Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. The Company has execution, delivery --------------------------------------- and performance by Xoom and each of its Subsidiaries of this Agreement, the requisite corporate power and authority to executeVoting Agreement, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Option Agreement and the Implementing Agreements to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of which Xoom or its obligations hereunder Subsidiaries is a party and the consummation by Xoom and each of its Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of Xoom and each of its Subsidiaries, subject to obtaining the Company, other than the Required Company Vote, and no other corporate proceedings on the part affirmative vote of the Company are holders of a majority of the outstanding shares of Xoom Stock (the "Stockholder Approval"). -------------------- The Stockholder Approval is the only vote of the holders of any class or series of Xoom"s securities necessary to authorize adopt this Agreement or and approve the transactions contemplated hereby. The On or before the date hereof, the Board of Directors of the CompanyXoom, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held andheld, as by the unanimous vote of the date hereof, directors present at such meeting and not subsequently rescinded or modified in any way, has, as of the date hereof abstaining (i) determined that this Agreement Agreement, the Option Agreement, the Voting Agreement, and the Merger and the other transactions contemplated by this Agreement, including the Mergerhereby and thereby, are fair to, and in the best interests of, the Company’s stockholdersadvisable, (ii) declared the advisability of and approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the MergerOption Agreement, in accordance with the DGCL, (iii) directed that Voting Agreement and each of the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoptionImplementing Agreements, and (iviii) resolved to recommend that Company stockholders the holders of shares of Xoom Stock adopt the “agreement of merger” set forth in this Agreement (collectivelyand approve the Merger. Each of this Agreement, the “Company Board Recommendation”). This Option Agreement and the Voting Agreement has been been, and each of the Implementing Agreements to which Xoom or any of its Subsidiaries is a party will on the Closing Date be, duly and validly executed and delivered by Xoom and each of its Subsidiaries and constitutes or, in the Company andcase of the other Implementing Agreements, assuming due upon execution and delivery by Parent and Merger Subthereof will constitute, shall constitute a legal, valid and legally binding obligation of the CompanyXoom and its Subsidiaries, enforceable against it each in accordance with its their respective terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. The Company has the requisite corporate limited liability company power and authority to execute, deliver and, subject to receipt of the Required Company Vote, and perform its obligations under this Agreement and each Ancillary Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding Common Shares (the “Required Company Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each Ancillary Agreement by the Company, Company and the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Company and all other necessary corporate limited liability company action on the part of the Company, other than subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate proceedings on the part of the Company (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this each Ancillary Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, hereby and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”)thereby. This Agreement has been and each Ancillary Agreement is, or when executed will be, duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (ia) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and generally, (iib) general equitable principles (whether considered in a proceeding in equity or at law) and (the “Enforceability Limitations”)c) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Company has the all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings action or proceeding on the part of the Company are is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement or and the consummation by the Company of the transactions contemplated hereby. The Board of Directors hereby (other than the approval of the Company, by resolutions duly adopted by unanimous vote at a meeting Acquisition and the consummation of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including Agreement by the Merger, are fair to, and in affirmative vote of the best interests of, holders of a majority of the Company’s stockholders, outstanding stock of the Company entitled to vote thereon (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board RecommendationStockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Subthe Buyer, shall constitute constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject except to (i) the effect of extent that its enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and (ii) by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has (i) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisable, (ii) approved this Agreement and the “Enforceability Limitations”)transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of the Company at the meeting of the stockholders to obtain the Stockholder Approval. The only vote of the stockholders of the Company required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approval.

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”).

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, and perform its obligations under this Agreement Agreement, the Plan of Merger, the Voting Agreement, the Statement of Designation (when filed in accordance with the terms of the Series C Preferred Stock Purchase Agreement), the Employment Agreement, the Radcliffe Waiver and all agreements and instruments related thereto (collectively, the “Transaction Documents”) and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required approval and adoption of this Agreement by the affirmative vote of a majority of votes cast by all shareholders of the Company Voteentitled to vote thereon at a meeting at which a quorum is present (the “Company Shareholder Approval”), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement other Transaction Documents and the transactions contemplated by this Agreement, including hereby and thereby (subject to the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 filing of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, Statement of Designation (when filed in accordance with the DGCL, (iii) directed that terms of the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”Series C Preferred Stock Purchase Agreement)). This Agreement has and each of the other Transaction Documents have been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger SubSub and the other parties thereto (as applicable), shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (ia) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (the “Enforceability Limitations”)c) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Board of Directors of the Company has declared the Merger advisable and fair to and in the best interest of the Company and the stockholders, unanimously approved and adopted this Agreement and the transactions contemplated hereby in accordance with the DGCL and recommended the approval and adoption of this Agreement by the Company’s stockholders. The Company has the requisite corporate power and authority to execute, execute and deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCLterms of this Agreement. The Company has duly authorized the execution, (iii) directed that the “agreement delivery and performance of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a constitutes the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to (i) the effect of except as may be limited by any bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws relating to or laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Concurrently with the execution of this Agreement, the holders of - - ffny03\goldfmu\658041.8 in excess of a majority of the Company Stock have executed written consents approving the Merger and the other transactions contemplated hereby, which action by written consent complies with the provisions of Section 228 of the DGCL, the Company’s Organizational Documents and any other agreements between the Company and any holder of Company Stock relating to voting, consent or other approval rights. The offer to consummate the transactions contemplated by this Agreement is a “Section 5 Offer” as defined in that certain Stockholders Agreement, dated as of July 22, 2002, by and among the Company and certain stockholders of the Company (iilisted on Annex A thereto), and the notice of such Section 5 Offer referred to in Section 5(a) general equitable principles (whether considered of such Stockholders Agreement and the notice and request referred to in a proceeding Section 5(b) of such Stockholders Agreement will be delivered in equity accordance with the procedures set forth therein. No other action, vote or at law) (approval of the “Enforceability Limitations”)Company or the Stockholders is required to authorize the execution and delivery by the Company of this Agreement or the consummation by it of the Merger.

Authorization and Validity of Agreement. The Company Purchaser has the requisite full corporate power and authority to executeexecute and deliver this Agreement, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by Purchaser and the Companyconsummation by it of the transactions contemplated hereby, the performance have been duly authorized and approved by the Company Board of its obligations hereunder Directors of Purchaser, and no other action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution Purchaser and delivery by Parent and Merger Sub, shall constitute is a legal, valid and binding obligation of the Company, Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effect of applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and other similar Laws relating to or laws affecting the enforcement of creditors’ ' rights generally and (ii) by general equitable principles (whether considered principles. Castle has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Castle and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of Castle, and no other action on the part of Castle is necessary to authorize the execution, delivery and performance of this Agreement by Castle and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Castle and is a valid and binding obligation of Castle enforceable against it in a proceeding in equity or at law) (accordance with its terms, except to the “Enforceability Limitations”)extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.

Authorization and Validity of Agreement. The Company has the requisite all necessary corporate power and authority to executeexecute and deliver this Agreement and the other Transaction Agreements to which it is a party, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Agreements by the Company, Company and the performance consummation by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby Transactions, have been (a) duly and validly authorized and unanimously approved by the Board of Directors of the Company and all (b) approved by the Company Stockholder Approval, and no other necessary corporate or other action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part or its Board of the Company are Directors or stockholders is necessary to authorize this Agreement or the transactions contemplated hereby. The Board execution, delivery and performance of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this AgreementTransaction Agreements or the consummation of the Transactions, including except to the Merger, are fair to, extent (a) the Board of Directors will be required to approve any corporate actions relating to a Public Offering and listing of the Common Stock in connection therewith and (b) the best interests of, stockholders of the Company will be required to approve (i) any corporate actions to amend the Company’s stockholders, charter and bylaws in connection with a Public Offering and listing of the Common Stock and (ii) approved and declared advisable any Contracts regarding voting or other investor rights relating to the “agreement of merger” (as Company, to which any such term stockholder is used in Section 251 of the DGCL) contained in this anticipated to be a party. This Agreement and the transactions contemplated by this Agreementother Transaction Agreements have been (or will be, including at the Merger, in accordance with the DGCL, (iiitime of their execution) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, to the extent it is a party thereto, assuming due and valid authorization, execution and delivery hereof and thereof by Parent and Merger Subeach of the other parties thereto, shall constitute as applicable, each is (or will be, at the time of its execution) a legal, valid and binding obligation of the Company, Company and enforceable against it the Company in accordance with its their terms, except to the extent that its enforceability may be subject to (i) the effect of applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar Laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and (ii) by general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”)principles.

Authorization and Validity of Agreement. The Company has the requisite full corporate power and authority to executeexecute and deliver this Agreement, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby have (other than the approval of this Agreement and the Merger by the holders of a majority of the shares of Common Stock (the "Company Stockholders Approval"), which is the only vote of the holders of any equity interest in the Company necessary in connection with the consummation of the Merger). This Agreement has been duly authorized executed and delivered by the Board of Directors Company and is a valid and binding obligation of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of enforceable against the Company are necessary in accordance with its terms, except to authorize this Agreement or the transactions contemplated herebyextent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. The Company's Board of Directors of the CompanyDirectors, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any wayheld, has, as subject to the provisions of the date Section 6.2 hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby are fair to, to and in the best interests of, of the Company’s 's stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in adopted this Agreement and the transactions contemplated by hereby and authorized the execution of this Agreement, including the Merger, in accordance with the DGCL, and (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement approval and adoption of merger” set forth in this Agreement (collectively, and the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered Merger by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”)stockholders.

Authorization and Validity of Agreement. The Company has the requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and, and subject to receipt of obtaining the Required Company VoteStockholder Approval, to perform its obligations under this Agreement hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder Merger and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of duly called and held at which all directors of the Company duly called and held and, as were present in accordance with the Bylaws of the date hereofCompany, not subsequently rescinded or modified duly adopted resolutions (the “Company Board Approval”) (a) approving and declaring advisable this Agreement, the Merger and the other transactions contemplated hereby, (b) declaring that it is advisable and making a determination that it is in any way, has, as the best interests of the date hereof Company and the Company Stockholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (ic) determined making a determination that this Agreement is fair to the Company and the Company Stockholders, (d) directing that this Agreement be submitted to a vote for adoption at a meeting of the Company Stockholders to be held as promptly as practicable as set forth in Section 6.2 and (e) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way except as permitted by Section 6.2. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and other than the Company Stockholder Approval no corporate authorizations or approvals on the part of the Company are necessary to approve this Agreement to consummate the transactions contemplated by this Agreement. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as of the record date established for the Company Stockholders’ Meeting, including voting as a single class at the Company Stockholders’ Meeting in favor of adopting this Agreement (the “Company Stockholder Approval”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and the Merger. The approval of this Agreement, the Merger, are fair to, the stockholders agreement and in the best interests oftransactions contemplated hereby and thereby by the Board of Directors of the Company constitutes the only action necessary to render inapplicable to this Agreement, the Company’s stockholdersMerger, (ii) approved the stockholders agreement and declared advisable the transactions contemplated hereby and thereby the restrictions on “agreement of mergerbusiness combinations” (as such term is used defined in Section 251 203 of the DGCL) contained set forth in Section 203 of the DGCL to the extent, if any, such restrictions would otherwise be applicable to this Agreement Agreement, the Merger, the stockholders agreement and the transactions contemplated by hereby and thereby. Except for Ontario Securities Commission Rule 61-501, no state or foreign takeover or similar statute or regulation is applicable to this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that stockholders agreement or the “agreement other transactions contemplated hereby or thereby. Prior to the execution of merger” contained in this Agreement be submitted to Company’s the stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectivelyagreement, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by of Directors of the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of approved the Company, enforceable against it in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”)stockholders agreement.

Authorization and Validity of Agreement. The Company Each of Cirrus and Acquisition Sub has the requisite corporate power and authority to executeexecute and deliver the Transaction Documents to which it is a party, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement thereunder and to consummate the transactions contemplated herebythereby. The execution execution, delivery and performance of the Transaction Documents to which it is a party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized and approved by it, and no other action on the part of Cirrus and/or Acquisition Sub is necessary to authorize the execution, delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder Transaction Documents and the consummation of the transactions contemplated hereby thereby. The Transaction Documents as have been duly authorized executed and delivered by the Board of Directors of the Company Cirrus and all other necessary corporate action Acquisition Sub on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary or prior to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair tohave been, and in on the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as Closing Date such term is used in Section 251 other of the DGCL) contained in this Agreement Transaction Documents to which Cirrus and/or Acquisition Sub is a party will have been, duly executed and delivered by Cirrus and Acquisition Sub and are and will be valid and binding obligations enforceable against Cirrus and Acquisition Sub, as the transactions contemplated by this Agreement, including the Mergercase may be, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Sub, shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its their terms, subject to (i) the effect of except as such enforcement may be limited by applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar Laws relating to or laws affecting the enforcement of creditors’ ' rights generally generally, and general equitable principles. Cirrus' and the Acquisition Sub's Board of Directors each have (i) approved the Merger, which approval satisfies in full any applicable requirements of the DGCL and CGCL, and (ii) general equitable principles (whether considered determined that in a proceeding their opinion the Merger is in equity or at law) (the “Enforceability Limitations”)best interests of the stockholders of Cirrus and Acquisition Sub.

Authorization and Validity of Agreement. The Company Each of Modine and Newco has the requisite corporate power and authority to execute, execute and deliver and, subject this Agreement and the Ancillary Agreements to receipt of the Required Company Vote, which it is a party and to perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereunder or thereunder. The execution and delivery of this Agreement and the Ancillary Agreements by the Companyeach of Modine and Newco, the performance by the Company of its obligations hereunder and the consummation by each of them of the transactions contemplated hereby Transactions, have been duly authorized and unanimously approved by their respective boards of directors, and, assuming the Board of Directors truth of the Company representation and all warranty of Transpro in Section 5.21, no other necessary corporate action on the part of Modine, Newco (except for the Company, other than approval of this Agreement by Modine as the Required Company Vote, and no other corporate proceedings on sole stockholder of Newco) or the part of the Company are Modine Shareholders is necessary to authorize this Agreement or the transactions contemplated hereby. The Board execution and delivery of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including Ancillary Agreements or the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 consummation of the DGCL) contained in this Transactions. This Agreement and the transactions contemplated by this AgreementAncillary Agreements have been, including the Mergeror will be when executed and delivered, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company each of Modine and Newco, as applicable, and, assuming due execution to the extent it is a party thereto, each is, or will be when executed and delivery by Parent and Merger Subdelivered, shall constitute a legal, valid and binding obligation of the Company, each of Modine and Newco enforceable against it each of Modine and Newco in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effect of applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equitable principles. Consents and Approvals; No Violations. Assuming (a) the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Transpro Stockholders in connection with the Transpro Stockholders Meeting and will be mailed to the Modine Shareholders as an information statement in connection with the Spin Off (the "Proxy Statement") and of a registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the NCBCA, are made, the execution and delivery of this Agreement and the Ancillary Agreements by Modine and Newco, as applicable, and the consummation by Modine and Newco of the Transactions, do not and will not (i) violate or conflict with any provision of their respective articles or certificate of incorporation or bylaws, (ii) general equitable principles violate or conflict with any Law or Order of any Governmental Entity applicable to Modine or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (whether considered iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) result in a proceeding violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of, or result in equity the creation of any Encumbrance upon any of the properties or at lawassets of Modine and its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Modine or any of its Subsidiaries is a party or by which Modine or any of its Subsidiaries may be bound, excluding in the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or in the “Enforceability Limitations”)aggregate, reasonably be expected to have an Aftermarket Material Adverse Effect.

Authorization and Validity of Agreement. The Company has the all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder this Agreement and any Related Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings action or proceeding on the part of the Company are is or will be necessary to authorize for the execution, delivery and performance by the Company of this Agreement or and any Related Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called hereby and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”)thereby. This Agreement has and each of the Related Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by Parent and Merger Subthe Buyer, shall constitute a legal, valid and binding obligation obligations of the Company, enforceable against it in accordance with its their terms, subject except to (i) the effect of extent that their enforceability may be limited by bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and or other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and (ii) by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition are in the best interests of the Company, the stockholders of the Company and the creditors of the Company, (ii) determined that the Purchase Price constitutes fair and reasonably equivalent value for the Transferred Assets, and (iii) approved this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition. The Transferred Assets do not constitute “Enforceability Limitations”)substantially all” of the Company’s assets within the meaning of Section 271 of the Delaware General Corporation Law. No vote or approval of the stockholders of the Company is required to approve the Acquisition and the consummation of the transactions contemplated by this Agreement and the Related Agreements.

Authorization and Validity of Agreement. The Company Such EDAC Stockholder has the requisite corporate power and authority to execute, execute and deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and the other Transaction Documents to which such EDAC Stockholder is a party, to perform such EDAC Stockholder's obligations hereunder and thereunder and to consummate the transactions contemplated to be performed by such EDAC Stockholder hereby. The execution To the extent applicable, the execution, delivery and delivery performance by such EDAC Stockholder of this Agreement by and the Companyother Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and the consummation by such EDAC Stockholder of the transactions contemplated hereby to be performed by such EDAC Stockholder hereby, have been duly authorized and approved by the Board of Directors of the Company and all other necessary corporate corporate, partnership or trust action on the part of the Company, other than the Required Company Vote, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”)EDAC Stockholder. This Agreement has been been, and as of the Closing Date the other Transaction Documents to which such EDAC Stockholder is a party will be, duly and validly executed and delivered by such EDAC Stockholder. Assuming the Company due execution of this Agreement and, assuming due to the extent applicable, the other Transaction Documents, by EDAC, Deanco, Xxxxxx and the other EDAC Stockholders, this Agreement is, and upon execution and delivery by Parent and Merger Subat the Closing of the other Transaction Documents to which such EDAC Stockholder is a party, shall constitute a such other Transaction Documents will be, the legal, valid and binding obligation obligations of the Companysuch EDAC Stockholder, enforceable against it such EDAC Stockholder in accordance with its termsthe terms thereof, except to the extent that enforceability may be subject to (i) the effect of applicable bankruptcy, fraudulent conveyanceinsolvency, reorganization, moratorium and other similar Laws relating to or laws affecting the enforcement of creditors’ ' rights generally and (ii) by general equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”)principles.