any obligations or liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise), as guarantor, surety, co-signer, endorser, co-maker or indemnitor in respect of the obligation of any person, corporation, partnership, joint venture, association, organization, or other entity; (j) None of the Sellers has officers, directors or may acquire any rights under, and none stockholders of the Sellers Company has any interest in any property, real or may become subject to any obligation personal, tangible or liability underintangible, any Material Contract that relates to including without limitation the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice rights relating to the Company Intellectual Property, that is material to the conduct of the business of either ▇▇▇▇▇▇▇▇ the Company; and (k) The Company does not have any agreements, contracts, commitments, or restrictions that are material to its business, financial condition, working capital, assets, liabilities (B) assign to either ▇▇▇▇▇▇▇▇ Company whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise), reserves or operations or which require the making of any other Person any rights to any invention, improvement, or discoverycharitable contribution.

Contracts and Commitments. (a) Part 3.14(a) Except as disclosed in Schedule 3.18, none of the Sellers’ Disclosure Schedule sets forth Companies nor any Subsidiary of a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectively, the “Material Contracts”): to or bound by: (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration providing for annual rental payments of $50,000 or more; (ii) any agreement that materially restricts any Company from engaging in any business or activity anywhere in the world, other expenditure in excess than restrictions which are immaterial to the conduct of One Hundred Thousand Dollars ($100,000) per annum; the business conducted by any Company as of the date hereof; (iii) except for purchase or sale orders any agreement for the purchase of materials or supplies or customer contracts entered into in the ordinary course of businessmaterials, an agreement involving payment supplies, goods, services, equipment or other expenditure assets providing for annual payments by any of more than One Hundred Thousand Dollars (the Companies of $100,000) in the aggregate that is not cancelable on less than 12 months’ notice; 500,000 or more; (iv) an any sales, distribution or other similar agreement providing for the disposition sale by any of a material assetthe Companies of materials, supplies, goods, services, equipment or other than in assets that provides for annual payments to any of the ordinary course Companies of business; $500,000 or more; (v) an any material partnership, joint venture or other similar agreement which provides for severance benefits upon termination of employment; or arrangement; (vi) a any material agreement with a sales representativerelating to the acquisition or disposition of any business (whether by merger, dealer sale of stock, sale of assets or distributor; otherwise); (vii) a material license agreement; any agreement relating to Indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $250,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 3.14; (viii) a material any agreement under which Equipment Co. is indebted for borrowed moneywith (A) the Seller Parties or any of their Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Seller Parties or any of their Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Seller Parties or any of their Affiliates or (D) any director or officer of the Seller Parties or any of their Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; and or (ix) an any agreement with a customer any director or officer of Equipment Co.the Companies or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer. (b) Neither Each material agreement, contract, plan, lease, arrangement or commitment disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 3.18 is valid and binding agreement of one or more of the ▇▇▇▇▇▇▇▇ Companies, as the case may be, and is in full force and effect, and none of the Companies, any Subsidiary of any of the Companies or, to the Knowledge of the Seller Parties, any other party thereto is in default or breach in any respect material to the Companies under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the SellersSeller Parties, no event or circumstance has occurred or circumstance exists that would give any Person the right (that, with or without notice or lapse of time) to declare a time or both, would constitute any material event of default thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating commitment have been delivered to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawPurchaser. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 5.10 contains a true, complete and correct list of the following Contracts written contracts and agreements (the "ECP Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which either of the ▇▇▇▇▇▇▇▇ Companies ECP is a party or by which ECP or any of its properties is bound which involve payments or receipts by ECP of more than US$5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (collectively, the “Material Contracts”): (iincluding payment) a material agreement with any senior executive that is has not cancelable been rendered by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; all parties thereto; (ii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which ECP is a lease party or by which ECP or any of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumits properties is bound; and (iii) except for purchase all material leases, whether operating, capital or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of businessotherwise, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. ECP is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.lessor or lessee. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is andECP has no other material agreements and commitments, including, to the Knowledge extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any of SellersECP's assets to which ECP is a party or by which ECP is bound; (ii) contracts, none agreements, commitments, purchase orders or other understandings or arrangements involving payment by ECP of US$5,000 or more and relating to ECP's business or assets to which ECP is a party or by which ECP is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the other parties financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to each Material Contract iswhich ECP is a party or by which they are bound affecting its business; (iv) contracts under which full performance (including payment) has not been rendered by ECP with any stockholder, current or former director, any lessor connected with a stockholder or current or former director, employee, consultant, agent, representative or security holder, including any employment, consulting or deferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (v) contracts for the purchase, sale, lease of materials, supplies, equipment or capital assets, or the receipt of services by ECP, (i) the performance of which will extend over a period of more than one year and involve consideration in breachexcess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), violation or (ii) involve consideration in excess of or US$5,000; or (vi) contracts of guarantee and indemnification. (c) Except as disclosed on Schedule 5.10, ECP is not in default in any material respect under any provision of any ECP Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without which, after notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate both, would constitute such a default, result in a loss of material rights or result in the maturity creation of any material lien, charge or performance ofencumbrance, or to cancel, terminate, or modify under any such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personcontract, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the SellersSeller, (x) there is no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound existing material default by any Material Contract other party to any such contract, and (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(my) hereof) that purports to limit the ability no event has occurred which after notice or lapse of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activitytime, or practice relating to both, would constitute a material default by such other party, result in a loss of material rights or result in the business creation of either ▇▇▇▇▇▇▇▇ Company any material lien, charge or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to encumbrance, under any other Person any rights to any invention, improvement, or discoverysuch contract.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 2.15 hereto contains a true, complete and correct list ------------- and description of the following Contracts contracts and agreements relating to the Plasma Operations Business or the Purchased Assets, whether written or oral (collectively, the "Contracts"): --------- (i) all loan agreements, indentures, mortgages and guaranties to which either the Seller is a party or by which the Seller or any of its property is bound; (ii) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements relating to any of the Purchased Assets to which the Seller is a party or by which the Seller or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Seller is a party or by which the Seller or any of its property is bound which (A) involve payments or receipts by the Seller of more than $50,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may have a Material Adverse Effect; (iv) to the extent that they relate to ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ Companies (the "Key --- Employees") of the Seller employed in the Melville Facility, all collective --------- bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Seller is a party or by which the Seller or any of its property is bound; (v) all agency, distributor, sales representative and similar agreements to which the Seller is a party; (vi) all contracts, agreements or other understandings or arrangements between the Seller and any stockholder or Affiliate of the Seller; (vii) all leases, whether operating, capital or otherwise, under which the Seller is lessor or lessee; (viii) all contracts, agreements and other documents or information relating to disposal of waste (whether or not hazardous) currently in force in any respect; and, (ix) any other agreement or contract entered into by the Seller which is material to the Knowledge Plasma Operations Business or to the Purchased Assets. (b) Except as set forth on Schedule 2.15 hereto: ------------- (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of Sellersgeneral application affecting the rights and remedies of creditors and to general principles of equity, none each Contract is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and the Seller does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (ii) the Seller has fulfilled all material obligations required pursuant to each Material Contract isthe Contracts to have been performed by the Seller on its part prior to the date hereof, and the Seller has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Seller is not in breach, violation breach of or default under any provision of any Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for circumstances which would not have a Material Adverse Effect; (iv) to declare the knowledge of the Seller, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or exercise result in the creation of any remedy underlien, charge or encumbrance thereunder or pursuant thereto; (v) the Seller is not restricted by any Contract from carrying on the Plasma Operations Business anywhere in the world or from making, using or selling any of the Purchased Assets anywhere in the world; and (vi) the Seller has no written or oral Contracts to sell products or perform services which are expected to be performed at, or to accelerate the maturity or performance ofresult in, or to cancel, terminate, or modify such Material Contracta loss. (c) There Except as set forth on Schedule 2.3, the continuation, validity ------------ and effectiveness of each Contract will not be affected by the transfer thereof to Buyer under this Agreement and all such Contracts are no renegotiations of, attempts assignable to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationBuyer without consent. (d) The Material True, correct and complete copies of all Contracts relating have previously been delivered by the Seller to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawBuyer. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) Section 2.8 of the Sellers’ Disclosure Schedule sets forth forth, with respect to the Company and its subsidiaries, a complete and accurate list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): of: (i) a material all contracts or agreements, whether oral or written (including, without limitation, mortgages, leases, indentures and loan agreements), except (x) such contracts and agreements which are required to be set forth in the Disclosure Schedule pursuant to clauses (ii) through (xiii) of this Section 2.8 or are listed on other Disclosure Schedules required by this Agreement, (y) contracts and agreements which involve, or which may reasonably be expected to involve, the payment by or to any one or more of the Company and its subsidiaries of less than $50,000 with respect to any one contract or agreement or $75,000 with respect to any senior executive related group of contracts or agreements and (z) contracts or agreements in the nature of purchase and sales orders entered into by the Company or any subsidiary in the ordinary course of business and containing normal terms and conditions, (ii) all sales agency, distribution or dealership contracts that is are not cancelable by Equipment Co. cancellable on notice of not longer less than thirty (30) 90 days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumpremium for such cancellation under such contract; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment all employment and consulting agreements or other expenditure agreements with employees that contain any severance or termination pay liabilities or obligations that are not cancellable on notice of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice90 days without liability, penalty or premium for such cancellation under such contract; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of businessall collective bargaining or union contracts or agreements; (v) an agreement which provides for severance benefits upon termination all non-competition or other agreements between the Company or any of employmentits subsidiaries and any third party preventing or restricting the Company or any of its subsidiaries from carrying on their respective businesses anywhere in the world; (vi) a material agreement all debt obligations, mortgages, notes or indentures for borrowed money, including guaranties of or agreements to acquire any such debt obligation of others (other than obligations to be extinguished at or before the Closing) including the amount of any credit line or commitment and the names of all persons authorized to borrow or to discount debt obligations or otherwise act on behalf of the Company or any subsidiary in any dealings with a sales representative, dealer any bank or distributorfinancial institution; (vii) a material license agreementthe name of each bank or other financial institution in which the Company or any subsidiary has an account or safe deposit box, the numbers of such accounts or boxes and the names of all persons authorized to draw thereof or have access thereto; (viii) the names of the ten largest suppliers to, and the ten largest customers of, the Company and its subsidiaries as a material agreement whole for the year ended December 31, 1997 together with the approximate dollar volume by supplier and customer and a general description of the goods or services provided by each supplier; (ix) all loans to, or guarantees of loans to, employees of the Company or any subsidiary made by the Company or any subsidiary; (x) all outstanding commitments by the Company or any subsidiary to make a capital expenditure, capital addition or capital improvement involving an amount in excess of $50,000, together with any Capital Expenditure Report by the Company or any subsidiary related to making or committing to make any capital expenditure, capital addition or capital improvement subsequent to the date hereof involving an amount in excess of $50,000; (xi) all contracts or agreements under which Equipment Co. the Company or any subsidiary has granted, or is indebted for borrowed moneyobligated to grant, rights to others to use, reproduce, market or exploit any United States or foreign patents, trademarks, trade names, service marks, service names, technology, copyrights, logos, brand names, designs, industrial designs, inventions, trade secrets, secret processes or know-how involving an amount in excess of $50,000; (xii) the names and current annual compensation rates of all employees of the Company or any subsidiary whose current annual rate of compensation (including bonuses) is $75,000 or more; and (ixxiii) an agreement with a customer the names of Equipment Co.all retired employees of the Company or any subsidiary who are receiving or are entitled to receive any pension or other benefits under any unfunded plan not qualified under Section 401 of the Internal Revenue Code of 1954, as amended, their ages and their current annual unfunded pension rates. (b) Neither True and complete copies of all documents referred to in Section 2.8 of the ▇▇▇▇▇▇▇▇ Companies Disclosure Schedule have been heretofore made available to the Buyer. Neither the Company nor any of its subsidiaries is in default under any document listed or required to be listed on Section 2.8 of the Disclosure Schedule and, to the Knowledge knowledge of SellersSeller, none of the after due inquiry, no other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract person is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractbreach thereof. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no All such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies contracts have been entered into in lawfully and individually and collectively do not violate the ordinary course of business consistent with past practice and have been entered into without the commission provisions of any act alone federal, state or in concert local, statute, rule, regulation or ordinance, including without limitation, with any other Personrespect to pricing, except for such violations which, individually or any consideration having been paid or promisedcollectively, that is or would be in violation of any Lawnot have a Material Adverse Effect. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (aExcept as set forth on Schedule 2.1(p) Part 3.14(aor Schedule 2.1(l) of or as contemplated under Article III, the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is not a party (collectively, the “Material Contracts”): to or subject to any liabilities arising from: (i) a material any management or employment contract, special termination agreement or other contract for personal services with any senior executive an officer, consultant, director, employee or other person that is not cancelable terminable by Equipment Co. the Company on not more than one (1) month's notice of not longer than thirty (30) days and without liability, penalty or premium; penalty; (ii) a lease of personal property involving consideration any single contract to sell goods or other expenditure any single contract to purchase goods which exceeds $5,000 in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into price which was not incurred in the ordinary course of business; (iii) except for the Union Agreement, an any agreement involving payment providing for liability for severance pay, labor contracts, or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; labor or personnel policies; (iv) an any contract, agreement, or instrument, not reflected in the Financial Statements, evidencing or relating to any outstanding indebtedness for borrowed money or the deferred purchase price of property, or any direct or indirect guarantee of any such indebtedness or deferred purchase price; (v) except as noted under Schedule 2.1(n) or 3.9 or as contemplated under Article III, any agreement providing for that restricts the disposition right of a material assetthe Company to engage in any line of business, other than solicit employees or customers or otherwise compete in any line of business; (vi) any contract, commitment, or agreement that involves (A) any single capital expenditures by the Company in excess of $5,000 which expenditure is not in the ordinary course of business; the Company's business or (vB) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representativeexcept as contemplated in Article III, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision disposition of any Material Contract. Each Material Contract is assets reflected in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into Financial Statements not in the ordinary course of business consistent with past practice and have been entered into without the commission of practices; (vii) except as contemplated under Article III, any act alone or in concert with any other Personcontract, commitment, or agreement between (A) the Company and (B) any consideration having been paid shareholder, officer or promised, that is or would be in violation of any Law. director (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of their affiliates) of the assets owned or used byCompany; (viii) except for that certain Agreement of Limited Partnership of Wesley Hotel Group, either ▇▇▇. ▇ated April 18, 1988, as amended (the "Partnership Agreement"), and that certain Certificate of Limited Partnership of Wesley Hotel Group, ▇▇▇▇▇ . dated April 18, 1988, as amended, any partnership agreement in which the Company is a partner; or (ix) except for the Partnership Agreement, any joint venture contract or arrangement or any other agreement that involves a sharing of profits. Complete and correct copies (ii) to in the Knowledge case of any of the Sellers, no shareholder, officer, director, agent, employee, consultant foregoing that are in writing) or contractor descriptions (in the case of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred of the foregoing that are not in writing) of each of the foregoing have been delivered to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryPurchaser.

Contracts and Commitments. (a) Part 3.14(aSection 2.14(a) of the Sellers’ Disclosure Schedule sets forth a true, complete and correct list of (any and all Contracts listed or required to be listed in Section 2.14(a) of the following Disclosure Schedule, each, a “Material Contract”): (i) each Contract or group of related Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectivelyor by which the Business, the “Material Contracts”): (i) a material agreement with Company or any senior executive of the Assets are bound that is are not cancelable terminable by Equipment Co. on the Company upon notice of not longer than thirty (30) days or less without penalty and without liabilitythat involve aggregate obligations, penalty Liabilities, revenues, benefits or premium; other consideration exceeding [***] ($[***]); (ii) a lease each Contract between, on the one hand, the Company, and on the other hand, any Affiliate or Related Party (other than (A) employment agreements, (B) customary confidentiality, assignment of personal property involving consideration or other expenditure in excess inventions, (C) employee benefits generally made available to employees of One Hundred Thousand Dollars the Company and ($100,000D) per annum; any Transaction Document); (iii) except for each Contract evidencing or relating to any Indebtedness of the Company or Company Employee Indebtedness, including any loan or credit agreement, security agreement, guaranty, indenture, note, mortgage, pledge, conditional sale or title retention agreement, equipment obligation or lease purchase agreement to which the Company is a party or sale orders for by which the purchase Company or any of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars Assets are bound ($100,000) in including all guaranties issued by any Related Party relating to the aggregate that is not cancelable on less than 12 months’ notice; Company); (iv) an agreement providing for any guarantee by the disposition Company, or any similar commitment by the Company with respect to, the obligations, Liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of a material assetany other Person, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been those entered into in the ordinary course of business consistent with past practice practice; (v) any Contract which would be terminable other than by the Company or any Contract under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement; (vi) any Contract with independent contractors or consultants that cannot be cancelled by the Company without penalty or further payment and have been entered into without more than thirty (30) days’ notice; (vii) any Contract that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the commission reimbursement or refund of any act alone fees, (C) “most favored nation” or in concert with similar provision granted by the Company or (D) provision that grants any other Person, right of first refusal or any consideration having been paid right of first offer or promised, similar right or that is limits or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholderthe Company to own, officeroperate, directorsell, agenttransfer, employeepledge or otherwise dispose of any Assets or business; (viii) each Contract concerning the establishment or operation of a partnership, consultant joint venture or contractor similar enterprise and/or any strategic alliance, collaboration, joint development or similar arrangement, relating to the Company, or to which the Company is a party or by which the Business or any of the Assets are bound; (ix) each Contract that grants any option, right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of its Assets, equity or business; (x) each Contract to which the Company is a party or by which the Business, the Company or any of the Assets are bound with any Governmental Authority, or any Contract with any academic institution, research center or Governmental Authority that relates to any Asset, the Business or the Company, including the development or other creation of any Intellectual Property; (xi) each Contract to which the Company is party, or by which the Business or any of the Assets are bound (A) engage in that would entitle any third party to receive a license or continue any conductother right with respect to any Intellectual Property of Buyer or any of Buyer’s Affiliates following the Closing, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign pursuant to either ▇▇▇▇▇▇▇▇ which the Company is granted by any other Person any license, sublicense or other right to use, or a covenant not to sue with respect to, or any option to license any Intellectual Property, in each case, other than non- exclusive licenses for a commercially available, off-the-shelf software application with a replacement cost and/or aggregate annual license and maintenance fee of less than [***] ($[***]) and other non-exclusive licenses granted by a Third Party service provider under its pre-existing Intellectual Property rights in the ordinary course of business (such Contracts, collectively, the “Company In-Licenses”), (C) pursuant to which the Company granted to any other Person any rights license, sublicense or other right to use, or a covenant not to sue with respect to, or any option to license any Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business to a Third Party service provider under such Intellectual Property for the limited purpose of performing services to the Company (such Contracts, collectively, the “Company Out-Licenses”), (D) pursuant to which the Company assigned or agreed to assign to any invention, improvementPerson, or discoveryany Person assigned or agreed to assign to the Company, any Intellectual Property, (E) pursuant to which any research or development activities are conducted with respect to the Product, any other Company program or product or any Intellectual Property, or (F) that involve the payment of royalties or other amounts calculated upon the revenues or income of the Company or income or revenues related to the Product, any other Company program or product or Company Intellectual Property; (xii) each Contract that (A) limits or purports to limit the ability of the Company to compete in any line of business or geographical area (including any covenant restricting the relating to any product or product line or any other Assets), (B) requires the Company to indemnify or hold harmless any Person with respect to infringements of proprietary rights (other than indemnification obligations arising from clinical trial, contract research organizations, contract manufacturing organizations, material transfer, purchase, sale or license agreements entered into in the ordinary course of business consistent with past practice) or for breach of fiduciary duties, or (C) that limits or purports to limit that Company from soliciting any customer of any Person or from soliciting or hiring any employee, consultant or independent contractor of any Person; (xiii) each Contract that is material to the conduct and operations of the Business; (xiv) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xv) any Contract involving any current or former stockholder of the Company or any Affiliate thereof; (xvi) each Contract that relates to the acquisition or disposition of any material Assets (other than clinical trial and material transfer agreements entered into in the ordinary course of business consistent with past practice); (xvii) each Contract that results in any Person holding a power of attorney from the Company; and (xviii) each Contract to which the Company is a party or by which any of the Assets are bound for the employment of any individual or for the consulting services of any Person, or any retention bonus, indemnification or severance Contract. (b) Each Material Contract is in full force and effect. All of the Material Contracts are valid, binding and enforceable against the Company in accordance with their terms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law. Neither the Company nor, to the Knowledge of the Company, any other party to any Material Contract, is in Default under, or has improperly terminated, revoked or accelerated, any Material Contract, and, to the Knowledge of the Company, there exists no condition or event which, after notice, lapse of time or both, would constitute any such Default, termination, revocation or acceleration. Neither the Company nor any of its Affiliates has received any written notice of Default under any Material Contract. The Company has not waived in writing any of its material rights under any Material Contract. The Company is not currently paying liquidated damages in lieu of performance under any Material Contract.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth SCHEDULE 3.17 attached hereto contains a true, complete and correct list and description of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party contracts and agreements, whether written or oral (collectively, the “Material "Contracts”): "): (i1) all loan agreements, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a material agreement with party or by which the Company or any senior executive that of the Subsidiaries or any of their property is not cancelable by Equipment Co. on notice of not longer than thirty bound; (302) days and without liabilityall pledges, penalty conditional sale or premium; (ii) a lease of title retention agreements, security agreements, equipment obligations, personal property involving consideration leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, purchase orders or other expenditure understandings or arrangements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than GBP100,000 in excess the case of One Hundred Thousand Dollars any single contract, agreement, commitment, understanding or arrangement under which full performance ($100,000including payment) per annumhas not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company or any of the Subsidiaries; (4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (5) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and any of the Shareholders or their affiliates; (6) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee; (7) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; and (iii) except for purchase 8) any other material agreements or sale orders for the purchase of materials or supplies or customer contracts entered into in by the ordinary course Company or any of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.Subsidiaries. (b) Neither Except as set forth on SCHEDULE 3.17: (1) each Contract is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies Company or the relevant Subsidiary, enforceable against the Company or the relevant Subsidiary in accordance with its terms, and the Company or the relevant Subsidiary does not have any knowledge that any Contract is and, to the Knowledge of Sellers, none not a valid and binding agreement of the other parties thereto; (2) the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to each Material Contract isthe Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Company or the relevant Subsidiary, as the case may be, has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (3) the Company or the relevant Subsidiary is not in breach, violation breach of or default under any provision of any Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any lien, charge or encumbrance on the assets of the Company or the relevant Subsidiary thereunder or pursuant thereto; (4) to declare the best knowledge of the Shareholders, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or exercise result in the creation of any remedy underlien, charge or encumbrance thereunder or pursuant thereto; (5) there are not and, since January 1, 1996 have not been, any claims of a non-routine nature relating to accelerate the maturity Company or performance ofany Subsidiary by customers of the Company or any of the Subsidiaries under any warranties, whether express or to cancel, terminate, or modify such Material Contractimplied; and (6) the Company and the Subsidiaries are not restricted by any Contract from carrying on their business anywhere in the world. (c) There are no renegotiations ofTrue, attempts correct and complete copies of all Contracts have previously been delivered by the Company or the Shareholders to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationthe Buyer. (d) The Material Contracts relating Neither the Company nor any Subsidiary has received notice that (and no circumstances exist which may give rise to the saleservice of such a notice on the Company) it has been a party to any agreement, design practice or provision arrangement which in whole or in part: (a) contravenes, is subject to, or requires registration under the Restrictive Trade Practices Act 1976 and 1977; (b) contravenes the provisions of products Part IX of the Fair Trading Act 1973 (the "Fair Trading Act"); (c) would or services by might result in a reference of a "consumer trade practice" within the meaning of Section 13 of the Fair Trading Act, or be liable to a reference to the Consumer Protection Advisory Committee under Part II of the Fair Trading Act; (d) contravenes the provisions of the Trade Descriptions Act ▇▇▇▇ ▇▇▇ 1972; (e) contravenes Articles 85 and 86 of the Treaty of Rome; or (f) contravenes the provisions of the Consumer Credit Act ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Set forth in Schedule 4.11 is a complete and correct list as of the date hereof of all agreements, contracts and commitments of the following types, written or oral, that relate solely to the Panel Business and to which Seller is a party or by which it or any of its properties is bound as of the date hereof: (a) Part 3.14(amortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money; (b) employment and consulting agreements; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, insurance or other similar plans, agreements, trusts or funds for the benefit of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party employees (collectivelywhether or not legally binding); (e) sales agency, the “Material Contracts”): (i) a material agreement with any senior executive manufacturer's representative or distributorship agreements that is are not cancelable by Equipment Co. Seller without penalty on notice of not longer than thirty (30) 60 or fewer days and without liability, penalty or premiumnotice; (iif) a lease of personal property involving consideration agreements, orders or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders commitments for the purchase by Seller of materials or raw materials, supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is finished products not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (vg) an agreement which provides agreements, orders or commitments for severance benefits upon termination the sale by the Panel Business of employmentits services not in the ordinary course of business; (vih) a material agreement with a sales representativelicenses of patents, dealer or distributortrademarks and other industrial property rights; (viii) a material license agreementagreements or commitments for capital expenditures in excess of $10,000 (it being warranted that all unlisted such agreements or commitments do not exceed $25,000 in the aggregate for all projects); (viiij) brokerage or finders' agreements; (k) agreements or instruments relating to the extension of credit by Seller not in the ordinary course of business; (l) other agreements or contracts with any person who is a material agreement under which Equipment Co. is indebted for borrowed moneyshareholder, officer or director of Seller or an affiliate of any such shareholder, officer or director; and (ixm) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is andother agreements, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force contracts and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into commitments not in the ordinary course of business consistent which in any one case involves payments or receipts of more than $25,000. Complete and correct copies of all written agreements, contracts and commitments (together with past practice all amendments thereto) and accurate written descriptions of any oral agreements so listed have been entered into without made available to Purchaser. To the commission knowledge of any act alone or Seller such agreements, contracts and commitments are in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.full force and

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ The IRIS Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is(as defined below). A true, in breachcorrect, violation and complete copy of or default under any provision of any each Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation , including all amendments thereto made through the date of such ▇▇▇▇▇▇▇▇ Company party thereto andthis Agreement, has been furnished to the Knowledge of Sellers, each other party theretoHomeSeekers. To the Knowledge of the SellersMembers, no event (a) IRIS has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or not violated any of the assets owned material terms or used byconditions of any Material Contract, either ▇▇▇▇▇▇▇▇ Company and to the Knowledge of the Members, all of the covenants to be performed by any other party thereto have been fully performed, and (iib) to the Knowledge of the SellersMembers, there are no shareholdermaterial claims for breach or indemnification or notice of default or termination under any Material Contract. To the Knowledge of the Members: (i) no event has occurred which constitutes, officeror after notice or the passage of time, directoror both, agentwould constitute a material default by IRIS under any Material Contract, employee, consultant and (ii) no such event has occurred which constitutes or contractor of either ▇▇▇▇▇▇▇▇ Company is bound would constitute a default by any other party. To the Knowledge of the Members, IRIS is not subject to any liability or payment resulting from renegotiation of amounts paid under any Material Contract Contract. As used in this Agreement, the term "Material Contracts" shall include, without limitation, formal or informal, written or oral: (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(ma) hereof) that purports to limit the ability loan agreements, indentures, mortgages, pledges, hypothecations, deeds of such shareholdertrust, officerconditional sale or title retention agreements, directorsecurity agreements, agent, employee, consultant equipment financing obligations or contractor to (A) engage in or continue any conduct, activityguaranties, or practice relating to the business other sources of either ▇▇▇▇▇▇▇▇ Company contingent liability in respect of any indebtedness or (B) assign to either ▇▇▇▇▇▇▇▇ Company or obligations to any other Person Person, or letters of intent or commitment letters with respect to the same in excess of $5,000; (b) contracts obligating IRIS to provide products or services for a period of one year or more; (c) real property leases; (d) distribution, sales agency or franchise or similar agreements, or agreements providing for an independent contractor's services; (e) employment agreements, management service agreements, consulting agreements, confidentiality agreements, non-competition agreements, employee handbooks, policy statements and any rights other agreements relating to any inventionemployee, improvementofficer or director of IRIS; (f) licenses, assignments or transfers of trademarks, trade names, service marks, patents, copyrights, trade secrets or know how, or discoveryother agreements regarding proprietary rights or intellectual property; (g) any contract relating to pending capital expenditures by IRIS in excess of $10,000; (h) any non-competition agreements restricting IRIS in any manner; and (i) any contracts obligating IRIS to make payments in excess of $20,000 over the remaining terms of such contract.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule 2.14 sets forth a complete and accurate list of ------------- all contracts known to the Company and the Stockholder after reasonable investigation which have been entered into by the Company or the Stockholder related to the Practice, and still in effect as of the date hereof (the "Contracts"), of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): categories: (i) a material agreement Managed care contracts and other contracts with any senior executive that is third-party payors; (ii) Employment or similar contracts and severance agreements; (iii) Contracts (other than Leases set forth on Schedule 2.13) ------------- related to the Company or the Practice which are not cancelable by Equipment Co. without liability on notice of not longer than thirty (30) calendar days and without liability(or less) notice; (iv) Options with respect to any property, penalty real or premium; personal, whether the Company is the grantor or grantee thereunder; (iiv) a lease of personal property Contracts involving consideration expenditures or other expenditure liabilities, actual or potential, in excess of One Hundred Thousand Dollars one thousand dollars ($100,0001,000) per annum; or otherwise material to the Practice or the Company; (iiivi) except for purchase or sale orders for the purchase Promissory notes, loans, agreements, indentures, evidences of materials or supplies or customer contracts entered into in the ordinary course indebtedness, letters of businesscredit, an agreement involving payment guarantees, or other expenditure instruments relating to an obligation to pay money, individually in excess of more than One Hundred Thousand Dollars ($100,000) or in the aggregate that is not cancelable on less than 12 months’ notice; in excess of one thousand dollars (iv) an agreement providing for $1,000), whether the disposition Company shall be the borrower, lender or guarantor thereunder or whereby any properties of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; Company are pledged; (vii) a material license agreementContracts containing covenants limiting the freedom of the Company or any officer, director, employee, or stockholder of the Company, to engage in any line of business or compete with any person; and (viii) Any Contract with the United States, state or local government or any agency or department thereof. The Company has made available to PQC true, correct and complete copies within the Company's or a material agreement under which Equipment Co. is indebted for borrowed money; Stockholder's possession of, and (ix) an agreement with a customer all records relating to, all of Equipment Co.the Contracts listed on Schedule 2.14, including all amendments and ------------- supplements thereto. (b) Neither Absence of Breaches or Defaults. To the knowledge of -------------------------------- the Company or the Stockholder, all of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is Contracts are valid and in full force and effect effect. The Company and represents the Stockholder have duly performed all of their respective obligations under the Contracts, and no violation of, or default or breach, under any Contracts by the Company or any other party has occurred except for any violations, defaults, or breaches that would not have a valid Material Adverse Effect and binding obligation of such ▇▇▇▇▇▇▇▇ neither Company party thereto andnor any other party, to the Knowledge best of SellersCompany's or the Stockholder's knowledge after due inquiry, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give repudiated any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractprovisions thereof. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.8(a) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of the following Contracts each Contract described below to which either the Company or any of its properties is party or is otherwise bound or subject (together with the ▇▇▇▇▇▇▇▇ Companies is Government Contracts and Government Bids set forth on Schedule 2.27(a), each, a party (“Material Contract” and collectively, the “Material Contracts”): (i) any Contract that creates a material agreement partnership or a joint venture or arrangement that involves a sharing of profits with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premiumother Person; (ii) a lease any Contract that purports to or has the effect of personal property involving consideration limiting either the Company’s right to engage in, or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumcompete with any Person in, any business; (iii) except for purchase or sale orders for any Contract involving the purchase incurrence by the Company of materials or supplies or customer contracts entered into Liabilities (other than Liabilities to render services to customers in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ noticeany one transaction or series of related transactions in excess of $25,000; (iv) an agreement providing for any Contract creating any Lien on any of the disposition of a material asset, other than Shares; (v) any Contract pursuant to which the Company has guaranteed any Indebtedness; (vi) any Contract not made in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination business that is in excess of employment; (vi) a material agreement with a sales representative, dealer or distributor$25,000; (vii) a material license agreementany Contract granting any preferential rights to purchase or acquire any interest in any of Company’s assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any Contract that contains a material agreement under which Equipment Co. is indebted for borrowed money“most favored nation” or “most favored customer” clause; and (ix) an agreement with any leases of properties or assets of the Company, including any Contract creating a customer of Equipment Co.Lien on such property or assets. #34018857 v13 (b) Neither of Each Material Contract (i) is valid and binding on the ▇▇▇▇▇▇▇▇ Companies is Company and, to the Knowledge of Sellersthe Company, none is valid and binding upon parties other than the Company in accordance with its terms and (ii) contains no provision or covenant prohibiting or limiting the ability of the other parties Company to each operate its Business. (c) No party to any Material Contract (i) has provided any notice to the Company of its intent to terminate, or withdraw its participation in, any such Material Contract, (ii) has, to the Knowledge of the Company, threatened to terminate, or withdraw from participation in, any such Material Contract or (iii) is, to the Knowledge of the Company, in breach, violation of breach or default in any material respect under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto thereof, and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the SellersCompany, no event or condition has occurred or circumstance exists that would give any Person the right (occurred, whether with or without notice the passage of time or lapse the giving of time) to declare a default or exercise any remedy undernotice, or to accelerate the maturity both, that would constitute such a breach or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationdefault. (d) The Material Contracts relating to Except as set forth on Schedule 2.8(d) and Schedule 2.5(b),the execution, delivery and performance of this Agreement and the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None consummation of the Sellers has transactions contemplated hereby will not (i) result in or may acquire any rights under, and none of the Sellers has or may become subject give to any obligation Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or liability undermodification in or with respect to any Material Contract, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated guaranteed or other change in payments under any Material Contract that relates to or (iii) result in the business of, creation or imposition of any Actions upon the Company or any Lien upon any of the property or assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor Company under the terms of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContract.

Contracts and Commitments. (a) Part 3.14(aExcept as set forth in Schedule 3.17(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party Company will make available all contracts and agreements (collectively, the “Material "Contracts”): "), including but not limited to: (i) all loan agreements, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a material agreement with party or by which the Company or any senior executive that of the Subsidiaries or any of their property is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; bound; (ii) a lease of all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property involving consideration leases and lease purchase agreements to which the Company or other expenditure in excess any of One Hundred Thousand Dollars ($100,000) per annum; the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (iii) except for all contracts, agreements, commitments, purchase orders or sale orders for other understanding or arrangements to which the purchase Company or any of materials the Subsidiaries is a party or supplies by which the Company or customer contracts entered into any of the Subsidiaries or any of their property is bound which (A) involve Payments or receipts by the Company or any of the Subsidiaries in the ordinary course case of businessany single contract, an agreement involving payment agreement, commitment, understanding or other expenditure arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; Company or any of the Subsidiaries; (iv) an agreement providing for all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the disposition Company or any of the Subsidiaries is a material asset, other than in party or by which the ordinary course Company or any of business; the Subsidiaries or any of their property is bound; (v) an agreement all agency, distributor, sales representative, sales agency agreement, franchise or similar agreements to which provides for severance benefits upon termination the Company or any of employment; the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (vi) a material agreement with a sales representativeall contracts, dealer agreements or distributor; other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates: (vii) a material license agreement; Intentionally omitted; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous), and sales of steel scrap, prototypes, tools and dies; (ix) an agreement with all contracts, agreements or other arrangements imposing a customer non-competition or non-solicitation obligation on the Company or any of Equipment Co.its Subsidiaries; and (b) Neither Except as set forth on Schedule 3.17(b): (i) each Contract is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies Company or the relevant Subsidiary, enforceable against the Company or the relevant Subsidiary in accordance with its terms, and the Company or the relevant Subsidiary does not have any knowledge that any Contract is and, to the Knowledge of Sellers, none not a valid and binding agreement of the other parties thereto; (ii) the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to each Material Contract isthe Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Company or the relevant Subsidiary, as the case may be, has no reason to believe that is will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (iii) the Company or the relevant Subsidiary is not in breach, violation material breach of or default under any provision of any Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; (iv) to declare a the best knowledge of the Stockholders, there is no existing material breach or default or exercise by any remedy under, or other party to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material any Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such Person has made demand (written other party, result in a loss of rights or otherwise) for such renegotiation.result in the creation of any lien, charge or encumbrance thereunder or pursuant thereto; (dv) The Material Contracts there are not and, since January 1, 1994, have not been, any material claims not in the normal course of business relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, Company or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None Subsidiary by customers of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, Company or any of the assets owned Subsidiaries under any warranties, whether express or used by, either ▇▇▇▇▇▇▇▇ implied; (vi) the Company and the Subsidiaries are not expressly restricted by any Contract from carrying on their business anywhere in the world; (iivii) to neither the Knowledge Company nor any of the Sellers, no shareholder, officer, director, agent, employee, consultant Subsidiaries has any written or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred oral contracts to in Section 5.1(m) hereof) that purports sell products or perform services which are expected to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activitybe performed at, or practice relating to result in, a material loss; (viii) neither the business Company nor any of either ▇▇▇▇▇▇▇▇ the Subsidiaries has experienced any shortages of components or other supplies (collectively "Supplies") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Supplies to satisfy all outstanding orders heretofore received and all orders anticipated to be received from the date hereof through December 31, 1997; and (ix) neither the Company nor any of the Subsidiaries has experienced any shortages of raw materials ("Raw Materials") within the twelve (12) month period preceding the date hereof, and the Company and the Subsidiaries have on hand, or have reason to believe they can timely obtain, a sufficient quantity of Raw Materials to satisfy all outstanding orders heretofore received and all orders anticipated to be received through December 31, 1997. (x) there are no other material agreements or contracts entered into by the Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryof the Subsidiaries.

Contracts and Commitments. (a) Part 3.14(a) Except as filed as exhibits to the Company SEC Documents filed prior to the date of this Agreement, or as disclosed in Section 3.12 of the Sellers’ Company Disclosure Schedule sets forth a list Letter, none of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company or any Company Subsidiary is a party (collectively, the “Material Contracts”): to or bound by any Contract which (i) as of the date hereof, is a "material agreement with any senior executive that contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) or (ii) except for Leases for Company Leased Real Properties, (A) involves aggregate expenditures in excess of $5 million, (B) involves annual expenditures in excess of $5 million and is not cancelable within one year, (C) which would prohibit or materially delay the consummation of the Merger or (D) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company's current or future Affiliates, or which restricts the conduct of any line of business by Equipment Co. on notice the Company, any Company Subsidiary or any of not longer than thirty (30) days and without liabilitythe Company's current or future Affiliates or any geographic area in which the Company, penalty any Company Subsidiary or premium; (ii) a lease any of personal property involving consideration the Company's current or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of future Affiliates may conduct business, an agreement involving payment in each case in any material respect. Each Contract of the type described in Section 3.12, whether or other expenditure not set forth in Section 3.12 of more than One Hundred Thousand Dollars ($100,000) in the aggregate that Company Disclosure Letter, is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of referred to herein as a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co."Company Material Contract"). (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Company Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ on the Company or a Company Subsidiary party thereto and, to the Knowledge of SellersCompany's Knowledge, each other party thereto. To , and is in full force and effect, and the Knowledge Company and each of the SellersCompany Subsidiaries have performed in all respects all obligations required to be performed by them to the date hereof under each Company Material Contract and, no event to the Company' Knowledge, each other party to each Company Material Contract has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) performed in all respects all obligations required to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify be performed by it under such Company Material Contract. (c) There are no renegotiations of, attempts to renegotiate except, in each case, as would not, individually or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and aggregate, reasonably be expected to have been entered into without a Material Adverse Effect on the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawCompany. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Except as disclosed on Schedule 3.22 of the Disclosure Schedule: (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts The Company is not nor is any Subsidiary, with respect to which either of the ▇▇▇▇▇▇▇▇ Companies is its business, a party (collectively, the “Material Contracts”): to any oral or written contract: (i) a material agreement with that prohibits the Company or any senior executive of its Subsidiaries from freely engaging or competing in its line of business anywhere in the world; (ii) that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; arms-length terms; (iii) except for pursuant to which the Company or any of its Subsidiaries has incurred or accrued losses; (iv) that by its terms may be terminated upon a change in control of the Company or any of its Subsidiaries; (v) that commits the Company or any of its Subsidiaries to purchase or sale orders for the purchase sell any properties or assets outside of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure business for consideration in excess of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; ; (vi) that involves an unfulfilled obligation, individually or in the aggregate, in excess of $100,000 and is not terminable by the Company or any of its Subsidiaries upon less than 60 calendar days' notice for a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer cost of Equipment Co.not less than $100,000; (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is andSince December 31, to the Knowledge of Sellers1997, none of the other parties Company's or any of its Subsidiaries' significant customers, suppliers, outside service providers or sources of referral has indicated that it will stop or materially decrease the rate of business done with or referred to each Material Contract is, in breach, violation of either the Company or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. Subsidiary. (c) To the Knowledge of the SellersCompany, no event has occurred neither the Company nor any of its Subsidiaries is obligated to (i) purchase any property or circumstance exists that would give services at a price greater than the prevailing market price, (ii) sell any Person property or services at a price less than the right prevailing market price, (with iii) pay rentals or without notice royalties at a rate greater than the prevailing market price or lapse of time(iv) to declare act as lessor or licensor at a default or exercise any remedy under, or to accelerate rate less than the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationprevailing market price. (d) The Material Contracts relating to the sale, design or provision Parent has been supplied with a true and correct copy of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements all written contracts which are referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholderon Schedule 3.22, officertogether with all amendments, directorexhibits, agentattachments, employee, consultant waivers or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverychanges thereto.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 3.14 attached hereto contains a true, complete and correct list and description of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party contracts and agreements, whether written or oral (collectively, the “Material "Contracts”): "): (i) all loan agreements, indentures, mortgages and guaranties to which the Company is a material agreement with party or by which the Company or any senior executive that of its property is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; bound; (ii) a lease of all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property involving consideration leases and lease purchase agreements to which the Company is a party or by which the Company or any of its property is bound; (iii) all contracts, agreements, commitments, purchase orders or other expenditure in excess understandings or arrangements to which the Company is a party or by which the Company or any of One Hundred its property is bound which (A) involve payments or receipts by the Company of more than Ten Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,00010,000) in the aggregate that is case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not cancelable on less than 12 months’ notice; been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company; (iv) an agreement providing for all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the disposition Company is a party or by which the Company or any of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. its property is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.bound; (b) Neither Except as set forth on Schedule 3.14: (i) each Contract is a valid and binding agreement of the ▇▇▇▇▇▇▇▇ Companies Company, enforceable against the Company in accordance with its terms, and the Company does not have any knowledge that any Contract is and, to the Knowledge of Sellers, none not a valid and binding agreement of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ thereto; (ii) the Company party thereto and, has fulfilled all material obligations required pursuant to the Knowledge of Sellers, each other party thereto. To Contracts to have been performed by the Knowledge Company prior to the date hereof; (iii) to the best knowledge of the Sellers, there is no event existing material breach or default by any other party to any Contract; and (iv) he Company has occurred not received notice that any party to any of the Contracts intends to cancel or circumstance exists that would give terminate any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material ContractContracts. (c) There are no renegotiations ofTrue, attempts to renegotiate correct and complete copies of all written Contracts have previously been delivered by the Company or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating the Sellers to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawBuyer. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) To the best of the Sellers’ Disclosure Schedule Enterprise's and ------------------------- Enterprise Shareholder's knowledge, Exhibit 3.10 sets forth a list of each of ------------ the following Contracts written or oral contracts, agreements, commitments or other instruments to which either of the ▇▇▇▇▇▇▇▇ Companies Enterprise is a party (collectively, or to which it or any of its assets or properties is bound which calls for or requires payments or the “Material Contracts”): (i) a material agreement with provision of goods or services by any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure party in excess of One Hundred Ten Thousand Dollars ($100,00010,000) per annum; year (iiieach a "Material Contract") except for purchase or sale orders for the purchase (For purposes of materials or supplies or customer contracts entered into in the ordinary course of businessthis Section and Section 3.9, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination an initial payment or obligation less than $10,000, but which provides for possible future payments or obligations, shall be deemed to be in excess of employment; $10,000 if Enterprise or the Enterprise Shareholder reasonably expect that the agreement will involve amounts in excess of $10,000 over the term of the agreement.): (via) a material agreement with a sales representative, dealer consulting or distributor; (vii) a material license agreement; (viii) a material similar agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with Enterprise provides any advice or services to a customer of Equipment Co.Enterprise; (b) Neither continuing contract for the future purchase, sale, license, provision or manufacture of the ▇▇▇▇▇▇▇▇ Companies products, material, supplies, equipment or services which is andnot terminable on ninety (90) days' or less notice without cost or other liability to Enterprise or in which Enterprise has granted or received manufacturing rights, most favored customer pricing provisions or exclusive marketing rights relating to the Knowledge any product or services, group of Sellers, none of the other parties to each Material Contract is, in breach, violation of products or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred services or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract.territory; (c) There are no renegotiations ofcontract providing for the acquisition of software by Enterprise, attempts for the development of software for Enterprise, or the license of software to renegotiate Enterprise, which software is used or outstanding rights incorporated in any products currently distributed by Enterprise or services currently provided by Enterprise or is contemplated to renegotiate be used or incorporated in any amounts paid products to be distributed or payable services to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand be provided by Enterprise (written or otherwise) for such renegotiation.other than software generally available to the public at a per copy license fee of less than One Thousand Dollars ($1,000)); (d) The Material Contracts relating joint venture or partnership contract or agreement or other agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of Ten Thousand Dollars ($10,000) per annum with any other party; (e) contract or commitment for the saleemployment of any officer, design employee or provision consultant of products Enterprise or any other type of contract or understanding with any officer, employee or consultant of Enterprise which is not immediately terminable by Enterprise without cost or other liability; (f) indenture, mortgage, trust deed, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with United States Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (g) lease or other agreement under which Enterprise is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed Ten Thousand Dollars ($10,000) per annum; (h) agreement or arrangement for the sale of any assets, properties, services by the ▇▇▇▇▇▇▇▇ Companies have been entered into or rights, other than in the ordinary course of business consistent with past practice and have been entered into without practice; (i) agreement which restricts Enterprise from engaging in any aspect of its business or competing in any line of business in any geographic area; (j) Enterprise IP Rights Agreements (as defined in Section 3.12 below); (k) agreement relating to the commission sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any act alone shares of capital stock or other securities of Enterprise or any options, warrants or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor; (l) contract with or commitment to any labor union; or (m) other agreement, contract, commitment or instrument that is material to the business of Enterprise or that involves a commitment by Enterprise in concert with any other Personexcess of Ten Thousand Dollars ($10,000). A copy of each Material Contract, or any consideration having if such Material Contract is not in writing a written summary of the material terms thereof, which is required by this Section to be listed on Exhibit 3.10 has been paid delivered to NetSelect. ------------ (Where several Material Contracts that are not in writing contain material terms that do not differ in significant respects from each other, Enterprise may summarize once the material terms of such Material Contracts and then simply identify the various parties to such Material Contracts.) No consent or promised, that is or would be in violation approval of any Law. (e) None of third party is required to ensure that, following the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability underClosing, any Material Contract that relates shall continue to the business of, be in full force and effect without any breach or any violation thereof caused by virtue of the assets owned Exchange or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverytransaction called for by this Agreement.

Contracts and Commitments. (a) Part 3.14(aSchedule 3.17 attached hereto contains a true, complete and ------------- correct list (and description with respect to any oral contracts or agreements) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party contracts and agreements (collectively, the “Material "Contracts”): "): (i1) all loan agreements, lines of credit, evidence of indebtedness, indentures, mortgages and guaranties to which the Company or any of the Subsidiaries is a material agreement party or by which the Company or any of the Subsidiaries or any of their property is bound; (2) all pledges, conditional sale or title retention agreements, security agreements, equipment obligations, personal property leases and lease purchase agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (3) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound which (A) involve payments or receipts by the Company or any of the Subsidiaries of more than $100,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) which may materially adversely affect the condition (financial or otherwise) or the properties, assets, business or prospects of the Company or any of the Subsidiaries; (4) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (5) all agency, distributor, sales representative, franchise or similar agreements to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their property is bound; (6) all contracts, agreements or other understandings or arrangements between the Company and any of the Subsidiaries (including, but not limited to, any tax sharing arrangements) or between the Company and any of the Stockholders or their affiliates; (7) all leases, whether operating, capital or otherwise, under which the Company or any of the Subsidiaries is lessor or lessee (except personal property leases each of which obligates the Company or any Subsidiary to make payments of less than $10,000 in any twelve (12) month period and which, in the aggregate, obligate the Company or any Subsidiary to make payments of less than $10,000 in any 12-month period); (8) all contracts, agreements or other understandings or arrangements between the Company or any Subsidiary, on the one hand, and the lessor of any property pursuant to any lease or affiliate thereof, on the other hand, including, without limitation, all agreements pursuant to which any such lessor or affiliate thereof provides services to the Company or any Subsidiary ("Ancillary Services Agreements"); (9) all contracts, agreements and other documents or information relating to past disposal of waste (whether or not hazardous); (10) all contracts, agreements or other arrangements imposing a non-competition or non-solicitation obligation on the Company or any of its Subsidiaries; (11) all agreements currently in effect with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty third party payor, including, without limitation, any health maintenance organization or health insurer; (3012) days and without liability, penalty all agreements or premium; (ii) a lease of personal property involving consideration or other expenditure commitments for capital expenditures in excess of One Hundred Thousand Dollars $50,000 for any single project; ($100,00013) per annum; any indemnity arrangement or undertaking arising in connection with any sale or disposition of assets (iii) except for purchase or sale orders for the purchase other than sales of materials or supplies or customer contracts entered into assets in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ); ($100,00014) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in all contracts entered into outside the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.and (b15) Neither any other material agreements or contracts entered into by the Company or any of the ▇▇▇▇▇▇▇▇ Companies Subsidiaries. (1) each Contract is anda valid and binding agreement of the Company or the relevant Subsidiary, to enforceable against the Knowledge of SellersCompany or the relevant Subsidiary in accordance with its terms, none and the Company or the relevant Subsidiary does not have any knowledge that any Contract is not a valid and binding agreement of the other parties thereto; (2) the Company or the relevant Subsidiary has fulfilled all material obligations required pursuant to each Material Contract isthe Contracts to have been performed by the Company or the relevant Subsidiary, as the case may be, on its part prior to the date hereof, and the Company or the relevant Subsidiary, as the case may be, has no reason to believe that it will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof; (3) the Company or the relevant Subsidiary is not in breach, violation breach of or default under any provision of any Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred which with the passage of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute such a default, result in a loss of timerights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto; and (4) to declare the knowledge of the Company, there is no existing breach or default by any other party to any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by such other party, result in a loss of rights or exercise result in the creation of any remedy underlien, charge or to accelerate the maturity encumbrance thereunder or performance of, or to cancel, terminate, or modify such Material Contractpursuant thereto. (c) There are no renegotiations ofTrue, attempts to renegotiate correct and complete copies of all Contracts have previously been delivered by the Company or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating the Stockholders to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawBuyers. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) Except as filed as an exhibit to Teletrac's SEC Reports or as set forth in Schedule 3.13, neither Teletrac nor its Subsidiaries is a party to nor bound by any oral or written contract, obligation or commitment of the Sellers’ Disclosure Schedule sets forth a list any type in any of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): categories: (i) a material agreement agreements or arrangements with any senior executive employees of Teletrac and its Subsidiaries that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitycontain severance pay, penalty understandings with respect to tax arrangements, understandings with respect to expatriate benefits, or premium; post-employment liabilities or obligations; (ii) a lease agreements or plans under which benefits will be increased or accelerated by the occurrence of personal property involving consideration any of the transactions contemplated by this Agreement or other expenditure in excess under which the value of One Hundred Thousand Dollars ($100,000) per annum; the benefits will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) except for purchase agreements, contracts or sale orders for the purchase of materials or supplies or customer contracts entered into commitments currently in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for force relating to the disposition or acquisition of a material asset, assets other than in the ordinary course of business; , or relating to an ownership interest in any corporation, partnership, joint venture or other business enterprise; (iv) agreements, contracts or commitments (A) relating to the acquisition, transfer, development, sharing, license (to or by Teletrac), or use of any Teletrac IP Right (as defined herein), except for any contract pursuant to which any Teletrac IP Right is licensed to Teletrac under any third party software license generally available to the public, or (B) with respect to the manufacturing, distribution or marketing of any products of Teletrac; (v) an agreement agreements, contracts or commitments for the purchase of materials, supplies or equipment which provides provide for severance benefits upon termination of employment; purchase prices substantially greater than those presently prevailing for such materials, supplies or equipment, or which are with sole or single source suppliers; (vi) a material agreement with a sales representativeguarantees or other agreements, dealer contracts or distributor; commitments under which Teletrac or any of its Subsidiaries is absolutely or contingently liable for (A) the performance of any other person, firm or corporation (other than Teletrac or its Subsidiaries), or (B) the whole or any part of the indebtedness or liabilities of any other person, firm or corporation (other than Teletrac or its Subsidiaries and other than indebtedness or liabilities to Teletrac or its Subsidiaries); (vii) powers of attorney authorizing the incurrence of a material license agreement; obligation on the part of Teletrac or its Subsidiaries; (viii) a material agreement under agreements, contracts or commitments which Equipment Co. is indebted for borrowed money; and limit or restrict (A) where Teletrac or any of its Subsidiaries may conduct business, (B) the type or lines of business (current or future) in which they may engage, or (C) any acquisition of assets or stock (tangible or intangible) by Teletrac or any of its Subsidiaries; (ix) an agreements, contracts or commitments containing any agreement with respect to a customer change of Equipment Co.control of Teletrac or any of its Subsidiaries; (bx) Neither agreements, contracts or commitments for the borrowing or lending of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy undermoney, or the availability of credit (except credit extended by Teletrac or any of its Subsidiaries to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into customers in the ordinary course of business and consistent with past practice practice); (xi) any hedging, option, derivative or other similar transaction and have been entered into without any foreign exchange position or contract for the commission exchange of currency; and (xii) any act alone joint marketing or in concert with any other Personjoint development agreement, or any consideration having been paid license or promised, that is or would be in violation of distribution agreement relating to any LawTeletrac product. (eb) None Neither Teletrac nor any of the Sellers its Subsidiaries, nor to Teletrac's knowledge any other party to a Teletrac Contract (as defined below), has breached, violated or may acquire any rights defaulted under or received written notice that it has breached, violated or defaulted under, and none of the Sellers has or may become subject (nor does there exist, to any obligation or liability underTeletrac's knowledge, any Material Contract that relates condition that, with the passage of time or the giving of notice or both, would constitute such a breach, violation or default under), any material agreement, contract or commitment to the business of, which Teletrac or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound and which is filed as an Exhibit to Teletrac's SEC Reports or required to be disclosed in Schedule 3.13(a) (any such agreement, contract or commitment, a "TELETRAC CONTRACT"). (c) Each Teletrac Contract is a valid, binding and enforceable obligation of Teletrac and/or its Subsidiaries, and to Teletrac's knowledge, of the assets owned other party or used byparties thereto, either ▇▇▇▇▇▇▇▇ Company in accordance with its terms, and (ii) in full force and effect, except to the Knowledge extent enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of the Sellers, no shareholder, officer, director, agent, employee, consultant creditors' rights governing or contractor by general principles of either ▇▇▇▇▇▇▇▇ Company is bound by any Material equity. (d) An accurate and complete copy of each Teletrac Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred has been made available to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryTrafficmaster.

Contracts and Commitments. (a) Part 3.14(a) Seller has delivered or made available to Buyer accurate, current and complete copies of all Material Contracts to which the Company is a party as of the Sellersdate of this Agreement and will promptly deliver or make available accurate, current and complete copies of all documents that become Material Contracts after the date hereof, in each case together with all amendments thereto. The Company is not bound by any oral Contracts other than oral Contracts to purchase or sell materials or products, or purchase or provide services, that are terminable on less than six (6) months’ Disclosure notice without payment of any penalty. Schedule 4.20 sets forth a list all Contracts of the following Contracts types to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party bound (collectivelycollectively with the Leases and the Equipment Leases, the “Material Contracts”): ): (ia) all Contracts between the Company, on the one hand, and any of its customers or suppliers set forth in Schedule 4.09, on the other hand; (b) all Contracts that limit the ability of the Company to compete in any line of business currently conducted by the Company; (c) all Contracts that contain a material agreement with “most-favored nation” or “most-favored-customer” clause; (d) all Contracts that require the Company to purchase its total requirement of any senior executive product or service from a third party; (e) all Contracts to which the Company is a party or by which the Company or any of its assets are bound that is not cancelable requires payments to or by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure the Company in excess of One Hundred Thousand Dollars $25,000 per year and is not terminable on less than six ($100,0006) per annum; months’ notice without payment of any penalty; (iiif) except for purchase all Contracts with any Governmental Authority; (g) all Contracts involving any joint venture, partnership or sale orders for similar arrangement; (h) all Contracts involving the purchase future disposition or acquisition of materials any assets or supplies properties individually or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for material to the disposition of a material assetCompany, other than dispositions or acquisitions in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.and (bi) Neither all Contracts involving arrangements between Seller or the Company or any of their respective Affiliates, on the one hand, and Seller or the Company or any of their Affiliates, on the other hand, that will not be terminated at or prior to the Closing. Except as set forth in Schedule 4.20, (i) each of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract Contracts is in full force and effect and represents a constitutes the legal, valid and binding obligation of such ▇▇▇▇▇▇▇▇ the Company party thereto and, to the Knowledge of SellersSeller, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Company is not in default (and Seller has no Knowledge of any event or condition which, with the Sellerspassage of time, no shareholderwould become a default) in the performance, officerobservance or fulfillment of any obligation, directorcovenant or condition of the Company contained therein, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ and (iii) neither Seller nor the Company is bound by has received written notice that any other party to a Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to is in Section 5.1(m) hereof) that purports to limit default in the ability performance, observance or fulfillment of any obligation, covenant or condition of such shareholderother party contained therein, officerexcept, directorwith respect to items (ii) and (iii), agentfor defaults, employeeif any, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to that would not have a Material Adverse Effect on the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryCompany.

Contracts and Commitments. (a) Part 3.14(a) Schedule 2.13 hereto contains a complete list of each written contract of the Sellers’ Disclosure Schedule sets forth Seller that is material to the Seller, including but not limited to the following: (i) all employment contracts between the Seller and its employees, other than those terminable by the Seller at will and without payment or penalty; (ii) all collective bargaining agreements and union contracts to which the Seller is a list party; (iii) all written contracts with distributors, brokers, manufacturer’s representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or distribution of the following Contracts Seller’s products; (iv) all presently open purchase orders issued by the Seller in excess of $5,000, all sales orders received by the Seller in excess of $5,000 that have not yet been completed, and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (v) all written contracts between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an “Affiliate”); (vi) all written contracts under which the Seller is either of the ▇▇▇a b▇▇▇▇▇ Companies or bailee including without limitation written contracts for the bailment of vehicles; (vii) all agreements pursuant to which the Seller acquired the Trade Name or a substantial portion of its assets; and (viii) all other written executory contracts of the Seller reflecting obligations for borrowed money or for other indebtedness or guaranties thereof. (b) To the best of Seller’s present knowledge and without investigation, the Seller is not a party to any written contract that would restrict it from engaging in any business. (collectively, c) To the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice best of not longer than thirty (30) days Seller’s present knowledge and without liabilityinvestigation, penalty or premium; (ii) a lease each of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts listed on Schedule 2.13 is valid and binding, and each has been entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge best of Seller’s present knowledge and without investigation, the Seller is not in default of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractcontracts described in this Section 2.13. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) EXCEPT for the Leases, Purchase Orders and Other Contracts, true and correct copies of which have been delivered by Seller to Buyer, Seller is not a party to or bound by, and will be a party to or bound by at the time of the Sellers’ Disclosure Schedule sets forth a list Closing, with respect to the Food Courts or any of the following Contracts to which either other Acquired Assets, any written or oral (I) employment contracts, management or consulting agreements; or service agreements, (II) contracts with sales representatives, franchisees, agents, media providers, or other contracts affecting or regarding the marketing of the Food Courts; (III) contracts with any labor union or association or other employee group; (IV) leases with respect to any property, real or personal, whether as lessor or lessee; (V) patent, know-how, trademark, service ▇▇▇▇▇▇▇▇ Companies is a party (collectively, copyrights, licenses or other contracts requiring the “Material Contracts”): (i) a material agreement with payment or providing for the receipt of any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premiumroyalty; (iiVI) agreements creating a lease of personal property involving consideration lien or other expenditure security interest in any personal property, tangible or intangible; (VII) contracts or commitments for capital expenditures in excess of One Hundred Thousand Dollars ($100,000) per annum5,000.00, in the aggregate; (iiiVIII) except agreements creating or providing for long-term debt or continuing credit or any guarantee thereof; (IX) bonus, incentive compensation, stock option or stock purchase plans; (X) contracts continuing over a period of more than 30 days from its date; OR (XI) other material contracts, whether or sale orders for the purchase of materials or supplies or customer contracts entered into not made in the ordinary course of business. Seller has in all material respects performed all obligations required to be performed by Seller to date under the Leases, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that Purchase Orders and Other Contracts and is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision agreements, leases or other instruments or contracts to which Seller is a party or by which Seller is bound, nor to Seller's knowledge are there any outstanding disputes under any such agreements. Except for any required consents, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, will result in a breach or default, or result in the acceleration of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, nor cause any termination, cancellation or to accelerate the maturity other loss of benefits under any such agreements, leases or performance of, other instruments or to cancel, terminate, or modify such Material Contractcontracts. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 4.13 attached hereto lists: (i) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts all contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party or is otherwise bound that require the receipt or expenditure of more than Two Hundred Fifty Thousand Dollars (collectively$250,000) by the Company in any consecutive twelve-month period after the date hereof, the “Material Contracts”): other than those terminable without penalty on not more than ninety (i90) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premiumdays’ notice; (ii) any agreement to which the Company is a lease party or is otherwise bound creating or evidencing long-term indebtedness (whether incurred, assumed, guaranteed or secured by any asset); (iii) all licensing agreements with third parties to which the Company is a party that require the receipt or expenditure of personal property involving consideration or other expenditure in excess of One more than Two Hundred Fifty Thousand Dollars ($100,000250,000) per annum; (iii) except for purchase or sale orders for by the purchase of materials or supplies or customer contracts entered into Company in any consecutive twelve-month period after the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ noticedate hereof; (iv) an each collective bargaining or other agreement providing for to which the disposition Company is a party or is otherwise bound with any labor union or other representative of a material assetgroup of employees; (v) each partnership, joint venture, contribution, tax sharing or other agreement to which the Company is a party or is otherwise bound involving a sharing of profits, losses, costs or liabilities by the Company with Seller or any of its Affiliates or any third party; (vi) each written contract or other agreement to which the Company is a party and containing terms which impose or purport to impose non-competition obligations upon the Company; (vii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) any contract to which the Company is a material agreement under which Equipment Co. party or is indebted otherwise bound providing for borrowed moneythe purchase or sale of property other than in the ordinary course of business or providing for the purchase or sale of real property; and (ix) an agreement with all real property leases, subleases, under leases, licenses or other occupancy agreements (each, a customer of Equipment Co.“Real Estate Lease”) to which the Company is a party ((i) – (ix) collectively, “Material Contracts”). (b) Neither Except as set forth on Schedule 4.13(b), the Company has not obtained any letter of credit for, or given any power of attorney to, any person or entity for any purpose whatsoever that, in each case, is outstanding or will be in effect on the Closing Date. (c) The Company is not in breach or default, and to Seller’s knowledge, there is no basis for any claim of breach or default, under any of the ▇▇▇▇▇▇▇▇ Companies Material Contracts, except such claims, breach or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any written notice that the Company is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of breach or default under any provision of any Material Contract. Each To the knowledge of Seller, all of the Material Contract is Contracts are in full force and effect and represents a valid are valid, binding and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (enforceable in accordance with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationtheir respective terms. (d) The Material Contracts relating Seller has heretofore delivered or made available to the sale, design or provision Purchaser true and correct copies of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None all of the Sellers has or may acquire any rights underMaterial Contracts, including all amendments, modifications and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverysupplements thereto.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts 3.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectively, the “"Material Contracts”): (i) a material "), except that Schedule 3.15 need not list any such agreement with any senior executive that is not cancelable by Equipment Co. listed on notice of not longer than thirty (30) days and without liabilityany other Schedule hereto, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts was entered into in the ordinary course of businessthe business of the Company and that, an agreement involving payment in any case: (i) is for the purchase of supplies or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than inventory items in the ordinary course of business; (vii) an agreement which provides is related to the purchase or lease of any capital asset involving aggregate payments of less than $5,000 per annum; or (iii) may be terminated without penalty, premium or liability by the Company on not more than thirty (30) days' prior written notice; provided, however, that Schedule 3.15 shall list all technology agreements, software development agreements and software licenses involving the Company or any Affiliate, regardless of the duration thereof or the amount of payments called for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.required thereunder. (b) Neither Except as set forth in Schedule 3.15: (i) all Material Contracts are in full force and effect; (ii) the Company is in compliance with all of its obligations under the ▇▇▇▇▇▇▇▇ Companies is andMaterial Contracts, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under and has not received any provision of written notice that any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, breach or default or is now subject to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no any condition or event which has occurred or circumstance exists that would give any Person the right (with or without and which, after notice or lapse of time) to declare time or both, would constitute a default by any party under any such contract, lease, agreement or exercise any remedy undercommitment; and (iii) none of the Material Contracts will be voided, revoked or terminated, or voidable, revocable or terminable, upon and by reason of the Merger and the change of ownership of the Company pursuant to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractthis Agreement. (c) There are no renegotiations ofNo purchase commitment by the Company is in excess of the normal, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, ordinary and no such Person has made demand (written or otherwise) for such renegotiationusual requirements of the business of the Company. (d) The Material Contracts relating Except as set forth in Schedule 3.15, the Company does not have any outstanding contracts with or commitments to the saleofficers, design employees, technicians, agents, consultants or provision of products or services advisors that are not cancelable by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into Company without the commission of any act alone penalty, premium or in concert with any other Person, liability (for severance or any consideration having been paid or promised, that is or would be in violation of any Lawotherwise) on less than thirty (30) days' prior written notice. (e) None There is no outstanding power of attorney granted by the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject Company to any obligation person, firm or liability under, corporation for any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverypurpose whatsoever.

Contracts and Commitments. (a) Part 3.14(a) Except as set forth in Disclosure Schedule Section 5.12(a), none of the Sellers’ Disclosure Schedule sets forth Contracts contain a list provision (1) restricting any of the following Contracts to which either of Seller Group from carrying on the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, Business or any part thereof anywhere in the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premiumworld; (ii2) a lease relating to the proposed acquisition of personal property involving consideration any operating business or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in any assets outside the ordinary course of business; or (v3) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted relating to indebtedness for borrowed money; , including capital leases and (ix) an agreement with a customer of Equipment Co.any security agreements relating thereto. (b) Neither Disclosure Schedule Section 5.12(b) sets forth a complete and accurate list of each Contract: (i) relating to the supply of tandem accelerators; and (ii) with terms and conditions for services to be rendered by Seller that are different from Seller's standard terms and conditions for the service of products of the ▇▇▇▇▇▇▇▇ Companies Business. (c) Disclosure Schedule Section 5.12(c) sets forth a complete and accurate list of all contracts, agreements, arrangements and commitments (whether or not a Contract) to which Seller or any of its Affiliates is a party and which relate to the Business: (i) for sales agency, representation or distribution; (ii) for consulting services; (iii) for research and development; and (iv) licenses to Seller or any Affiliate from any third Person of any intellectual property used in the Business or any licenses from Seller or any Affiliate to any third Person of any Intellectual Property. (d) True and complete copies of all documents (together with all ancillary documents thereto, including any amendments, consents for alterations and documents regarding variations) set forth in Disclosure Schedule Sections 5.12(a), 5.12(b) and 5.12(c) have been delivered to Buyer. (e) Except as set forth in Disclosure Schedule Section 5.12(e), with respect to the Contracts, (i) each is a legal, valid and binding obligation of the Seller Group and, to the Knowledge knowledge of Sellersthe Seller Group, each other party thereto and in full force and effect, (ii) none of the Seller Group and, to the knowledge of the Seller Group, no other parties to each Material Contract is, party thereto is in breach, violation default in the performance of any of its obligations thereunder or in the payment of any principal of or interest on any indebtedness for borrowed money, (iii) no default under any provision of the Seller Group and, to the knowledge of the Seller Group, no other party thereto has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any Material Contract. Each Material Contract is other event) would constitute an event of default thereunder, (iv) upon consummation of the transactions contemplated by this Agreement without providing notice to or obtaining consent from any Person, each such contract, agreement, commitment or restriction will continue in full force and effect without penalty or other adverse consequence and represents a valid and binding obligation of shall be unaffected by such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Persontransactions, and (v) no such Person contract, agreement, commitment or restriction has made demand (written been amended or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound otherwise affected by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholderside letter, officer, director, agent, employee, consultant interpretation or contractor to (A) engage in or continue any conduct, activity, or practice correspondence relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverythereto.

Contracts and Commitments. (a) Part 3.14(aInsofar as they relate to the Business and constitute a portion of the Transferred Assets, Schedule 3.13, together with the leases set forth on Schedule 3.9, the licenses and other agreements set forth on Schedule 3.10 and the employee benefit plans and commitments set forth on Schedule 3.15, contains a true and complete list and description (stated without duplication) of: (i) all contracts (including, without limitation, letters of credit) and commitments of the Seller which are material to the operations, business, prospects or condition (financial or otherwise) of the Sellers’ Disclosure Schedule sets forth a list Seller or the Business; (ii) all employment agreements, arrangements and commitments, including severance or termination arrangements and commitments (whether written or oral), between the Seller and employees of the following Contracts Seller; (iii) all consulting agreements (whether written or oral), regardless of amounts or duration; (iv) all manuals or written materials of the Seller relating to severance or termination pay; (v) all material contracts or commitments (whether written or oral) with distributors, brokers, manufacturer's representatives, sales representatives, service or warranty representatives, customers and other persons, firms, corporations or other entities engaged in the sale, distribution, service or repair of the Seller's products; (vi) all other contracts, commitments and instruments of the Seller relating to the Business (excluding, for purposes of this clause (vi), leases) reflecting obligations for borrowed money or for other indebtedness or guarantees thereof; (vii) all purchase orders issued by or sales orders received by the Business in excess of ten thousand dollars ($10,000.00) each and any purchase or sales orders which call for delivery or performance on a date more than three (3) months from the date of this Agreement; (viii) all contracts relating to construction-in-progress of capital assets; and (ix) all joint venture or materially similar agreements or arrangements to which either of the ▇▇▇▇▇▇▇▇ Companies Seller is a party in any way providing for the manufacture, marketing, sale or distribution of any products of the Seller. (b) The Seller shall deliver as soon as practicable after the Closing Date true and complete copies of all of the documents identified on Schedules 3.9, 3.10, 3.13 and 3.15 (collectively, the “"Material Contracts”): (i") a material agreement with any senior executive that is not cancelable by Equipment Co. on notice and shall deliver true and complete copies of not longer than thirty (30) days all such other agreements, instruments and without liabilitydocuments as the Purchaser may reasonably request relating to the operation, penalty ownership or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither conduct of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material ContractBusiness. (c) There are no renegotiations of, attempts The Seller is not a party to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationagreement that would restrict it from carrying on the Business anywhere in the world. (d) The Each of the Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have has been entered into in the ordinary course of business consistent with past practice and have been entered into without to the commission actual knowledge of any act alone or in concert with any other Person, or any consideration having been paid or promised, that Seller is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights undervalid and binding, and none of such contracts contains terms or conditions which are materially adverse to the Sellers Seller or the Business. To the actual knowledge of Seller, the Seller is not, and no other party is, in default under or in breach or violation of, nor has the Seller received actual notice of any asserted claim of default by the Seller or may become subject to by any obligation or liability other party under, any Material Contract that relates to the business or a breach or violation of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContracts.

Contracts and Commitments. (a) Part 3.14(aTo the Company’s knowledge, Schedule 5.9(a) of the Sellers’ Disclosure Schedule sets forth a list attached hereto lists all of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies is a party Company which are currently in effect as of the date hereof (collectivelyand, as identified on Schedule 5.9(a), the “Material Contracts”): ): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer Contracts (other than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment ) which involve commitments to make capital expenditures or other expenditure which provide for the purchase of more than One Hundred goods or services by the Company from any one Person under which the undelivered balance of such products or services has a purchase price in excess of Twenty-Five Thousand Dollars ($100,00025,000); (ii) in the aggregate that is not cancelable on less than 12 months’ notice; Contracts (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been purchase orders entered into in the ordinary course of business) which provide for the sale of products or services by the Company and under which the undelivered balance of such products or services has a sale price in excess of Twenty-Five Thousand Dollars ($25,000); (iii) Contracts relating to the borrowing of money by the Company, to the granting by the Company of a Lien on any of its assets, or any guaranty by the Company of any obligation or Liability in any case involving a Liability in excess of Twenty-Five Thousand Dollars ($25,000); (iv) Contracts with dealers, distributors, brokers or sales representatives which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (v) Contracts relating to advertising or media commitments for its products or services which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (vi) Contracts pursuant to which the Company is a lessor or a lessee of any property, Personal Property or real property, or holds or operates any tangible Personal Property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed Twenty-Five Thousand Dollars ($25,000); (vii) Contracts relating to the manufacture or packaging of any of the Company’s products which are likely to involve payments in excess of Twenty-Five Thousand Dollars ($25,000); (viii) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by the Company or otherwise used in the Business (other than any license of mass-marketed or otherwise generally available software); (ix) any power of attorney (whether revocable or irrevocable) given to any Person by the Company; (x) Contracts by the Company not to compete in any business consistent or in any geographical area or with past practice respect to which the Company is the beneficiary of any non-compete provision; (xi) Contracts restricting the right of the Company to use or disclose any information in their possession or with respect to which the Company is the beneficiary of any confidentiality, nondisclosure or non-use provision; (xii) any partnership, joint venture or other similar arrangements; (xiii) any employment agreements, severance agreements, bonus agreements and non-competition agreements with employees of the Company including, without limitation, all contracts involving Bonus Payments; (xiv) any Contract with any officer, director, shareholder or any of their respective Affiliates except for employment agreements with its officers (which shall be identified as an Affiliate contract on Schedule 5.9(a)); and (xv) any other Contract by the Company which is material to the operation of the Business. (b) Except as disclosed on the attached Schedule 5.9(b): (i) the Company has not materially breached or cancelled any Contract; (ii) to the Company’s Knowledge, none of the Company’s Contracts have been breached in any respect or canceled by the other party which has not been duly cured or reinstated; (iii) to the Company’s Knowledge, the Company is not in receipt of any written claim of default under any Contract; (iv) to the Company’s Knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a material breach or default under any Contract or create in any Person the right to accelerate, suspend, terminate, modify, cancel or exercise any other material right under any Contract; (v) no Person has given written notice to the Company of repudiation of any provision of any Contract; and (vi) the Company has not received any written notice of any, and to the Company’s Knowledge there is no, impending change of any relationship with any customer or supplier of the Company or other Person with whom the Company has a material business relationship. To the Company’s Knowledge, each Contract is valid, binding and in full force and effect and enforceable in accordance with its terms. Except as disclosed on Schedule 5.9(b), all of the Material Contracts are either terminable at will or on not more than 90 days advance notice by the Company without penalty. (c) Except as disclosed on Schedule 5.9(a), the Company has made available to Parent true, correct and complete copies of all of the Material Contracts together with all amendments or waivers thereof. (d) Each of the Company’s Contracts have been entered into without the commission of any act by or on behalf of the Company, alone or in concert with any other Person, or any consideration having been paid or promised, that that, in either case, is or would be in violation of any Law. (e) None Except as disclosed on Schedule 5.9(e), the Company has obtained all consents from third parties required under the Material Contracts which are necessary to consummate the transactions contemplated hereby. The consummation of the Sellers has transactions contemplated by this Agreement will not result in the termination or may acquire any rights under, and none breach of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContracts.

Contracts and Commitments. (a) Part 3.14(a) Except as set forth in Schedule 4.12(a), neither the Company nor any Subsidiary of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party to: (collectivelyi) agreements to which a physician or referral source is a party; (ii) agreements with health maintenance organizations, preferred provider organizations, school districts, alternative delivery systems or other payors; (iii) corporate integrity agreements, settlement and other agreements with Governmental Authorities; (iv) agreements which contain non-competition covenants which restrict the activities of the Company or any Subsidiary in any geographic area; (v) agreements in which the Company or any Subsidiary manages the operations of another party, and any agreement in which the Company or any Subsidiary has material management services provided to it; (vi) joint venture or partnership agreements; (vii) (A) other employment contracts, independent contractor agreements, consulting agreements and equivalent contracts, agreements or commitments for the employment or engagement by the Company or any Subsidiary of any employee or agent contemplating an annual payment of cash compensation in excess of $150,000 for such employee or agent, and (B) other contracts, agreements or other commitments contemplating bonus, severance or similar compensation awards to employees or agents; (viii) contracts or commitments affecting ownership of, title to, use of or any interest in the Real Property; (ix) patent licensing agreements or any other agreements, licenses or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other intellectual property affecting the facilities operated by the Company or the Subsidiaries; (x) any agreement with another Person materially limiting or restricting the ability of the Company or any Subsidiary of the Company to enter into or engage in any market or line of business; (xi) any agreement with any director of the Company or any of its Subsidiaries; (xii) any agreement for the sale of any of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; (xiii) any material agreement relating to the incurrence, assumption, surety or guarantee of any indebtedness (excluding any agreement to guarantee lease payments); (xiv) any material agreement under which the Company or any of its Subsidiaries has made advances or loans to any other Person (which shall not include advances made to an employee of the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (xv) any other contracts or commitments not identified above, whether in the ordinary course of business or not, which (A) involve future payments, performance of services or delivery of goods or materials, to or by the Company or any of its Subsidiaries in an amount exceeding $175,000 on an annual basis, or (B) have a term longer than three (3) years. (b) Each of the contracts set forth on Schedule 4.12(a) (the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitythe legal, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms except, in each case, as such ▇▇▇▇▇▇▇▇ enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) has been made available to Parent by the Company party in true and accurate form, including all amendments thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge and all related side letters; and (iii) has had all of the Sellersobligations required to be performed by the Company or one or more of the Subsidiaries as of the date of this Agreement and as of the Effective Time performed in all material respects. Except as set forth on Schedule 4.12(b), no event neither the Company nor any of the Subsidiaries has received notice that any act or omission by the Company or one of the Subsidiaries has occurred or circumstance exists that would give any Person failed to occur which, with the right (with or without notice or giving of notice, the lapse of time) to declare time or both, would constitute a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such under a Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the saleCompany’s knowledge, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that there is or would be in violation of any Lawno basis therefor. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. The Company and Shareholders represent ------------------------- that: (a) Part 3.14(aThe Company has no agreements, contracts, commitments or restrictions which are material to its business, operations or prospects or which require the making of any charitable contribution; (b) No purchase contracts or commitments of the Sellers’ Disclosure Schedule sets forth Company continue for a list period of more than twelve (12) months or are in excess of the following Contracts to which either normal, ordinary and usual requirements of business or at any excessive price; (c) There are no outstanding sales contracts, commitments or proposals of the ▇▇▇▇▇▇▇▇ Companies is Company which continue for a party period of more than twelve (collectively12) months or will result in any loss to the Company upon completion or performance thereof, the “Material Contracts”): after allowance for direct distribution expenses nor are there any outstanding contracts, bids or sales or service proposals quoting prices which will not result in a normal profit; (id) a material agreement The Company has no outstanding contracts with any senior executive officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that is are not cancelable by Equipment Co. it on notice of not longer than thirty (30) 30 days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.; (e) None of the Sellers The Company has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business ofno employment agreement, or any other agreement that contains any severance, or termination liabilities or obligations; (f) The Company has no collective bargaining or union contracts or agreements; (g) To the knowledge of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and Shareholders, the Company is not in default, nor is there any basis for any valid claim of default, under any contract made or obligation owed by it; (iih) The Company has no employees other than the Shareholders to whom it is paying compensation at the Knowledge annual rate of more than $75,000 for services rendered; (i) The Company is not restricted by agreement from carrying on its business anywhere in the world; (j) The Company has no power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, comaker, indemnitor or otherwise in respect of the Sellersobligation of any person, no shareholdercorporation, officerpartnership, directorjoint venture, agentassociation, employee, consultant organization or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryentity.

Contracts and Commitments. (a) Part 3.14(a) Section 3.13 of the Sellers’ Disclosure Schedule sets forth a list of all of the following Contracts agreements, contracts and commitments (each, a “Contract”) to which either of the ▇▇▇▇Companies are a party or by which either of the Companies or their respective assets or the Transferred Assets, to the extent applicable, are bound and, in each case, where there are still remaining obligations on the part of any party thereto (each, a “Material Contract”): (a) employment agreements or severance agreements or employee termination arrangements, in any such case, with respect to the senior executive officers of the Companies and employees, that are not terminable at will by the respective company; (b) any change of control agreements with employees of either of the Companies; (c) all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (d) all Contracts outside the ordinary course of business that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of any Person; (e) Contracts containing any covenant materially limiting the ability of the either of the Companies to engage in any material line of business or to compete with any business or Person (excluding in each case confidentiality agreements entered into between either of the Companies and prospective purchasers of the Business); (f) Contracts (other than Plans) with (i) Seller Parent, its Affiliates, or their unitholders, (ii) either of the Companies, or (iii) any officer, director or employee of Seller Parent, its Affiliates or either of the Companies, that are not terminable at will, or that cannot be terminated without material penalty; (g) Contracts under which either of the Companies has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $150,000; (i) Leases and (ii) personal property leased to or from either of the Companies (and to or from ▇▇▇▇ Companies is a party (collectivelyMarkets and Thomaston Land, as it relates solely to the “Material Contracts”): Transferred Assets) for amounts in excess of $15,000 over any twelve-month period; (i) a material agreement guaranties of the Companies involving underlying obligations; (j) Contracts relating to capital expenditures with respect to the Companies and involving future payments which exceed $10,000; (k) all Contracts with any senior executive that Governmental Authority to which either Company is not cancelable by Equipment Co. on notice of not longer than thirty a party; (30l) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts Contracts entered into in since January 1, 2014 relating to the ordinary course of business, an agreement involving payment acquisition or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, assets (other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) or a material agreement portion of the capital stock of any business enterprise; (m) Contracts with a sales representative, dealer Material Customer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.Material Supplier; (bn) Neither Contracts contributing to the Companies’ or the Business’s revenue, which are not being transferred as part of the ▇▇▇▇Transaction; (o) Contracts (other than those covered by clause (a) through (n) above) pursuant to which either of the Companies will receive or pay in excess of $100,000 over any twelve-month period. Seller Parent, ▇▇▇▇ Companies is andMarkets and Thomaston Land, to the Knowledge extent applicable, have made available or delivered to Purchaser a copy of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any written Material Contract. Each Material Contract is in full force and effect effect, and represents a is valid and binding obligation enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of such ▇▇▇▇equitable remedies. As of the date hereof, with respect to all Material Contracts, none of the Companies, ▇▇▇▇ Company Markets, Thomaston Land or, to Sellers’ Knowledge, any other party thereto to any such contract is in material breach thereof or material default thereunder and, to Sellers’ Knowledge, there does not exist any event which, with the Knowledge giving of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or the lapse of time) to declare , would constitute such a default material breach or exercise any remedy undermaterial default, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) except for such renegotiation. (d) The Material Contracts relating breaches, defaults and events as to the sale, design which requisite waivers or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies consents have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Lawobtained. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ The Company Disclosure Schedule ------------------------- Letter sets forth a true, correct and complete list of the following Contracts contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Company or a Subsidiary is a party (collectivelyincluding every amendment, modification or supplement to the “Material Contracts”foregoing): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice contracts of not longer than thirty (30) days and without liabilityemployment, penalty or premium; (ii) a lease of personal property involving consideration agreements or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except arrangements for the purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars any assets ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other otherwise than in the ordinary course of business; ), (iii) agreements, contracts or indentures relating to the borrowing of money, (iv) agreements with unions, material independent contractor agreements and material leased or temporary employee agreements, (v) an agreement which provides for severance benefits upon termination tower site leases and other leases of employment; any real property involving annual rent of $25,000 or more, (vi) a material agreement with a sales representativeprogramming and retransmission consent agreements, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither contracts containing covenants limiting the freedom of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business ofCompany, or any of the assets owned its Subsidiaries, to engage in any line of business or used by, either ▇▇▇▇▇▇▇▇ Company to compete with any entity and (iiviii) other than respect to contracts identified in the Company Disclosure Letter pursuant to Section 3.7, all other contracts, agreements or commitments involving annual payments made by or to the Knowledge Company or a Subsidiary of $100,000. Except for agreements, arrangements or commitments disclosed in the SellersCompany Disclosure Letter, no shareholderneither the Company nor any of its Subsidiaries is a party to any agreement, officer, director, agent, employee, consultant arrangement or contractor of either ▇▇▇▇▇▇▇▇ Company commitment which is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating material to the business of either ▇▇▇▇▇▇▇▇ the Company taken as a whole. The Company has delivered or (B) assign made available true, correct and complete copies of all such agreements, arrangements and commitments to either ▇▇▇▇▇▇▇▇ Parent. Neither the Company nor any of its Subsidiaries is in default under any such agreement, arrangement or to any other Person any rights to any invention, improvementcommitment which has had, or discoverycould reasonably be expected to have, a Company Material Adverse Effect.

Contracts and Commitments. (a) Part 3.14(a) Schedule 4.11 hereto contains a complete list of each contract and commitment of the Sellers’ Disclosure Schedule sets forth a list Seller that is material to the operations, assets, business or financial condition of the following Contracts Seller or that by its terms can reasonably be expected to which either require future payment by or to the Seller of $1000.00 or more, including but not limited to the following: (i) all employment contracts and commitments between the Seller and its employees, other than those terminable by the Seller at will and without payment or penalty; (ii) all contracts or commitments, written or oral, with distributors, brokers, manufacturer’s representatives, sales representatives, service or warranty representatives, customers, and other persons, firms, or corporations engaged in the sale or distribution of the ▇▇Seller’s products; (iii) all purchase orders issued by the Seller in excess of $1000.00, all sales orders received by the Seller in excess of $1000.00 and all purchase or sales orders that call for delivery or performance on a date more than one year from the date of this Agreement; (iv) all contracts and arrangements between the Seller or any person or entity that controls, is controlled by, or is under common control with, the Seller or any family member of any such person (such entity or person, being hereinafter referred to as an “Affiliate”); (v) all contracts and arrangements, written or oral, under which the Seller is either a ▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and or bailee including without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders limitation contracts for the purchase bailment of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; vehicles; (vi) all agreements pursuant to which the Seller acquired the Trade Name or a material agreement with a sales representative, dealer or distributorsubstantial portion of its assets; and (vii) a material license agreement; all other contracts and commitments of the Seller (viiiexcluding Business Leases for the purpose of this Section 4.11) a material agreement under which Equipment Co. is indebted and instruments reflecting obligations for borrowed money; and (ix) an agreement with a customer of Equipment Co.money or for other indebtedness or guarantees thereof. (b) Neither At the Purchaser’s reasonable request, the Seller shall deliver or cause to be delivered to the Purchaser full and complete copies of the ▇▇▇▇▇▇▇▇ Companies is and, to documents identified above and all such other agreements and instruments as the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material ContractPurchaser may reasonably request. (c) There are no renegotiations Each of the contracts listed on Schedule 4.11 is valid and binding, and except as otherwise provided in Schedule 4.11, neither the Seller nor any other party hereto is in default under or in breach or violation of, attempts to renegotiate or outstanding rights to renegotiate and neither the Seller nor any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person other party hereto has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission received notice of any act alone or in concert with asserted claim of default by any other Personparty under, or any consideration having been paid a breach or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned contracts, agreements, and commitments listed in Schedule 4.11, including without limitation, any licensing or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) usage agreements with respect to the Knowledge of technology that the Sellers, no shareholder, officer, director, agent, employee, consultant Seller now uses or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition currently intends and Confidentiality Agreements referred plans to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryuse.

Contracts and Commitments. (a) Part 3.14(aSchedule 3.17 contains a complete and accurate list of all contracts (written or oral), plans, undertakings, commitments or agreements or other instruments (including, without limitation, intercompany contracts) (“Contracts”) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts categories to which either of the ▇▇▇▇▇▇▇▇ Companies any Company is a party or by which it or any of its properties or assets is bound as of the date of this Agreement: (collectively, the “Material Contracts”): (i1) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders Contracts for the purchase of materials materials, supplies, or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars equipment ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides purchase contracts and orders for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into inventory in the ordinary course of business consistent with past practice practice), (2) management, service, commission, consulting, or other similar types of Contracts or (3) advertising Contracts, in any such case that have an aggregate future liability to any person (other than the Companies) in excess of $2,500,000 per year and are not terminable by the Companies by notice of not more than 30 days; (ii) material licenses, options, or other agreements relating in whole or in part to the Intellectual Property (including any license or other agreement under which a Company is licensee or licensor of any such Intellectual Property); (iii) Contracts (including so-called take-or-pay or keepwell agreements) under which any person (including a Company) has directly or indirectly guaranteed indebtedness, liabilities, or obligations of any person (in each case other than endorsements for the purpose of collection in the ordinary course of business) and, for each such guaranty, (A) whether the obligation covered by that guaranty relates to any Contributor or its affiliate and (B) if the guaranty is secured by a Lien on any property or other asset of the Companies, the nature of that security; (iv) any Contract that creates a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the business of any of the Companies, or (B) requiring any of the Companies to invest funds in or make loans to, or purchase any securities of, another person, venture or other business enterprise, in each case, that could reasonably be expected to be in excess of $10,000,000; (1) Contracts pertaining to the purchase and sale of natural gas in all its forms and all other hydrocarbons (including liquid products) having a term of more than twenty-seven days or involving the payment or receipt of more than $2,500,000 per year of cash or other value, including, without limitation, pipeline leases or operating agreements, including compressor leases; and (2) Contracts pertaining to the processing, treating, compression, gathering, storage, exchange, transportation or transmission of natural gas in all its forms and all other hydrocarbons (including liquid products) involving the payment or receipt of more than $2,500,000 per year of cash or other value; (vi) Contracts, leases, or easements involving yearly rental payments or receipts in excess of $2,500,000; (vii) all promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money, whether as borrower, lender or guarantor, in excess of $10,000,000 and all related security agreements or similar agreements associated therewith; (viii) Contracts containing covenants limiting the freedom of a Company to engage in any line of business or compete with any person or operate at any location, including, without limitation, any preferential rights granted to third parties; (ix) Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets with a value in excess of $10,000,000 (other than inventory) or capital stock of any person (including, without limitation, the Companies); (x) Contracts between a Company, on one hand, and any of the Contributors or any affiliate of the Contributors (or any current or former officer, director or employee of the Contributors or any affiliate of the Contributors) on the other hand; (xi) Contracts pertaining to the ownership, operation, or maintenance of any and all facilities of the Companies having a value in excess of $10,000,000; (xii) to the extent not otherwise listed on Schedule 3.17, Contracts the primary purpose of which are to require a Company to indemnify or otherwise make whole any person with an indemnification or make whole obligation having a value in excess of $10,000,000; (xiii) Contracts that prohibit a Company from making cash distributions in respect of the equity interests of such Company, other than restrictions set forth in the limited liability company agreement or other governing documents of a Company; and (xiv) any other Contract which is material to the Companies. (b) True copies of the written Contracts, and accurate written summaries of the oral Contracts, identified in Schedule 3.17 (the “Material Contracts”) have been entered into without made available to KMEP. Except as set forth in Schedule 3.17, the commission Companies are not and, to KMI’s and the Contributors’ knowledge, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation or lapse of) any term, condition or provision of any act alone of the Material Contracts except for defaults, breaches, violations or events which would not, individually or in concert the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Companies, taken as a whole. (c) Other than Contracts which have terminated or expired in accordance with their terms, each of the Material Contracts constitutes valid, binding and enforceable obligations of the Companies or the Contributors and the Contributors’ affiliates to the extent they are parties thereto and, to KMI’s and the Contributors’ knowledge, enforceable obligations of any other Personparty thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and no defenses, off-sets or counterclaims have been asserted or, to the knowledge of KMI and the Contributors, threatened by any party thereto other than the Companies, nor has a Company executed any waiver that materially waives any rights thereunder, except as Schedule 3.17 sets forth. (d) To KMI’s and the Contributors’ knowledge, no event has occurred which either entitles, or any consideration having been paid would, upon notice or promisedlapse of time or both, that is or would be in violation entitle the holder of any Lawindebtedness set forth in Schedule 3.17 to accelerate, or which does accelerate, the maturity of any indebtedness affecting the Companies. (e) None of Except as set forth in Schedule 3.17 or as would not, individually or in the Sellers has aggregate, have, or may acquire any rights underreasonably be expected to have, and a Material Adverse Effect on the Companies, taken as a whole, (i) none of the Sellers has Contributors, the Contributors' affiliates or may become the Companies have received any prepayment, advance payment, deposits or similar payments, and have no refund obligation, with respect to any gas or products purchased, sold, transported, gathered, stored or processed by or on behalf of the Companies; (ii) none of the Contributors, the Contributors’ affiliates or the Companies have received any compensation for transportation, gathering, storage or processing services which would be subject to any refund or create any repayment obligation either by or liability under, any Material Contract that relates to the business ofCompanies, or any and to KMI's and the Contributors' knowledge, there is no basis for a claim that a refund is due; and (iii) with regard to gas transportation, gathering, processing, storage and sales Contracts in effect as of the assets owned or used bydate hereof, either ▇▇▇▇▇▇▇▇ Company the Companies will be entitled to receive the full contract price in accordance with the terms of each such Contract for all gas and (ii) to products transported, gathered, processed, stored and/or sold on and after the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryClosing Date.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth 3.10 contains a true, complete and correct list of the following Contracts written contracts and agreements (the "PPL Material Contracts"): (i) all contracts, agreements, commitments, purchase orders or other understandings or arrangements to which either of the ▇▇▇▇▇▇▇▇ Companies PPL is a party or by which PPL or its properties is bound which involve payments or receipts by PPL of more than US$5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (collectively, the “Material Contracts”): (iincluding payment) a material agreement with any senior executive that is has not cancelable been rendered by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; all parties thereto; (ii) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, pension plans, retirement plans, employee stock option or stock purchase plans and group life, health and accident insurance and other employee benefit plans, agreements, arrangements or commitments to which PPL is a lease party or by which PPL or any of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumits properties is bound; and (iii) except for purchase all material leases, whether operating, capital or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of businessotherwise, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. PPL is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.lessor or lessee. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is andPPL has no other material agreements and commitments, including, to the Knowledge extent material, but not limited to: (i) pledges, conditional sale or title retention agreements, security agreements, equipment obligations, and lease agreements relating to any of SellersPPL's assets to which PPL is a party or by which PPL is bound; (ii) contracts, none agreements, commitments, purchase orders or other understandings or arrangements involving payment by PPL of US$5,000 or more and relating to PPL's business or assets to which PPL is a party or by which PPL is bound under which full performance (including payment) has not been rendered by all parties thereto, or which may materially adversely affect the other parties financial condition of its business; (iii) distribution agreements, agency agreements, franchises or similar agreements to each Material Contract iswhich PPL is a party or by which it is bound affecting its business; or (iv) contracts under which full performance (including payment) has not been rendered by PPL with any stockholder, current or former director, any lessor connected with a stockholder or current or former director, employee, consultant, agent, representative or security holder, including any employment, consulting or deferred compensation agreement and any executive compensation, bonus or incentive plan agreement; (v) contracts for the purchase, sale, lease of materials, supplies, equipment or capital assets, or the receipt of services by PPL, (i) the performance of which will extend over a period of more than one year and involve consideration in breachexcess of US$5,000 (excluding contracts that may be terminated without penalty on notice of 90 days or less), violation or (ii) involve consideration in excess of or US$5,000; or (vi) contracts of guarantee and indemnification. (c) Except as disclosed on Schedule 3.10, PPL is not in default in any material respect under any provision of any PPL Material Contract. Each Material Contract is in full force , and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without which, after notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate both, would constitute such a default, result in a loss of material rights or result in the maturity creation of any material lien, charge or performance ofencumbrance, or to cancel, terminate, or modify under any such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personcontract, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the SellersSeller, (x) there is no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound existing material default by any Material Contract other party to any such contract, and (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(my) hereof) that purports to limit the ability no event has occurred which, after notice or lapse of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activitytime, or practice relating to both, would constitute a material default by such other party, result in a loss of material rights or result in the business creation of either ▇▇▇▇▇▇▇▇ Company any material lien, charge or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to encumbrance, under any other Person any rights to any invention, improvement, or discoverysuch contract.

Contracts and Commitments. (a) Part 3.14(a) Except as set forth on the Contracts Schedule, neither the Company nor any of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies its Subsidiaries is a party (collectively, the “Material Contracts”): to any: (i) Contract involving a material partnership, limited liability company, joint venture or similar Contract with another party; (ii) collective bargaining agreement or other Contract involving any labor agreement or collective bargaining agreement with any senior executive labor union, trade union, works counsel, or other employee representative body; (iii) Contract which contains a covenant that is purports to restrict any business activity of the Company or its Subsidiaries or limit the freedom of the Company or its Subsidiaries to engage in any line of business or engage in business in any geographical area or compete with any Person; (iv) Contract that provides the Company or any customer of the Company with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers, including any Contract containing “most favored nation” provisions; (v) Contract the performance of which extends beyond one (1) year or that involves the cash payment or potential cash payment by or to the Company of more than one hundred thousand dollars ($100,000) per year which cannot cancelable by Equipment Co. on notice of not longer than be terminated within thirty (30) days and after giving notice of termination without liability, penalty or premiumresulting in any liabilities to the Company; (iivi) a lease of personal property involving consideration Contract with any Governmental Body; (vii) bonus, pension, profit sharing, retirement or other expenditure form of deferred compensation plan, other than as set forth in Section 5.14 or any of the Employee Benefits Schedule relating thereto; (viii) stock purchase, stock option or similar plan; (ix) Contract (excluding at-will offer letters that do not contemplate retention, severance, change in control payments, or other material benefits in the event of termination of such Person which are material to the Company and its Subsidiaries taken as a whole and not otherwise set forth on the Contracts Schedule or Employee Benefits Schedule) for the employment or engagement of any officer, individual employee or other Person on a full-time or consulting basis that is not terminable at-will, provides for base compensation in excess of One Hundred Thousand Dollars two hundred thousand dollars ($200,000) per annum, or provides for retention, severance, change in control payments, or other material benefits in the event of termination of such Person other than as set forth in Section 5.14 or any of the Employee Benefits Schedule relating thereto; (x) Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (xi) guaranty of any obligation for borrowed money or other material guaranty; (xii) lease or Contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds three hundred thousand dollars ($300,000); (xiii) lease or Contract under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds one hundred thousand dollars ($100,000) per annum); (iiixiv) except for other than purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, Contract or group of related Contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xv) Contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case other than (1) Contracts involving licenses of commercially available, off-the-shelf software having an agreement involving payment or other expenditure annual value of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; $75,000, (iv2) an agreement providing Contracts primarily for the disposition provision of a material assetservices where the granting or obtaining (or agreement to obtain) any right to use, or permission or agreement to permit any other than Person to use, any Intellectual Property is ancillary or incidental to the transactions contemplated in such Contract, and (3) non-exclusive licenses granted in the ordinary course of business; (vxvi) an agreement which provides for severance benefits upon termination other material Contract limiting or otherwise adversely affecting the Company’s or any of employmentits Subsidiaries’ ability to use or disclose any material Company Intellectual Property, in each case, other than Contracts entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (vixvii) a material agreement with a sales representativeContracts pursuant to which the Company has an obligation to indemnify, dealer defend or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted hold harmless any Person for borrowed moneyclaims or actions relating to the infringement, misappropriation or violation of any Intellectual Property, other than Contracts entered into by the Company or any of its Subsidiaries in the ordinary course of business; and (ixxviii) an agreement with a customer Contracts relating to the acquisition or disposition (whether by merger, sale of Equipment Co.stock, sale of assets or otherwise) of any Person or material line of business entered into during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business. (b) Neither As of the ▇▇▇▇▇▇▇▇ Companies is anddate hereof, to the Knowledge of Sellers, none each of the other parties Contracts listed or required to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract be listed on the Contracts Schedule is in full force and effect effect, and represents is a legal, valid and binding obligation of such ▇▇▇▇▇▇▇▇ the Company or a Subsidiary of the Company which is party thereto thereto, and, to the Knowledge knowledge of Sellersthe Company, of the other parties thereto enforceable against each of them in accordance with its terms, in each case, except as may be limited by the Enforceability Exceptions. Except as set forth on the Contracts Schedule, as of the date hereof, neither the Company nor any Subsidiary of the Company (as applicable) is in material default under any Contract listed on the Contracts Schedule, and, to the knowledge of the Company, the other party thereto. To the Knowledge to each of the SellersContracts listed on the Contracts Schedule is not in material default thereunder. Except as set forth on the Contracts Schedule, as of the date hereof, no event has occurred that with the lapse of time or circumstance exists that would give any Person the right (with or without giving of notice or lapse both would constitute a material breach or default on the part of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other PersonCompany, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None Subsidiary of the Sellers has or may acquire any rights underCompany or, and none to the knowledge of the Sellers has or may become subject Company, any other party under any Contract listed on the Contracts Schedule. To the knowledge of the Company, as of the date hereof, (i) no party to any obligation or liability underContract listed on the Contracts Schedule has exercised any termination rights with respect thereto, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) no party has given written notice of any material dispute with respect to any Contract listed on the Contracts Schedule. The Company has made available to the Knowledge Purchaser true and correct copies of each Contract listed on the SellersContracts Schedule, no shareholdertogether with all amendments, officer, director, agent, employee, consultant modifications or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoverysupplements thereto.

Contracts and Commitments. (a) Part 3.14(a) of The Disclosure Schedule, under the Sellers’ Disclosure Schedule sets forth a list of caption referencing this Section 3.12, lists the following Contracts contracts, whether oral or written, of an amount or value in excess of $25,000 (other than with respect to the contracts identified in clauses (v) and (viii) below, which shall be disclosed without regard for amount or value) to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party and which are in effect as of the date hereof (collectively, the “Material Contracts”): ): (i) all employment, agency or consulting agreements, all contracts or commitments providing for severance, termination or similar payments, including on a material agreement with any senior executive that is not cancelable by Equipment Co. on notice change of not longer than thirty (30) days and without liability, penalty or premium; control of the Company; (ii) all contracts terminable by any other party thereto upon a lease change of personal property involving consideration control of the Company or other expenditure upon the failure of the Company to satisfy financial or performance criteria specified in excess of One Hundred Thousand Dollars ($100,000) per annum; such contract as provided therein; (iii) except for purchase all contracts between or sale orders for among the purchase Company, Seller or any affiliate of materials Seller, any member of the Executive Committee, officer, managing member or supplies employee of the Company or customer contracts entered into any member of his or her immediate family or any entity affiliated with any such person relating in any way to the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; Company; (iv) an agreement all contracts relating to the performance and payment of any surety bond or letter of credit required to be maintained by the Company; (v) all confidentiality or non-disclosure agreements; (vi) all agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company; (vii) all contracts for the provision of the Company’s services to any third party (a “Client”); (viii) all contracts containing exclusivity or noncompetition provisions or which would otherwise prohibit the Company from freely engaging in business anywhere in the world; (ix) all license agreements, transfer or joint-use agreements or other agreements providing for the disposition payment or receipt of a material asset, royalties or other than compensation by the Company in connection with the ordinary course of business; Company Intellectual Property (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.as defined in Section 3.13 hereof); (bx) Neither all agreements providing for the development or use of any products, software or Intellectual Property by or for any third party; (xi) all agreements providing for the clearing by third parties of securities transactions effected or introduced by the Company; and (xii) any and all other agreements of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been not entered into in the ordinary course of business consistent or that are material to the business, financial condition, results of operation or prospects of the Company. (b) The Company has performed in all material respects all obligations required to be performed by it in connection with past practice the Contracts and have been entered into without the commission is not in receipt of any act alone or claim of default under any such Contract. Each Contract is in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Lawfull force and effect. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Except as set forth in Schedule 3.12 of the TravCorps Disclosure Schedule: (a) Part 3.14(a) Neither TravCorps nor any of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to its Subsidiaries has any agreements, contracts, or commitments, written or oral, which either of the ▇▇▇▇▇▇▇▇ Companies is a party (collectively, the “Material Contracts”): involve (i) a material agreement with any senior executive that is not cancelable the performance of services by Equipment Co. on notice TravCorps or its Subsidiaries in excess of not longer than thirty (30) days and without liability, penalty $150,000 anticipated for fiscal year 1999 or premium; (ii) a lease the performance of personal property involving consideration services or other expenditure delivery of goods to TravCorps or its Subsidiaries in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except 150,000 anticipated for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.fiscal year 1999; (b) Neither TravCorps nor any of its Subsidiaries has any collective bargaining or union contracts or agreements; (c) Neither TravCorps nor any of its Subsidiaries is restricted by any agreement or other commitment from carrying on its business as currently conducted anywhere in the world; (d) Neither TravCorps nor any of its Subsidiaries has any material obligations for Indebtedness; (e) Neither TravCorps nor any of its Subsidiaries is a party to any partnership or joint venture agreement whether or not a separate legal entity is created thereby or any contract or agreement relating to the acquisition or disposition of any portion of its business; (f) Neither TravCorps nor any of its Subsidiaries is in material breach or default, under any contract referred to in Schedule 3.12, and there exists no event or condition (other than the entering into of this Agreement and the consummation of the ▇▇▇▇▇▇▇▇ Companies is andtransactions contemplated hereby) which (whether with or without notice, lapse of time, or both) would constitute a material default by TravCorps or any Subsidiary thereunder, give rise to a right to accelerate, modify or terminate any material provision thereof or give rise to any material Encumbrance on their respective material Properties or assets or a right to any material, additional or guaranteed payments; and to the Knowledge knowledge of SellersTravCorps or any of its Subsidiaries, none of the no other parties party to each Material Contract is, any such contract or agreement is in breach, violation of material breach or default under any provision of any Material Contract. Each Material Contract thereof; (g) each contract and agreement referred to in Schedule 3.12 and each contract and agreement relating to a TravCorps License Right is valid and in full force and effect and represents constitutes a legal, valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto TravCorps or any of its Subsidiaries, and, to the Knowledge knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, TravCorps or any of its Subsidiaries, the assets owned other parties thereto, enforceable in accordance with its terms, accurate and complete copies thereof, together with all amendments thereto, have been heretofore delivered or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) made available to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryCCS.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.8(a) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of the following Contracts each Contract described below to which either the Company or any of the ▇▇▇▇▇▇▇▇ Companies its properties is party or is otherwise bound or subject (each, a party (“Material Contract” and collectively, the “Material Contracts”): (i) any Contract that creates a material agreement partnership or a joint venture or arrangement that involves a sharing of profits with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premiumother Person; (ii) a lease any Contract that purports to or has the effect of personal property involving consideration limiting either the Company’s right to engage in, or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annumcompete with any Person in, any business; (iii) except for purchase or sale orders for any Contract involving the purchase incurrence by the Company of materials or supplies or customer contracts entered into Liabilities (other than Liabilities to render services to customers in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ noticeany one transaction or series of related transactions in excess of $25,000; (iv) an agreement providing for any Contract creating any Lien on any of the disposition of a material asset, other than Shares; (v) any Contract pursuant to which the Company has guaranteed any indebtedness; (vi) any Contract not made in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreementany Contract granting any preferential rights to purchase or acquire any interest in any of Company’s assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any Contract that contains a material agreement under which Equipment Co. is indebted for borrowed money“most favored nation” or “most favored customer” clause; and (ix) any leases of properties or assets of the Company, including any Contract creating an agreement with a customer of Equipment Co.Lien on such property or assets. (b) Neither Except as set forth on Schedule 2.8(b), (i) the Company is not in breach of, or default under, any Material Contract, and (ii) each Material Contract, to the Knowledge of the ▇▇▇▇▇▇▇▇ Companies Company, is valid and binding upon parties thereto other than the Company in accordance with its terms. (c) No party to any Material Contract (i) has provided any written notice to the Company of its intent to terminate, or withdraw its participation in, any such Material Contract, (ii) has, to the Knowledge of the Company, threatened to terminate, or withdraw from participation in, any such Material Contract or (iii) is, to the Knowledge of the Company, in breach or default in any material respect under any provision thereof, and, to the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the SellersCompany, no event or condition has occurred or circumstance exists that would give any Person the right (occurred, whether with or without notice the passage of time or lapse the giving of time) to declare a default or exercise any remedy undernotice, or to accelerate the maturity both, that would constitute such a breach or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationdefault. (d) The Material Contracts relating to Except as set forth on Schedule 2.8(d),the execution, delivery and performance of this Agreement and the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None consummation of the Sellers has transactions contemplated hereby will not (i) result in or may acquire any rights under, and none of the Sellers has or may become subject give to any obligation Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or liability undermodification in or with respect to any Material Contract, (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated guaranteed or other change in payments under any Material Contract that relates to or (iii) result in the business of, creation or imposition of any Actions upon the Company or any Lien upon any of the property or assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor Company under the terms of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryContract.

Contracts and Commitments. (a) Part 3.14(a) Section 3.13 of the Sellers’ Disclosure Schedule sets forth a list of all of the following Contracts agreements, contracts and commitments to which either the Company or any of the ▇▇▇▇▇▇▇▇ Companies Subsidiaries is a party or by which the Company, any of the Subsidiaries or their respective assets are bound (collectively, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for inventory by the purchase Company or any of materials or supplies or customer contracts entered into the Subsidiaries in the ordinary course of business) (each such contract of the type described in this Section 3.13, an agreement involving payment whether or other expenditure not set forth in Section 3.13 of more than One Hundred Thousand Dollars the Disclosure Schedule, a “Material Contract”): (a) employment agreements or severance agreements or employee termination arrangements or consulting agreements, in any such case, with respect to employees or consultants earning in excess of $100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.50,000 per year; (b) Neither any change of control agreements with employees or consultants of the ▇▇▇▇▇▇▇▇ Companies is and, to Company or the Knowledge Subsidiaries earning in excess of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract.$100,000 per year; (c) There are no renegotiations ofagreements, attempts contracts, commitments or arrangements containing any covenant limiting the ability of the Company or the Subsidiaries to renegotiate engage in any line of business or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts compete with any Person, and no such Person has made demand (written business or otherwise) for such renegotiation.person; (d) The Material Contracts agreements or contracts (including loans or similar arrangements) with the Company or any affiliate of the Company (other than the Company and the Subsidiaries) or any past or present officer, director or employee of the Company or any of such affiliates (other than employment, severance and change of control agreements covered by clause (a) or (b) above); (e) agreements or contracts under which the Company or the Subsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $100,000; (f) joint venture agreements or other agreements involving the sharing of profits; (g) leases pursuant to which (i) material personal property or (ii) real property is leased to or from the Company or the Subsidiaries; (h) powers of attorney from the Company or any Subsidiaries; (i) guaranties, suretyships or other contingent agreements of the Company or the Subsidiaries involving underlying obligations of not less than $100,000; (j) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or the Subsidiaries and involving future payments which exceed $100,000 in any 12-month period; (k) any agreement, contract, commitment or arrangement relating to the sale, design or provision acquisition of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into assets (other than in the ordinary course of business consistent with past practice and have been entered into without the commission practice) or any capital stock of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law.business enterprise; (el) None license or royalty agreements involving any form of Intellectual Property, whether the Sellers has Company is the licensor or may acquire any rights underlicensee thereunder (excluding licenses that are commonly available on standard commercial terms, such as software “shrink-wrap” license); (m) confidentiality and none non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder), other than those related to (i) commercial transactions in the ordinary course of the Sellers has or may become subject to any obligation or liability under, any Material Contract business that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company are not individually material and (ii) the sale or disposition of the Company that do not adversely affect the transactions contemplated by this Agreement or any Ancillary Agreement or the operation of the Company by Parent after the Effective Time assuming that Parent operates the Surviving Corporation in a manner substantially similar to the Knowledge manner in which the Company has been operated prior to the Effective Time; (n) contracts or commitments relating to commission arrangements that are material to the Company or its business; (o) indemnification agreements, other than in connection with commercial transactions in the ordinary course of business; (p) any contract with any Governmental Authority; (q) any other contract under which the Sellers, no shareholder, officer, director, agent, employee, consultant consequences of a default or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any termination would reasonably be expected to have a Material Contract Adverse Effect; (r) contracts (other than those certain Wabtec Corporation Employee Non-Competition covered by clause (a) through (q) above) pursuant to which the Company and Confidentiality Agreements referred the Subsidiaries will receive or pay in excess of $100,000 over the life of the contract; and (s) any other material agreements, contracts and commitments not entered into in the ordinary course of business. Complete and accurate copies of all Material Contracts, including all amendments and supplements thereto, have been delivered to in Section 5.1(m) hereof) that purports to limit Parent. Each Company Material Contract is valid and binding on the ability of such shareholderCompany and each Subsidiary party thereto and, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign Company’s Knowledge, each other party thereto, and in full force and effect. With respect to either ▇▇▇▇▇▇▇▇ Company or the Material Contracts, neither the Company, the Subsidiaries nor, to the Company’s Knowledge, any other party to any other Person such contract has failed to perform any rights material obligation thereunder or is in material breach thereof or default thereunder, and, to any inventionthe Company’s Knowledge, improvementno event has occurred which, with the giving of notice or discoverythe lapse of time, would constitute such a material breach or default.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.9(a) of the Sellers’ Disclosure Schedule sets forth a complete and correct list of all agreements of the following Contracts types to which either of the ▇▇▇▇▇▇▇▇ Companies Target is a party (collectively, the “"Target Material Contracts”"): (i) a material agreement with agreements that would be required to be filed as exhibits to any senior executive that is not cancelable filings or reports (collectively, the "Required Reports") made by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty the Parent under the Securities Act or premiumExchange Act following the Merger; (ii) a lease agreements for the purchase, sale or distribution of personal property involving consideration products, materials, commodities, supplies or other expenditure personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration payable by any party in excess of One Hundred Thousand Dollars ($100,000) per annum10,000 in any one year; (iii) except for purchase loan agreements, indentures, letters of credit, mortgages, notes and other debt instruments; (iv) agreements containing any "change of control" provisions; (v) agreements, arrangements or understandings with any shareholder, employee, director or officer of the Target or with any affiliate of any thereof; (vi) agreements prohibiting the Target from engaging or competing in any line of business or limiting such competition; (vii) joint venture, partnership and similar agreements; (viii) acquisition or divestiture agreements relating to the (A) sale orders for the or purchase of materials assets or supplies or customer contracts entered into stock of the Target (other than sales of inventory in the ordinary course of business, an agreement involving payment ) or (B) the purchase of assets or stock of any other expenditure of more than One Hundred Thousand Dollars person ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than the purchase of inventory, supplies or equipment in the ordinary course of business); (vix) an agreement which provides for severance benefits upon termination of employmentbrokerage, finder's or financial advisory agreements; (vix) a material agreement with a sales representative, dealer or distributorguarantees of indebtedness for borrowed money of any person; (viixi) a material license agreementreseller, agent and dealer agreements; (viiixii) a material agreement under which Equipment Co. is indebted licensing and rights arrangements for borrowed moneyany Target Intellectual Property; and (ixxiii) an agreement agreements that, individually or together with a customer one or more related agreements, are material to the assets, financial condition, business, prospects or operations of Equipment Co.the Target. (b) Neither All of the ▇▇▇▇▇▇▇▇ Companies Target Material Contracts are valid and binding agreements of the Target, enforceable in accordance with their terms, and there is andno default by the Target or, to the Knowledge knowledge of Sellersthe Target, none any other party under any such Target Material Contract. None of the other parties to each the Target Material Contract is, in breach, violation of or default under any provision Contracts has notified the Target of any Material Contract. Each Material Contract is in full force and effect and represents intention to terminate a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Target Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed True and complete copies of all Target Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating have been delivered to the sale, design Parent or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Lawmade available for inspection. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(aSchedule 2.22 lists each agreement and arrangement, whether written or oral, (x) of the Sellers’ Disclosure Schedule sets forth a list of the following Contracts to which either of the ▇▇▇▇▇▇▇▇ Companies Seller is a party or by which Seller or any of the Assets is bound and (collectively, y) that relates to and is material to the Business or the Assets (“Material ContractsAgreements”): ), including without limitation (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice agreements or arrangements under which Seller has any liability in excess of not longer than thirty (30) days and without liability, penalty or premium$10,000; (ii) any leases or licenses with a lease term of personal property involving consideration one year or other expenditure more or pursuant to which Seller is entitled to or obligated to pay in excess of One Hundred Thousand Dollars ($100,000) per annum10,000; (iii) except for purchase any capital or sale orders for the purchase operating leases or conditional sales agreements relating to vehicles or equipment pursuant to which Seller is entitled or obligated to pay in excess of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice10,000; (iv) any service agreements or arrangements with an agreement providing for the disposition aggregate obligation in excess of a material asset, other than in the ordinary course of business$10,000; (v) an agreement which provides for severance benefits upon termination of any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vi) a material any agreement with a sales representativeevidencing, dealer securing or distributor; otherwise relating to any indebtedness in excess of $10,000 for which Seller has any liability, (vii) a material license agreementany agreement with or for the benefit of any stockholder, director, officer or employee of Seller, or any affiliate or family member thereof; and (viii) a material any other agreement under or arrangement pursuant to which Equipment Co. Seller could be required to make or be entitled to receive aggregate payments in excess of $10,000 and which is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co.not cancelable without penalty upon 30 days notice. (b) Neither Seller has performed all of the ▇▇▇▇▇▇▇▇ Companies is andits obligations under each Material Agreement, and to the Knowledge knowledge of SellersSeller, none of the other parties to each Material Contract is, in breach, violation of there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) under any provision of any Material Contract. Agreement. (c) Each Material Contract Agreement is valid, binding and in full force and effect and represents enforceable by Seller in accordance with its respective terms. There has been no termination or threatened termination or notice of default under any Material Agreement. Seller has delivered to Purchaser a valid copy of each written Material Agreement and binding obligation a written summary of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge all material terms of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such oral Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiationAgreement. (d) The Except as set forth in Schedule 2.6, no consent of any person is required in connection with the transactions contemplated by this Agreement to preserve the rights of Seller under or to prevent any disadvantage to Seller in respect of any Material Contracts relating Agreement. All consents set forth on Schedule 2.6 will be obtained prior to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any LawClosing Date. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) Schedule 4.12 sets forth an accurate and complete list of each Contract of the Sellers’ Disclosure Schedule sets forth a list Company in effect as of the following Contracts date of this Agreement to which either of the ▇▇▇▇▇▇▇▇ Companies Company is a party (collectivelyor which affects the Company or its assets, the “Material Contracts”): (i) with a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitydealer, penalty broker, sales agency, advertising agency or premium; other Person engaged in sales or promotional activities, (ii) which requires aggregate payments by or to the Company, or involves an unperformed commitment or service, having a lease of personal property involving consideration or other expenditure value in excess of One Hundred Twenty-Five Thousand Dollars ($100,000) per annum; 25,000), (iii) except pursuant to which the Company has made or will make loans or advances, or has or will incur debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another, (iv) which is an indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for purchase financing, (v) involving a partnership, joint venture or sale orders other cooperative undertaking, (vi) involving material restrictions relating to any business conducted or proposed to be conducted by the Company, (vii) which is a power of attorney or agency agreement or written arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the purchase Company, (viii) with respect to which the requirements for performance extend beyond one (1) year from the date of materials this Agreement, (ix) which contains warranties with respect to products manufactured and/or sold or supplies services rendered by the Company other than those warranties expressly made in the literature accompanying such products, (x) which is a consulting or customer contracts entered into professional advisor agreement, (xi) which cannot be terminated without penalty or payment or on at least ninety (90) days' notice, (xii) with any of the Company's Affiliates, or (xiii) which is not made in the ordinary course of businessbusiness and which is to be performed at or after the date of this Agreement (the "Material Contracts"). (b) Except as set forth on Schedule 4.12, an agreement involving payment to the knowledge of the Company or Seller, no Material Contract has been materially breached or cancelled by the other expenditure party, and neither the Company nor Seller has knowledge of more any anticipated material breach by any other party to any Material Contract. The Company and Seller have performed all the material obligations required to be performed by them in connection with each Material Contract and are not in material default under or in breach of any Material Contract, and no event has occurred which with the passage of time or the giving of notice or both would result in a material default or breach thereunder. Neither the Company nor Seller has a present expectation or intention of not fully performing any material obligation pursuant to any Material Contract. Each Material Contract is legal, valid, binding, enforceable and in full force and effect. Except as set forth on Schedule 4.12, to the knowledge of Seller and the Company, no Material Contract obligates the Company to process, manufacture or deliver products or perform services that shall result in a loss upon completion of performance. (c) Seller has made available all Material Contracts disclosed pursuant to Section 4.12(a)(ii), which have a value of less than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement and has provided Buyer with a sales representativetrue and correct copy of all other written Material Contracts that are required to be disclosed on Schedule 4.12, dealer and has furnished to Buyer all amendments, waivers or distributor; any material changes thereto (vii) a all of which are disclosed on Schedule 4.12). Schedule 4.12 contains an accurate and correct description of all material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer terms of Equipment Co. (b) Neither of the ▇▇▇▇▇▇▇▇ Companies is and, to the Knowledge of Sellers, none of the other parties to each all oral Material Contract is, in breach, violation of or default under any provision of any Material ContractContracts. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the SellersExcept as set forth on Schedule 4.12, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Personconsent is required, and no such Person has made demand (written or otherwise) for such renegotiationchange of control provisions are triggered, with respect to any of the Material Contracts in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (d) The Material Contracts relating to Schedule 4.12 sets forth a list of each location where the saleCompany leases real property, design the applicable lease agreement, whether the Company still occupies the property, the status of past due obligations under the lease and a summary of any litigation threatened or provision of products or services commenced by the ▇▇▇▇▇▇▇▇ Companies have been entered into landlord. Schedule 4.12 lists each lease for real property terminated by the landlord in the ordinary course of business consistent with past practice last twelve months and have been entered into without the commission status of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation past due obligations under such leases and a summary of any Lawrelated litigation. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. Except as set forth in Section 5.11 of the Disclosure Schedule, neither Dourave nor the Subsidiary is party to any written or oral: (a) Part 3.14(acontract, agreement, commitment or personal property lease which requires Dourave or the Subsidiary to make payments thereunder in excess of $2,000; (b) note, loan or evidence of indebtedness on the part of Dourave or the Subsidiary of more than $2,000; (c) contracts, agreements or commitments not otherwise described in (a) or (b) above which are not in the ordinary course of Dourave’s or the Subsidiary’s business or which materially affect Dourave’s or the Subsidiary’s business; (d) guarantee of any Liability or obligation; (e) contracts, agreements or commitments containing covenants limiting the freedom of Dourave or the Subsidiary to engage in any line of business or compete with any other Person; (f) contracts for the employment of any officer, individual, employee or other person or entity on a full-time, part-time, consulting or other basis, or other agreement providing severance benefits or relating to loans to officers, directors, employees or Affiliates; (g) partnership or joint venture agreements; (h) contracts, agreements or commitments which have an unexpired term in excess of twelve (12) months from the date hereof, other than those which can be terminated on not more than thirty (30) days notice without Liability to Dourave, the Subsidiary or Buyer; (i) contract or agreement which is incapable of being fulfilled or performed on time without undue or unusual expenditure of time, money or effort; (j) contract or agreement which provides for any payment or receipt of funds not accurately reflecting the value on an arm’s length basis of the Sellersservices or goods in consideration of which that payment or receipt of funds has been made or is to be made; or STG_319977.13 (k) contract or agreement which involves or is likely to involve obligations, restrictions or liabilities whose nature or magnitude ought reasonably to be known by an intending purchaser of Dourave and its business. None of Dourave, the Subsidiary nor any other party thereto is in default (nor does any circumstance exist which, with notice or the lapse of time or both, would result in such a default) under any agreement, contract, lease or commitment described in this Section 5.11 to which it is a party (the “Material Contracts”). Each of the Material Contracts is in full force and effect, is valid and binding and is enforceable against Dourave, the Subsidiary and each other party thereto in accordance with its terms, subject to general principles of equity and laws of general application relating to bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law. The Sellers have delivered or made available to Buyer true and correct copies of the Material Contracts. Copies of each personal property lease have been provided or made available to Buyer and Section 5.11 of the Disclosure Schedule sets forth a list of the following Contracts to which either such leases. Each personal property lease listed in Section 5.11 of the ▇▇▇▇▇▇▇▇ Companies is Disclosure Schedule includes a party (collectivelydescription of the leased property, the “Material Contracts”): (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liabilitymonthly rent, penalty or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders for the purchase of materials or supplies or customer contracts entered into in the ordinary course of business, an agreement involving payment or other expenditure of more than One Hundred Thousand Dollars ($100,000) in the aggregate that is not cancelable on less than 12 months’ notice; (iv) an agreement providing for the disposition of a material asset, other than in the ordinary course of business; (v) an agreement which provides for severance benefits upon termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; (vii) a material license agreement; (viii) a material agreement under which Equipment Co. is indebted for borrowed money; and (ix) an agreement with a customer of Equipment Co. (b) Neither term of the ▇▇▇▇▇▇▇▇ Companies is and, lease and any options to purchase the Knowledge of Sellers, none of the other parties to each Material Contract is, in breach, violation of or default under any provision of any Material Contract. Each Material Contract is in full force and effect and represents a valid and binding obligation of such ▇▇▇▇▇▇▇▇ Company party thereto and, to the Knowledge of Sellers, each other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify such Material Contractleased property. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or (B) assign to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discovery.

Contracts and Commitments. (a) Part 3.14(a) of the Sellers’ Disclosure Schedule sets forth a list The “Contracts Schedule” attached hereto lists all of the following Contracts written agreements to which either any member of the ▇▇▇▇▇▇▇▇ Companies Company Group is a party (collectively, the “Material Contracts”): and which are currently in effect: (i) a material agreement with any senior executive that is not cancelable by Equipment Co. on notice of not longer than thirty (30) days and without liability, penalty Contracts which involve commitments to make capital expenditures or premium; (ii) a lease of personal property involving consideration or other expenditure in excess of One Hundred Thousand Dollars ($100,000) per annum; (iii) except for purchase or sale orders which provide for the purchase of materials materials, supplies, goods or supplies services by any member of the Company Group from any one Person under which the undelivered balance of such products or customer contracts entered into services has a purchase price in excess of $250,000; (ii) master agreements, maintenance agreements, license subscription agreements, license agreements, or substantially similar Contracts with any of the ordinary course Company Group’s top 10 customers for each of business(i) fiscal year 2013 (measured by annual recurring revenue, an agreement involving payment services and license fees) and (ii) the period beginning on January 1, 2014 and ending on the date of the Stub Period Balance Sheet (measured by annual contract value for recurring revenue as of July 31, 2014); (iii) Contracts relating to Indebtedness of any member of the Company Group or other expenditure any guaranty by any member of more than One Hundred Thousand Dollars ($100,000) the Company Group of any obligation in the aggregate that is not cancelable on less than 12 months’ notice; respect of borrowed money; (iv) an agreement providing for the disposition of a material assetContracts with dealers, other than in the ordinary course of business; distributors or sales representatives; (v) an agreement employment, consulting and non-competition agreements with any employee, officer or consultant whose base annual compensation is equal to or greater than $150,000; (vi) all employment-related Contracts pursuant to which provides for severance benefits upon payments by any member of the Company Group will be required by reason of the consummation of the transactions contemplated in this Agreement whether alone or in conjunction with a termination of employment; (vi) a material agreement with a sales representative, dealer or distributor; ; (vii) Contracts pursuant to which any member of the Company Group is a material license agreement; lessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the aggregate annual rent or lease payments do not exceed $250,000; (viii) a material any agreement under which Equipment Co. is indebted for borrowed money; and relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (ix) an any partnership or joint venture agreement or arrangement; (x) any Contract that (i) materially limits the freedom of any member of the Company Group to compete in the Business as currently conducted on the date hereof or which would so limit the freedom of any member of the Company Group after the Closing Date or (ii) contains a “most favored nation” provision; or (xi) all agreements of any member of the Company Group with a customer (A) any Seller or any of Equipment Co.its Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote any outstanding voting securities of any Seller or any of its Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Seller or any of its Affiliates or (D) any director or officer of any Seller or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Securities Exchange Act of 1934, as amended) of any such director or officer. (b) Neither Except as disclosed on the attached “Contracts Schedule,” (i) no Contract set forth on the attached “Contracts Schedule” has been breached in any material respect or canceled by any member of the ▇▇▇▇▇▇▇▇ Companies is andCompany Group or, to the Knowledge Company’s Knowledge, the other party, which has not been duly cured or reinstated, (ii) to the Company’s Knowledge, no event has occurred on or prior to the date hereof that (with or without notice, lapse of Sellers, none time or both) would constitute a material default by any member of the other parties to each Material Contract isCompany Group under any such Contract, (iii) no member of the Company Group is in breach, violation receipt of or any written claim of default under any provision of any Material Contract. Each Material such Contract which remains unresolved, and (iv) each Contract listed on the attached “Contracts Schedule” is in full force and effect effect, and represents a valid is valid, binding and binding obligation enforceable against the Company or one or more members of such ▇▇▇▇▇▇▇▇ the Company party thereto Group, as applicable, and, to the Knowledge of SellersCompany’s Knowledge, each is enforceable against the other party thereto. To the Knowledge of the Sellers, no event has occurred or circumstance exists that would give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify except as such Material Contract. (c) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any amounts paid or payable to either ▇▇▇▇▇▇▇▇ Company under current or completed Material Contracts with any Person, and no such Person has made demand (written or otherwise) for such renegotiation. (d) The Material Contracts relating to the sale, design or provision of products or services enforceability may be limited by the ▇▇▇▇▇▇▇▇ Companies have been entered into in the ordinary course of business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Law. (e) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Material Contract that relates to the business of, or any of the assets owned or used by, either ▇▇▇▇▇▇▇▇ Company and (ii) to the Knowledge of the Sellers, no shareholder, officer, director, agent, employee, consultant or contractor of either ▇▇▇▇▇▇▇▇ Company is bound by any Material Contract (other than those certain Wabtec Corporation Employee Non-Competition and Confidentiality Agreements referred to in Section 5.1(m) hereof) that purports to limit the ability of such shareholder, officer, director, agent, employee, consultant or contractor to (A) engage in applicable insolvency, bankruptcy, reorganization, moratorium or continue any conduct, activity, or practice relating to the business of either ▇▇▇▇▇▇▇▇ Company or other similar laws affecting creditors’ rights generally and (B) assign applicable equitable principles (whether considered in a proceeding at law or in equity). True, correct and complete copies of each Contract listed on the attached “Contracts Schedule” have been made available to either ▇▇▇▇▇▇▇▇ Company or to any other Person any rights to any invention, improvement, or discoveryPurchaser.