Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general 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 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 all the requisite corporate power and authority to enter into 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 executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its obligations hereunder 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 action or proceeding proceedings on the part of the Company is are necessary to authorize this Agreement or will be necessary for the executiontransactions contemplated hereby. The Board of Directors of the Company, delivery and performance 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 consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by Agreement, including the affirmative vote 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 holders of a majority of DGCL) contained in this Agreement and the outstanding stock of transactions contemplated by this Agreement, including the Company entitled to vote thereon Merger, in accordance with the DGCL, (iii) directed that the “Stockholder Approvalagreement 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 the due authorization, execution and delivery hereof by the BuyerParent and Merger Sub, constitutes shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except subject to (i) the extent that its enforceability may be limited by effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other laws similar Laws relating to or affecting the enforcement of creditors’ rights generally and by (ii) general equity equitable principles (whether considered in a proceeding in equity or at law) (the “Enforceability Limitations”). 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 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 all the requisite corporate limited liability company power and authority to enter into execute, deliver 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, execution and delivery of this Agreement and each Ancillary Agreement by the Company and the performance by the Company of this Agreement its obligations hereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized and validly authorized approved by the Board of Directors of the Company and all other necessary corporate limited liability company action on the part of the Company, subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate action or proceeding proceedings on the part of the Company is or will be (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary for the execution, delivery and performance by the Company of to authorize this Agreement and the consummation by the Company of each Ancillary Agreement and the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)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 the due authorization, execution and delivery hereof by the BuyerParent and Merger Sub, constitutes shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except subject to (a) the extent that its enforceability may be limited by effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other laws similar Laws relating to or affecting the enforcement of creditors’ rights generally and by generally, (b) general equity equitable 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 transactions contemplated by this Agreement, including the Acquisition, and (iiic) recommended that the stockholders an implied covenant of the Company approve this Agreement good faith 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 Approvalfair dealing.

Authorization and Validity of Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Buyer of this Agreement and any other agreements contemplated hereby, the delivery and issuance of the Note and the consummation by the Company Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action and no its Board of Directors. No other corporate or stockholder action or proceeding on the part of the Company is or will be necessary for the authorization, execution, delivery and performance by the Company Buyer of this Agreement and any other agreements contemplated hereby, the issuance of the Note and the consummation by the Company Buyer of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Buyer and delivery hereof by the Buyer, constitutes a legal, valid and legally binding obligation of the CompanyBuyer, enforceable against it Buyer in accordance with its terms, except subject to (i) the extent that its enforceability may be limited by effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, 49 39 moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, (ii) general equity equitable principles (whether considered in a proceeding in equity or at law)) and (iii) an implied covenant of good faith and fair dealing. The Company’s Board When executed and delivered as provided in this Agreement and each other agreement contemplated hereby to be executed and delivered by Buyer and the Note will be a valid and legally binding obligation of DirectorsBuyer, by resolutions duly adopted at a meeting duly called and heldenforceable against Buyer in accordance with its terms, has subject to (i) determined that the Acquisition effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the transactions contemplated by this Agreement are expedient and in the best interests enforcement of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisablecreditors' rights generally, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, general equitable principles (whether considered in a proceeding in equity or at law) and (iii) recommended that the stockholders an implied covenant of the Company approve this Agreement good faith 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 Approvalfair dealing.

Authorization and Validity of Agreement. The Company Acquiror has all the requisite corporate power and authority to enter into execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution, delivery and performance by the Company Board of this Agreement and the consummation by the Company Directors of the transactions contemplated hereby have been Acquiror has duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of each of this Agreement and the consummation Registration Rights Agreement by Acquiror and no other corporate proceedings on the Company part of Acquiror are necessary to authorize this Agreement or the Registration Rights Agreement or the transactions contemplated hereby or thereby (other than including, without limitation, the authorization and approval of the Acquisition Certificate of Designations in substantially the form attached hereto as Exhibit D and the consummation issuance and delivery of the transactions contemplated by this Agreement by Series B Preferred Stock at the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”Closing). This Agreement has been been, and at the Closing the Registration Rights Agreement will be, duly and validly executed and delivered by the Company Acquiror and, assuming this Agreement constitutes, and at the due authorizationClosing the Registration Rights Agreement will constitute, execution and delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company, this Agreement constitutes, and at the Closing the Registration Rights Agreement will constitute, the legal, valid and binding obligation of Acquiror, enforceable against it Acquiror in accordance with its their respective terms, except to the extent that its as enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and or by general principles of equity principles (regardless of whether such enforceability is 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 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 all the requisite corporate power and authority to enter into execute, deliver 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, execution and delivery of this Agreement and the other Transaction Documents by the Company and the performance by the Company of this Agreement its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and all other necessary corporate action on the part of the Company, other than the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding stock votes cast by all shareholders of the Company entitled to vote thereon at a meeting at which a quorum is present (the “Stockholder Company Shareholder Approval”), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby (subject to the filing of the Statement of Designation (when filed in accordance with the terms of the 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 the due authorization, execution and delivery hereof by Parent and Merger Sub and the Buyerother parties thereto (as applicable), constitutes shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except subject to (a) the extent that its enforceability may be limited by effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, (b) general equity equitable 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 (iLaw) 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 transactions contemplated by this Agreement, including the Acquisition, and (iiic) recommended that the stockholders an implied covenant of the Company approve this Agreement good faith 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 Approvalfair dealing.

Authorization and Validity of Agreement. The Company Each of Modine and Newco has all the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to consummate the transactions contemplated herebywhich it is a party and to perform its obligations hereunder or thereunder. The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements by each of Modine and Newco, and the consummation by the Company each of them of the transactions contemplated hereby Transactions, have been duly authorized and validly authorized unanimously approved by all necessary corporate action their respective boards of directors, and, assuming the truth of the representation and warranty of Transpro in Section 5.21, no other corporate action or proceeding on the part of the Company is or will be necessary Modine, Newco (except for the execution, approval of this Agreement by Modine as the sole stockholder of Newco) or the Modine Shareholders is necessary to authorize the execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and Ancillary Agreements or the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)Transactions. This Agreement has been and the Ancillary Agreements have been, or will be when executed and delivered, duly and validly executed and delivered by the Company each of Modine and Newco, as applicable, and, assuming to the due authorizationextent it is a party thereto, execution each is, or will be when executed and delivery hereof by the Buyerdelivered, constitutes 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 limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or and similar Laws affecting the enforcement of creditors’ ' rights generally and by general equity principles equitable principles. Consents and Approvals; No Violations. Assuming (whether considered 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 proceeding registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in equity 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 at law). The Company’s Board blue sky laws are met, (d) the requirements of Directorsthe 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 resolutions duly adopted at a meeting duly called the DGCL and heldthe NCBCA, has 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) determined that the Acquisition and the transactions contemplated by this Agreement are expedient and in the best interests violate or conflict with any provision of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisabletheir respective articles or certificate of incorporation or bylaws, (ii) approved this Agreement and the transactions contemplated violate or conflict with any Law or Order of any Governmental Entity applicable to Modine or any of its Subsidiaries or by this Agreementwhich any of their respective properties or assets may be bound, including the Acquisition, and (iii) recommended that require any filing with, or Permit, consent or approval of, or the stockholders giving of any notice to, any Governmental Entity, or (iv) result in a 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 the creation of any Encumbrance upon any of the Company approve this Agreement properties or assets of Modine and the consummation 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 transactions contemplated hereby 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 directed that such matter reimbursement, terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or in the aggregate, reasonably be submitted for consideration by the stockholders of the Company at the meeting of the stockholders expected 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 Approvalhave an Aftermarket Material Adverse Effect.

Authorization and Validity of Agreement. The Company Such EDAC Stockholder has all the requisite corporate power and authority to enter into execute and deliver 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 executionTo the extent applicable, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company such EDAC Stockholder of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Company such EDAC Stockholder of the transactions contemplated hereby (other than to be performed by such EDAC Stockholder hereby, have been duly authorized and approved by all necessary corporate, partnership or trust action on the approval part of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)such 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 to the due authorizationextent applicable, the other Transaction Documents, by EDAC, Deanco, Xxxxxx and the other EDAC Stockholders, this Agreement is, and upon execution and delivery hereof by at the BuyerClosing of the other Transaction Documents to which such EDAC Stockholder is a party, constitutes 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 its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general 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 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 Approvalequitable principles.

Authorization and Validity of Agreement. The Company has all the requisite corporate power and authority to enter into 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 executionexecution and delivery of this Agreement by the Company, delivery and the performance by the Company of this Agreement its obligations hereunder 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 action or proceeding proceedings on the part of the Company is are necessary to authorize this Agreement or will be necessary for the executiontransactions contemplated hereby. The Board of Directors of the Company, delivery and performance 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 consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by Agreement, including the affirmative vote 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 holders of a majority of DGCL) contained in this Agreement and the outstanding stock of transactions contemplated by this Agreement, including the Company entitled to vote thereon Merger, in accordance with the DGCL, (iii) directed that the “Stockholder Approvalagreement 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 the due authorization, execution and delivery hereof by the BuyerParent and Merger Sub, constitutes shall constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except subject to (i) the extent that its enforceability may be limited by effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other laws similar Laws relating to or affecting the enforcement of creditors’ rights generally and by (ii) general equity equitable 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 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 all the requisite corporate power and authority to execute and deliver this Agreement, and subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present in accordance with the Bylaws of the Company, 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 the best interests of the Company and the Company Stockholders that the Company enter into this Agreement and to consummate the transactions contemplated herebyMerger on the terms and subject to the conditions set forth in this Agreement, (c) 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 of this Agreement 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 other corporate action authorizations or proceeding approvals on the part of the Company is or will be are necessary for the execution, delivery and performance by the Company of to approve this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of to consummate the transactions contemplated by this Agreement by the Agreement. The affirmative vote of the holders of a majority of the outstanding stock shares of Company Common Stock as of the record date established for the Company entitled to vote thereon Stockholders’ Meeting, voting as a single class at the Company Stockholders’ Meeting in favor of adopting this Agreement (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by , is the Company and, assuming only vote of the due authorization, execution and delivery hereof by the Buyer, constitutes a legal, valid and binding obligation holders of any class or series of the Company, enforceable against it in accordance with its terms, except ’s capital stock necessary to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally approve and by general 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 adopt this Agreement and the transactions contemplated by Merger. The approval of this Agreement, including the AcquisitionMerger, and (iii) recommended that the stockholders of the Company approve this Agreement agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration thereby by the stockholders Board of Directors of the Company at constitutes the meeting only action necessary to render inapplicable to this Agreement, the Merger, the stockholders agreement and the transactions contemplated hereby and thereby the restrictions on “business combinations” (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL to the extent, if any, such restrictions would otherwise be applicable to this Agreement, the Merger, the stockholders agreement and the transactions contemplated 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, the Merger, the stockholders agreement or the other transactions contemplated hereby or thereby. Prior to the execution of the stockholders to obtain agreement, the Stockholder Approval. The only vote Board of the stockholders Directors of the Company required to approve approved the Acquisition and the consummation of the transactions contemplated by this Agreement is the Stockholder Approvalstockholders agreement.

Authorization and Validity of Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of 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 all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and any Related Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)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 the Buyer, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against it in accordance with its their terms, except to the extent that its their enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general 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 Acquisition Related Agreements and the transactions contemplated by this Agreement hereby and thereby, including the Acquisition are expedient and in the best interests of the Company, the stockholders of the Company and its stockholders and declared the Acquisition and creditors of the transactions contemplated by this Agreement advisableCompany, (ii) approved this Agreement determined that the Purchase Price constitutes fair and reasonably equivalent value for the transactions contemplated by this Agreement, including the AcquisitionTransferred Assets, and (iii) recommended that approved this Agreement, the stockholders of the Company approve this Agreement Related Agreements and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by thereby, including the stockholders Acquisition. The Transferred Assets do not constitute “substantially all” of the Company at Company’s assets within the meeting meaning of Section 271 of the stockholders to obtain the Stockholder ApprovalDelaware General Corporation Law. The only 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 is and the Stockholder ApprovalRelated Agreements.

Authorization and Validity of Agreement. The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by the Company it of the transactions contemplated hereby hereby, have been duly authorized and validly authorized approved by all necessary corporate action its Board of Directors and no other corporate action or proceeding on the part of the Company is or will be necessary for to authorize the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition this Agreement and the consummation of the transactions contemplated Merger by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock shares of Common Stock (the "Company Stockholders Approval"), which is the only vote of the holders of any equity interest in the Company entitled to vote thereon (necessary in connection with the “Stockholder Approval”consummation of the Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Buyer, constitutes is a legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, except to the extent that its enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equity principles (whether considered in a proceeding in equity or at law)equitable principles. The Company’s 's Board of Directors, by resolutions duly adopted at a meeting duly called and held, has has, subject to the provisions of Section 6.2 hereof (i) determined that the Acquisition this Agreement and the transactions contemplated by this Agreement hereby are expedient fair to and in the best interests of the Company and its stockholders and declared the Acquisition and the transactions contemplated by this Agreement advisableCompany's stockholders, (ii) approved and adopted this Agreement and the transactions contemplated by hereby and authorized the execution of this Agreement, including the Acquisition, and (iii) recommended that the stockholders resolved to recommend approval and adoption of the Company approve this Agreement and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration Merger 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 Approvalits stockholders.

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 all the requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms of this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been has duly and validly authorized by all necessary corporate action and no other corporate action or proceeding on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery hereof by the Buyer, constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, except to the extent that its enforceability as may be limited by any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally and or by general equity principles (whether considered of equity. Concurrently with the execution of this Agreement, the holders of - - ffny03\goldfmu\658041.8 in excess of 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 majority of the Company and its stockholders and declared Stock have executed written consents approving the Acquisition Merger and the other transactions contemplated hereby, which action by this Agreement advisable, (ii) approved this Agreement and written consent complies with the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders provisions of Section 228 of the Company approve this Agreement DGCL, the Company’s Organizational Documents and the consummation of the transactions contemplated hereby and directed that such matter be submitted for consideration by the stockholders of any other agreements between the Company at the meeting and any holder of the stockholders Company Stock relating to obtain the Stockholder Approvalvoting, consent or other approval rights. The only vote of the stockholders of the Company required offer to approve the Acquisition and the consummation of 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 Stockholder ApprovalCompany and certain stockholders of the Company (listed on Annex A thereto), and the notice of such Section 5 Offer referred to in Section 5(a) of such Stockholders Agreement and the notice and request referred to in Section 5(b) of such Stockholders Agreement will be delivered in accordance with the procedures set forth therein. No other action, vote or approval of the 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 all requisite full corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement by Purchaser and the consummation by the Company it of the transactions contemplated hereby hereby, have been duly authorized and validly authorized approved by all necessary corporate action the Board of Directors of Purchaser, and no other corporate action or proceeding on the part of the Company Purchaser is or will be necessary for to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition Purchaser and the consummation of the transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote thereon (the “Stockholder Approval”)hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Purchaser and delivery hereof by the Buyer, constitutes 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 limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equity principles (whether considered in a proceeding in equity or at law)equitable principles. The Company’s Board of DirectorsCastle has full corporate power and authority to execute and deliver this Agreement, by resolutions duly adopted at a meeting duly called to perform its obligations hereunder and held, has (i) determined that the Acquisition and to consummate the transactions contemplated by hereby. The execution, delivery and performance of this Agreement are expedient by Castle and in the best interests consummation by it of the Company and its stockholders and declared the Acquisition and 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 advisable, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Acquisition, and (iii) recommended that the stockholders of the Company approve this Agreement Castle and the consummation of the transactions contemplated hereby hereby. This Agreement has been duly executed and directed delivered by Castle and is a valid and binding obligation of Castle enforceable against it in accordance with its terms, except to the extent that such matter its enforceability may be submitted for consideration subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and 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 Approvalgeneral equitable principles.

Authorization and Validity of Agreement. The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance of this Agreement and the other Transaction Agreements by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions, have been (a) duly and validly authorized and unanimously approved by all necessary corporate action the Board of Directors of the Company and (b) approved by the Company Stockholder Approval, and no other corporate or other action or proceeding on the part of the Company or its Board of Directors or stockholders is or will be necessary for to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (other than the approval of the Acquisition and Transaction Agreements or the consummation of the transactions contemplated by this Agreement by Transactions, except to the affirmative vote extent (a) the Board of Directors will be required to approve any corporate actions relating to a Public Offering and listing of the holders of a majority of Common Stock in connection therewith and (b) the outstanding stock stockholders of the Company entitled will be required to vote thereon approve (i) any corporate actions to amend the “Stockholder Approval”)Company’s charter and bylaws in connection with a Public Offering and listing of the Common Stock and (ii) any Contracts regarding voting or other investor rights relating to the Company, to which any such stockholder is anticipated to be a party. This Agreement has and the other Transaction Agreements have been (or will be, at the time of their execution) duly and validly executed and delivered by the Company and, to the extent it is a party thereto, assuming the due and valid authorization, execution and delivery hereof and thereof by each of the Buyerother parties thereto, constitutes 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 limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general 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 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 Approvalequitable principles.