0000950130-02-005104 Sample Contracts

VOTING AGREEMENT
Voting Agreement • July 17th, 2002 • Alcoa Inc • Primary production of aluminum • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of July 16, 2002, between Alcoa Inc., a Pennsylvania corporation (“Alcoa”), and the stockholders of The Fairchild Corporation, a Delaware corporation (“Fairchild”), listed on Schedule A hereto (the “Stockholders”).

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NON-COMPETITION AND CONSULTING AGREEMENT
Non-Competition and Consulting Agreement • July 17th, 2002 • Alcoa Inc • Primary production of aluminum • Delaware

This Non-Competition and Consulting Agreement (this “Agreement”) is made and entered into as of this 16th day of July, 2002, between Alcoa Inc., a Pennsylvania corporation (the “Buyer”), and each of Jeffrey Steiner and Eric Steiner (Jeffrey Steiner and Eric Steiner collectively, the “Consultants”).

ACQUISITION AGREEMENT AMONG ALCOA INC., THE FAIRCHILD CORPORATION, FAIRCHILD HOLDING CORP. AND SHEEPDOG, INC. Dated as of July 16, 2002
Acquisition Agreement • July 17th, 2002 • Alcoa Inc • Primary production of aluminum • Delaware

ACQUISITION AGREEMENT, dated as of July 16, 2002 (the “Agreement”), among Alcoa Inc., a Pennsylvania corporation (the “Buyer”), The Fairchild Corporation, a Delaware corporation (the “Parent”), Fairchild Holding Corp., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent (“Fairchild Holding”), and Sheepdog, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent (“SDI” and, together with the Parent, Fairchild Holding and the subsidiaries of the Parent set forth on Schedule 1.125, collectively, the “Sellers”).

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