0001193125-09-055504 Sample Contracts

FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2009 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Ohio

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of , 20 , by and between CECO Environmental Corp., a Delaware corporation (the “Company”), and (the “Participant”) relating to the grant and issuance of shares of Common Stock of the Company under the CECO Environmental Corp. 2007 Equity Incentive Plan (the “Plan”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2009 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Ohio

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 30, 2008 (the “Effective Date”), by and among, on the one hand, CECO ENVIRONMENTAL CORP., a Delaware corporation (“Parent”), CECO GROUP, INC., a Delaware corporation (“Group”) and each of the following Subsidiaries of Parent as Borrowers under this Amendment and the Credit Agreement: CECO FILTERS, INC., a Delaware corporation (“Filters”), NEW BUSCH CO., INC., a Delaware corporation (“New Busch”), THE KIRK & BLUM MANUFACTURING COMPANY, an Ohio corporation (“K&B”), KBD/TECHNIC, INC., an Indiana corporation (“Technic”), CECOAIRE, INC., a Delaware corporation (“Aire”), CECO ABATEMENT SYSTEMS, INC., a Delaware corporation (“Abatement”), H.M. WHITE, INC., a Delaware corporation (“H.M. White”), EFFOX INC., a Delaware corporation and formerly known as CECO ACQUISITION CORP. (“Effox”), GMD ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation and formerly known as GMD ACQUISITION CORP. (“GMD”), FKI, LLC, a Dela

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