Exhibit 2.1

AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “ Amendment ”) is entered into on October 24, 2016,

AMONG :

hereinafter, the “ Sellers’ Representative ”

AND :

hereinafter, the “ Purchaser ”

AND :

hereinafter, “ Parent ”.

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

PREAMBLE

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS :

The definition of “Exchange Ratio” set forth in Article 1.1 shall be amended and restated and replaced with the following:

The definition of “Long Stop Date” set forth in Article 1.1 shall be amended and restated and replaced with the following:

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The definition of “Parent Preferred Stock” set forth in Article 1.1 and Schedule 1.1 to the Share Purchase Agreement shall each be deleted in its entirety.

The definition of “Purchaser” set forth in the Preamble shall be amended and restated and replaced with the following:

Article 2 of the Share Purchase Agreement shall be amended and restated and replaced with the following:

On the terms and subject to the conditions set forth herein, at the Closing, each Seller will sell to the Purchaser, and the Purchaser will purchase from each Seller, all the Company Shares owned by such Seller, as set forth opposite such Seller’s name on the written notice to be delivered by the Sellers’ Representative pursuant to Article 3.1 hereof, such number of Company Shares owned by Sellers being in the aggregate 7,475,537 Company Shares which will represent the same number of voting rights (i.e. 7,475,537 voting rights) at Closing (collectively, the “ Sellers’ Shares ”), free from and clear of any Encumbrances, together with all rights attached thereto from and including the Closing Date. As consideration for the Sellers’ Shares sold by each Seller hereunder, each Seller shall receive, at the Closing, the amount of cash consideration and Parent Common Stock consideration constituting, in the aggregate, the Purchase Price set forth opposite such Seller’s name on the written notice to be delivered by the Sellers’ Representative pursuant to Article 3.1 hereof.

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At the Sellers’ option, Mr. TF will be authorized to join this Agreement as a “Seller” with respect to Company Shares held by him until 10 business days before Closing. In this case, Parent, the Purchaser and Mr. TF will sign a joinder to this Agreement and the Shareholders Agreement reasonably acceptable to Parent (and this Agreement, including the maximum and minimum number of Company Exchange Shares and the Purchase Price, will be amended to reflect, and the written notice to be delivered by the Sellers’ Representative pursuant to Article 3.1 hereof shall reflect, Mr. TF’s ownership and sale of Company Shares on the terms hereof).”

Article 3.1 of the Share Purchase Agreement shall be amended and restated and replaced with the following:

The aggregate consideration in cash and Parent Common Stock payable at the Closing by the Purchaser to the Sellers for the Sellers’ Shares (the “ Purchase Price ”), will be:

No later than the 5th Business Day prior to the Closing, the Sellers’ Representative shall deliver to Parent a written notice setting forth the Sellers’ election with respect to the number of Company Exchange Shares and the allocation of Company Exchange Shares among each Seller, the number of Company Sold Shares and the allocation of Company Sold Shares among each Seller, and the Sellers’ Representative’s calculation of the amount of cash consideration and Parent Common Stock consideration constituting the Purchase Price to be received by each Seller and all the Sellers in the aggregate, it being agreed that the Supplemental Common Stock Consideration shall be allocated among the Sellers in the same proportion as the allocation of the Company Exchange Shares to each Seller.

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Such notice, if agreed to by Parent, shall be conclusive and binding on all Parties. If Parent reasonably disagrees with any calculation in such notice, Parent and Sellers’ Representative or their respective advisors shall confer in good faith and resolve the matter as promptly as practicable (and in any case prior to the Closing) within the transaction construct such that aggregate Purchase Price shall be (a) 6,457,489 shares of Parent Common Stock plus Euro 186,888,100 in cash if the Sellers elect to exchange the maximum number of Company Exchange Shares or (b) 4,775,488 shares of Parent Common Stock plus Euro 336,399,200 in cash if the Sellers elect to exchange the minimum number of Company Exchange Shares, to be calculated in accordance with this Article 3.1 and interpolated between such amounts if the Sellers elect a number of Company Exchange Shares less than the maximum number and greater than the minimum number.

Schedule 3.1.1 sets forth, for illustrative purposes, an example of the information to be set forth in such written notice assuming that the Sellers elect to exchange the maximum number of Company Exchange Shares, and Schedule 3.1.2 sets forth, for illustrative purposes, an example of the information to be set forth in such written notice assuming that the Sellers elect to exchange the minimum number of Company Exchange Shares.

In the event that the Sellers’ Representative does not timely deliver such written notice, the Sellers’ Representative shall be deemed to have delivered a written notice pursuant to this Article 3.1 containing the information set forth on Schedule 3.1.2 .”

Subsection (iv) of Article 3.2 of the Share Purchase Agreement shall be amended and restated and replaced with the following:

The final bullet of Article 3. 2 of the Share Purchase Agreement shall be amended and restated and replaced with the following:

Article 6.3.2(iii) of the Share Purchase Agreement shall be amended and restated and replaced with the following:

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The following paragraph shall be added to Article 6.3 of the Share Purchase Agreement:

“It being understood and agreed that the above payment mechanics, but not the underlying rights and obligations of the Parties, may be modified as the Parties may agree.”

Article 5 of the Share Purchase Agreement shall be amended to add the following Article as Article 5.5:

The Sellers agree that, within 6 months following the Closing (the “ Purchase Period ”), the Sellers shall purchase in one or more transactions a number of shares of Parent Common Stock equal to the difference of (i) the Parent Share Floor Amount minus (ii) the Baseline Parent Share Amount, if such amount is more than zero; provided, however, that if the Sellers are not permitted for any amount of time during the Purchase Period to purchase shares of Parent Common Stock under applicable Law (including if the Offer includes an exchange component in which the Parent offers to exchange shares of Parent Common Stock for Company Shares) or this Agreement, the Purchase Period shall be extended by such amount of time. Such purchases shall be effected by purchases in accordance with the volume, manner of purchase and other limitations under SEC Rule 10b-18 applicable to the Sellers (it being acknowledged that, in the event the Offer does not include an exchange component, Rule 10b-18 shall not be applicable to any Sellers), and Parent’s trading policies applicable to directors and executive officers of Parent, a copy of which has been furnished by Parent to Sellers’ Representative. Parent shall reasonably cooperate with the Sellers in good faith to facilitate such purchases in compliance with applicable Law and this Agreement, and Parent further acknowledges that no action taken by the Sellers pursuant to this Article 5.5 shall be deemed to be a breach or violation of any provision of the Shareholders Agreement. Without limiting any provision of the Shareholders Agreement, if such purchases are not timely completed, the number of Shareholder designees to Parent’s Board of Directors under Section 2.1 of the Shareholders Agreement shall be reduced to one.”

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Without limiting the operation or effectiveness of the foregoing, each reference to “Parent Preferred Stock” or “Preferred Shares” in the Share Purchase Agreement shall be amended and restated and replaced with the term “Parent Common Stock.”

Schedule 3.1 to the Share Purchase Agreement shall be amended and restated in its entirety and replaced with Schedule 3.1 to this Amendment.

Other than as expressly modified pursuant to this Amendment, all of the terms, conditions and other provisions of the Share Purchase Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.

Each of (i) the Sellers’ Representative and (ii) the Purchaser and Parent represents and warrants to the other that it has the legal right and full power and authority to enter into and perform this Amendment and the Share Purchase Agreement as amended by this Amendment. This Amendment constitutes legal, valid and binding obligations on each of the Sellers’ Representative, and of the Purchaser and Parent, enforceable in accordance with its terms.

Articles 1.2, 10 and 12 of the Share Purchase Agreement shall apply to this Amendment mutatis mutandis , and to the Share Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[ Signature Pages Follow ]

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If Mr. TF joins the Agreement, Schedule 3.1.1 and 3.1.2 , as applicable, shall be revised to include the Sellers’ Shares owned by him.

Exhibit 2.2

AMENDMENT NO. 1 TO TENDER OFFER AGREEMENT

This AMENDMENT NO. 1 TO TENDER OFFER AGREEMENT (this “ Amendment ”) is made on October 24, 2016,

AMONG:

hereinafter, the “ Company ”

AND:

hereinafter, the “ Purchaser ”

AND:

hereinafter, “ Parent ”.

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

PREAMBLE

NOW , THEREFORE , in consideration of the foregoing and the agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. AMENDMENT TO TENDER OFFER AGREEMENT

The definition of “Parent Preferred Stock” set forth in Article 1.1 and Schedule 1.1 to the Tender Offer Agreement shall each be deleted in their entirety.

Article 2.2(a) of the Tender Offer Agreement shall be amended and restated and replaced with the following:

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provided, however, that if holders tender to the exchange branch of the Offer a number of Company Shares greater than the percentage of Company Shares elected as Company Exchange Shares by the Sellers under the SPA (the “ Exchange Percentage ”) of the total number of Company Shares targeted in the Offer (to the exclusion, for the sake of clarity, of the Company Shares held by the Purchaser and its Affiliates, and Treasury Shares), a number of shares of Parent Common Stock equal to the Exchange Percentage multiplied by the Final Exchange Ratio (the “ Maximum Number of Parent Shares ”), will be allocated proportionately among such holders so electing Parent Common Stock and the other Company Shares held by them will be purchased by the Purchaser at the cash price offered per Company Share.

In the event that, as of the Closing, the market value of the amount of shares of Parent Common Stock offered per Company Share in the exchange branch is less than the cash price offered per Company Share, the Parties shall cooperate to submit a request to the AMF, and use reasonable best efforts, to not be required to offer the exchange branch of the Offer.

The completion of the Offer at which the Purchaser purchases and pays for Company Shares pursuant to the terms set forth in the Purchaser Offer Documents will be referred to as the “ Offer Closing ,” and the date on which the Closing occurs will be referred to as the “ Offer Closing Date ”.”

Other than as expressly modified pursuant to this Amendment, all of the terms, conditions and other provisions of the Tender Offer Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.

2. MISCELLANEOUS

Each of (i) the Company and (ii) the Purchaser and Parent represents and warrants to the other that it has the legal right and full power and authority to enter into and perform this Amendment and the Tender Offer Agreement as amended by this Amendment. This Amendment constitutes legal, valid and binding obligations on each of the Company, and of the Purchaser and Parent, enforceable in accordance with its terms.

Sections 1.2 and 8 and Article 9 of the Tender Offer Agreement shall apply to this Amendment mutatis mutandis , and to the Tender Offer Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[ Signature Pages Follow ]

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[ Signature Page to TOA Amendment ]

Exhibit 2.3

AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT

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

RECITALS

NOW, THEREFORE, the Parties hereby agree as follows:

1. AMENDMENT TO SHAREHOLDERS AGREEMENT

The definition of “Initial Shares” set forth in Section 1.1 shall be amended and restated and replaced with the following:

“         “ Initial Shares ” means 6,307,489 Common Shares which are defined as the “Parent Share Floor Amount” in the SPA.”

The definition of “ Preferred Shares ” set forth in Section 1.1 shall be amended and restated and replaced with the following:

“         “ Preferred Shares ” means, as of any date of determination, any preferred stock of Wabtec outstanding as of such date.”

The definition of “ Registrable Securities ” set forth in Section 1.1 shall be amended and restated and replaced with the following:

“         “ Registrable Shares ” means, as of any date of determination, all Common Shares Beneficially Owned by a Shareholder as of the time of determination received or acquired pursuant to the SPA and any equity or voting securities or interests of Wabtec issued or issuable directly or indirectly with respect to or on account of such Common Shares, including securities issued upon exchange, conversion or redemption thereof, whether by way of share dividend or distribution, stock split or other subdivision or in connection with a combination of stock, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization or other similar capital transactions; provided, however, that such securities will cease to be Registrable Securities (i) when such securities have been sold or transferred pursuant to a Registration Statement, (ii) when such securities have been transferred in compliance with Rule 144 under the Securities Act (“ Rule 144 ”) or (iii) if such securities have ceased to be outstanding.”

Section 2.1 of the Shareholders Agreement is hereby amended to insert the following sentence as the second sentence of the Section:

“         Notwithstanding the foregoing, if the Shareholders fail to timely purchase the required Common Shares in accordance with Section 5.5 of the SPA, the number of Board designees of the Shareholders shall be reduced to one and the Shareholders will promptly cause one of their designees to resign from the Board.”

Other than as expressly modified pursuant to this Amendment, all of the terms, conditions and other provisions of the Shareholders Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.

2. MISCELLANEOUS

Sections 1.2, 1.3 and 4.3 through 4.11 of the Shareholders Agreement shall apply to this Amendment mutatis mutandis , and to the Shareholders Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[ Signature Pages Follow ]

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[ Signature Page to Amendment to SHA ]