8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2013

Met-Pro Technologies LLC

(successor by merger to Met-Pro Corporation)

(Exact Name of registrant as specified in its charter)

Delaware	001-07763	46-2630972
(State or other jurisdiction of in corporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Cassell Road, P.O. Box 144, Harleysville, Pennsylvania	19438
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 723-6751

Met-Pro Corporation

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the transactions described under Item 2.01 below, Met-Pro Technologies LLC, a Delaware limited liability company (successor by merger to Met-Pro Corporation, a Pennsylvania corporation) (“Met-Pro”), terminated each of (i) the Perkasie Borough Industrial Development Authority Economic Development Revenue Bond (Met-Pro Corporation Project) Series 2005, dated December 30, 2005, between Met-Pro and Brown Brothers Harriman & Co., and the other documents executed in connection therewith, including without limitation, the Financing Agreement, ISDA Master Agreement and Schedule thereto, and Trade Confirmation, and (ii) the Promissory Note in the original principal amount of $4,000,000 from Met-Pro to RBS Citizens (as successor-in-interest to Mellon Bank, N.A.), dated February 23, 1996. Each such agreement was terminated immediately prior to the effective time of the First Merger described under Item 2.01 below. Payments of the amounts outstanding under the Perkasie Borough Industrial Development Authority Economic Development Revenue Bond and related loan documents in the amount of approximately $2.0 million were made in full in cash. No payments were paid under the RBS Citizens Promissory Note as no amounts were outstanding thereunder.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 27, 2013, Met-Pro, then a Pennsylvania corporation, completed its merger (the “First Merger”) with Mustang Acquisition Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of CECO Environmental Corp., a Delaware corporation (“CECO”), whereby Merger Sub merged with and into Met-Pro with Met-Pro continuing as the surviving corporation in the First Merger, and as a result of which Met-Pro was acquired by, and became a wholly owned subsidiary of, CECO. Subsequently, also on August 27, 2013, the surviving corporation of the First Merger merged (the “Second Merger,” and together with the First Merger, the “Mergers”) with and into Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.), a Delaware limited liability company and wholly-owned subsidiary of CECO (“Successor Sub”), in connection with which Met-Pro was renamed “Met-Pro Technologies LLC”.

The Mergers were effected pursuant to an Agreement and Plan of Merger, dated as of April 21, 2013, and amended as of August 5, 2013 (the “Merger Agreement”), by and among Met-Pro, CECO, Merger Sub and Successor Sub. The Merger Agreement and the transactions contemplated thereby, including the First Merger, were approved by Met-Pro’s board of directors on April 21, 2013 and by Met-Pro’s shareholders at a special meeting of shareholders held on August 26, 2013 (the “Special Meeting”), as described in more detail under Item 5.07 below.

Under the terms of the Merger Agreement:

• In the First Merger, Met-Pro shareholders had the option to elect to exchange each share of Met-Pro common stock held by them immediately prior to the effective time of the First Merger for either (i) $13.75 in cash, without interest, or (ii) shares of CECO common stock valued at $13.75, based on the volume weighted average trading price of CECO’s common stock for the 15-trading day period ending on August 26, 2013, the last trading day before the closing of the First Merger (the “CECO Trading Price”), subject to a collar so that there was a maximum exchange ratio of 1.3520 shares of CECO common stock for each share of Met-Pro common stock and a minimum of 1.0000 share of CECO common stock for each share of Met-Pro common stock, subject to certain exceptions and with overall elections subject to proration so that approximately 53% of the shares of Met-Pro common stock outstanding immediately prior to the First Merger (treating all restricted stock units as outstanding shares and all in-the-money options as outstanding shares

calculated using the treasury share method (“Equity Award Shares”)) would be exchanged for cash (which, together with the amount of cash paid for Equity Award Shares, was capped at $109.5 million) and approximately 47% of the shares of Met-Pro common stock outstanding immediately prior to the First Merger would be converted into the right to receive shares of CECO common stock.

• The CECO Trading Price was $12.6814. As a result, at the effective time of the First Merger, (i) 51.6% of the shares of Met-Pro common stock converted into the right to receive $13.75 in cash, without interest, per share, for an approximate total of $104,419,281 in cash consideration, and (ii) each of the remaining shares of Met-Pro common stock converted into the right to receive 1.0843 shares of CECO common stock, or an approximate total of 7,726,235 shares of CECO common stock. CECO will fund the cash portion of the merger consideration from cash-on-hand (including Met-Pro cash-on-hand) and a new credit facility.

• No fractional shares of CECO common stock will be issued to any Met-Pro shareholder in the First Merger. Each Met-Pro shareholder who would otherwise have been entitled to receive a fraction of a share of CECO common stock in the First Merger will receive cash in an amount equal to the product obtained by multiplying (i) the fractional share interest which such holder would otherwise be entitled to receive by (ii) $12.6814 (which represents the CECO Trading Price).

• Holders of outstanding Met-Pro Equity Award Shares, including options and restricted stock units, will receive an aggregate amount of cash equal to $4,862,029 as consideration for the cancellation of the options and restricted stock units held by them as of immediately prior to the effective time of the First Merger. At the effective time of the First Merger, each option to purchase shares of Met-Pro common stock, to the extent it was outstanding and unexercised (“Met-Pro Options”), became fully vested, was automatically cancelled and ceased to exist, entitling the holder thereof to receive a cash payment (without interest) equal to the product of (i) the excess, if any, of $13.75 over the exercise price per share of such Met-Pro Options and (ii) the number of shares of Met-Pro common stock issuable upon exercise of such Met-Pro Options. Also at the effective time of the First Merger, each restricted stock unit granted under any Met-Pro stock plan (each a “Met-Pro RSU”) that was outstanding became fully vested, was automatically cancelled and ceased to exist, entitling the holder thereof to receive a cash payment (without interest) equal to the product of (1) the aggregate number of shares of Met-Pro common stock subject to such Met-Pro RSU and (2) $13.75.

Upon the effective time of the First Merger, holders of Met-Pro common stock immediately prior to the effective time of the First Merger ceased to have any rights as shareholders in Met-Pro (other than their right to receive the merger consideration described above). Also, immediately prior to the effective time of the First Merger, the Rights Agreement, by and between Met-Pro and American Stock Transfer and Trust Company, LLC, dated as of January 6, 2000 and amended as of December 11, 2009 and April 21, 2013 (the “Rights Agreement”), automatically terminated in all respects without any further obligation or consideration payable to former Met-Pro shareholders or former holders of Met-Pro’s Preferred Shares Purchase Rights (as such term is defined in the Rights Agreement).

Based upon the final mix of cash and stock merger consideration described above and the trading price of CECO common stock on the closing date of the Mergers, Met-Pro and CECO will report the Mergers as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. To review the tax consequences of the Mergers to them in greater detail, former Met-Pro shareholders should refer to Met-Pro’s and CECO’s joint proxy statement/prospectus filed with the SEC, dated July 25, 2013. Specifically, former Met-Pro shareholders should review the section of the joint proxy

statement/prospectus entitled “Material United States Federal Income Tax Consequences” beginning on page 97 of the joint proxy statement/prospectus. Former Met-Pro shareholders are also encouraged to consult their tax advisors as to the tax consequences of the Mergers in their particular circumstances.

The foregoing summary of the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to Met-Pro’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2013, and the full text of Amendment No. 1 to the Merger Agreement, which is attached as Exhibit 2.2 to Met-Pro’s Form 8-K filed with the SEC on August 8, 2013, each of which is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 27, 2013, in connection with the completion of the First Merger, Met-Pro notified The New York Stock Exchange (the “NYSE”) that the First Merger had been completed, and requested that trading of shares of Met-Pro common stock on the NYSE be suspended prior to the opening of trading on August 28, 2013. In addition, on August 27, 2013, Met-Pro requested that the NYSE file with the SEC an application on Form 25 to delist Met-Pro’s common stock from the NYSE and deregister Met-Pro’s common stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Met-Pro intends to file a Form 15 requesting that Met-Pro’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 is incorporated into this Item 3.03 by reference.

Because the effective time of the First Merger occurred prior to August 30, 2013, as previously disclosed, the Met-Pro quarterly dividend declared on June 5, 2013 to shareholders of record at the close of business on August 30, 2013 will not be paid to Met-Pro’s shareholders. However, CECO has agreed to set its record date for the payment of its third dividend occurring during its current fiscal year to occur on a date that is at least two business days after the effective time of the First Merger.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, (i) the sole director of Merger Sub immediately prior to the effective time of the First Merger (Jason DeZwirek) became the sole director of the surviving corporation of the First Merger, and (ii) the officers of Merger Sub immediately prior to the effective time of the First Merger (Jason DeZwirek, Chairman; Jeffrey Lang, Chief Executive Officer and President; and Benton Cook, Interim Chief Financial Officer, Treasurer and Secretary) became the officers of the surviving corporation of the First Merger. The same individuals will constitute the sole member of the Board of Managers and the officers of Successor Sub immediately following the effective time of the Second Merger.

As a result, at the effective time of the First Merger, (i) each of George H. Glatfelter II, Raymond J. De Hont, Michael J. Morris, Judith Spires, Stanley W. Silverman and Robin Wiessmann resigned as members of Met-Pro’s board of directors, and (ii) each of Raymond J. De Hont, Neal E. Murphy, Edward J. Prajzner, Paul A. Tetley, Gregory C. Kimmer, Gennaro D’Alterio and Vincent J. Verdone ceased to be officers of Met-Pro.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger, Met-Pro’s Articles of Incorporation and Bylaws were amended and restated in their entirety in the forms attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

At the effective time of the Second Merger, Met-Pro’s corporate existence ceased as Met-Pro was merged with and into Successor Sub, and Successor Sub’s Certificate of Formation and Limited Liability Company Agreement, attached hereto as Exhibit 3.3 and Exhibit 3.4, respectively, continued as the Certificate of Formation and Limited Liability Company Agreement of the surviving entity of the Second Merger. Also at the effective time of the Second Merger, Successor Sub’s Certificate of Formation and Limited Liability Company Agreement were amended to change the name of Successor Sub to “Met-Pro Technologies LLC.”

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, 10,435,755 shares of Met-Pro common stock, or approximately 70.9% of the 14,719,681 shares of Met-Pro common stock issued and outstanding and entitled to vote at the Special Meeting, were present in person or by proxy.

At the Special Meeting, Met-Pro shareholders of record as of the close of business on July 19, 2013 considered: (1) a proposal to adopt the Merger Agreement, and to approve the transactions contemplated by the Merger Agreement, including the First Merger; (2) a non-binding advisory vote to approve the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers; and (3) a proposal to approve an adjournment or postponement of the Special Meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies. The voting results at the Special Meeting with respect to each of the matters described above were as follows:

1. The proposal to adopt the Merger Agreement, and to approve the transactions contemplated by the Merger Agreement, including the First Merger, was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	10,089,249		218,022		111,231		17,253

2. The proposal to approve the merger-related compensation that may become payable to Met-Pro’s named executive officers in connection with the Mergers was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	8,878,198		1,104,835		435,469		17,251

3. The proposal to approve an adjournment or postponement of the Special Meeting, if necessary or appropriate, to, among other reasons, solicit additional proxies was approved as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	9,538,383		734,178		163,192		0

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 21, 2013, by and among Met-Pro Corporation, CECO Environmental Corp., Mustang Acquisition Inc. and Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.) (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Met-Pro Corporation with the SEC on April 22, 2013).*
2.2	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 5, 2013, by and among Met-Pro Corporation, CECO Environmental Corp., Mustang Acquisition Inc. and Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.) (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Met-Pro Corporation with the SEC on August 8, 2013)
3.1	Amended and Restated Articles of Incorporation of Met-Pro Corporation
3.2	Amended and Restated Bylaws of Met-Pro Corporation
3.3	Certificate of Formation of Met-Pro Technologies LLC (formerly known as Mustang Acquisition II LLC)
3.4	Limited Liability Company Agreement of Met-Pro Technologies LLC (formerly known as Mustang Acquisition II LLC)

* Schedules and exhibits have been omitted pursuant to item 601(b)(2) of Regulation S-K. Met-Pro agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 30, 2013	MET-PRO TECHNOLOGIES LLC (successor by merger to MET-PRO CORPORATION)
	By:	/s/ Jeffrey Lang
		Jeffrey Lang
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 21, 2013, by and among Met-Pro Corporation, CECO Environmental Corp., Mustang Acquisition Inc. and Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.) (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Met-Pro Corporation with the SEC on April 22, 2013).*
2.2	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 5, 2013, by and among Met-Pro Corporation, CECO Environmental Corp., Mustang Acquisition Inc. and Mustang Acquisition II LLC (formerly known as Mustang Acquisition II Inc.) (incorporated by reference to Exhibit 2.2 to the Form 8-K filed by Met-Pro Corporation with the SEC on August 8, 2013)
3.1	Amended and Restated Articles of Incorporation of Met-Pro Corporation
3.2	Amended and Restated Bylaws of Met-Pro Corporation
3.3	Certificate of Formation of Met-Pro Technologies LLC (formerly known as Mustang Acquisition II LLC)
3.4	Limited Liability Company Agreement of Met-Pro Technologies LLC (formerly known as Mustang Acquisition II LLC)

* Schedules and exhibits have been omitted pursuant to item 601(b)(2) of Regulation S-K. Met-Pro agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

EX-3.1

Exhibit 3.1

Amended and Restated Articles of Incorporation

ARTICLE 1: The name of the corporation is Met-Pro Corporation (the “Company”).

ARTICLE 2: The address of the registered office of the Company in the Commonwealth of Pennsylvania is 160 Cassell Road, Harleysville, Montgomery County, Pennsylvania 19438.

ARTICLE 3: The Company is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”).

ARTICLE 4: The Company is organized on a stock share basis, and the aggregate number of shares of stock which the Company shall have authority to issue is One Hundred (100), each share to be designated as a Common Share and to have a par value of Ten Cents ($0.10).

ARTICLE 5: The following provisions of the BCL shall not apply to the Company:

(a) Section 2538 (relating to approval of transactions with interested shareholders);

(b) Subchapter 25E (relating to control transactions); and

(c) Subchapter 25G (relating to control share acquisitions).

ARTICLE 6: Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting, subject to compliance with the BCL.

ARTICLE 7: The Board of Directors is expressly authorized from time to time to adopt, amend and repeal the Bylaws of the Company or any provision thereof and to adopt new Bylaws. The Bylaws may be amended and repealed, and new Bylaws may be adopted, by the shareholders only if approved by the affirmative vote of at least 80% of the outstanding shares entitled to vote at any regular or special meeting duly convened after written notice to the shareholders that the purpose, or one of the purposes, of the meeting is to consider the amendment or repeal of the Bylaws.

ARTICLE 8: Special meetings of shareholders of the Company may be called only by the Board of Directors pursuant to the terms of the Bylaws, or the Chairman of the Board, and may not be called by any other person or persons.

ARTICLE 9: The number of directors of the Company shall be such as from time to time shall be fixed by, or in the manner provided in the Bylaws, but shall not be less than two. Election of directors need not be by ballot unless the Bylaws so provide. Vacancies among the directors and newly created directorships resulting from an increase in the number of directors shall be filled in the manner provided in the Bylaws.

ARTICLE 10:

(a) (1) A director of the Company shall stand in a fiduciary relation to the Company and shall perform his or her duties as a director, including the director’s duties as a member of any committee of the Board of Directors upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the Company, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (i) one or more officers or employees of the Company whom the director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such persons; or (iii) a committee of the Board of Directors upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause the director’s reliance to be unwarranted.

(2) In discharging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual directors may, in considering the best interests of the Company, consider the effects of any action upon employees, suppliers and customers of the Company and communities in which offices or other establishments of the Company are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Article 10(a)(1) hereof.

(3) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the Company.

(4) A director of the Company shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (i) the director has breached or failed to perform the duties of his or her office under Article 10(a)(1) through Article 10(a)(3) hereof; and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(5) The provisions of Article 10(a)(4) hereof shall not apply to: (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director for the payment of taxes pursuant to local, state or federal law.

(b) Neither any amendment nor repeal of this Article 10, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article 10, shall eliminate or reduce the effect of this Article 10 in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article 10, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE 11:

(a) Every person who is or was a director or officer of the Company shall be indemnified by the Company to the fullest extent allowed by the BCL against all liabilities and expenses imposed upon or incurred by that person in connection with any proceeding in which that person may be made, or threatened to be made, a party, or in which that person may become involved by reason of that person being or having been a director or officer of or serving or having served in any capacity with any other enterprise at the request of the Company, whether or not that person is a director or officer or continues to serve the other enterprise at the time the liabilities or expenses are imposed or incurred.

(b) To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) agents of the Company (and any other persons to which Pennsylvania law permits the Company to provide indemnification) through By-law provisions, agreements with such agents or other persons, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by the BCL subject only to limits created by applicable Pennsylvania law (statutory or non-statutory), with respect to actions for breach of duty to the Company, its shareholders and others.

(c) Neither any amendment nor repeal of this Article 11, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article 11, shall eliminate or reduce the effect of this Article 11 in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article 11, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE 12: These Articles of Incorporation may be amended at any time as permitted by law, subject to the express terms hereof, and all rights conferred upon the shareholders or others herein are granted subject to this reservation.

IN TESTIMONY WHEREOF, the undersigned has signed these Amended and Restated Articles of Incorporation this 26th day of August, 2013.

MET-PRO CORPORATION
By:	/s/ Jeffrey Lang
Name:	Jeffrey Lang
Title:	Chief Executive Officer

EX-3.2

Exhibit 3.2

Amended and Restated Bylaws

ARTICLE I

NAME AND OFFICES

Section 1. The name of the corporation is “Met-Pro Corporation”.

Section 2. The corporation may have offices at such places both within and without the Commonwealth of Pennsylvania as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. All meetings of the shareholders shall be held at such place within or without the Commonwealth, as may be from time to time fixed or determined by the board of directors. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or other electronic means, including, without limitation, the Internet.

Section 2. An annual meeting of the shareholders, commencing with the year 2013, shall be held on April 1, if not a legal holiday and, if a legal holiday, then on the next secular day following at such location as may be specified by the board of directors, when they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called at any time by the president, or a majority of the board of directors, or by shareholders entitled to cast at least twenty percent of the votes that all shareholders are entitled to cast at the particular meeting, upon written request delivered to the secretary of the corporation. Such request shall state the general nature of the business to be transacted at the proposed meeting. Upon receipt of any such request, it shall be the duty of the secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty days after the receipt of the request. If the secretary shall neglect to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 4. Written notice of every meeting of the shareholders shall be given by or at the direction of the secretary or other authorized person to each shareholder entitled to vote thereat at least five days prior to the meeting, unless a greater period of notice is required by law. If the secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

Section 5. Business transacted at all special meetings of shareholders shall be limited to the purposes stated in the notice, provided that whenever the language of a proposed resolution is included in the notice, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 6. The holders of a majority of the issued and outstanding shares entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation or by these bylaws. If, however, any meeting of shareholders cannot be organized because a quorum has not attended, the shareholders entitled to vote thereat, present in person or by proxy, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, such meeting may be adjourned only from day to day or for such longer periods not exceeding fifteen days each as the holders of a majority of the shares present in person or by proxy shall direct. Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least fifteen days because of an absence of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter. At any adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7. Except as otherwise provided by law or by these bylaws, whenever any corporate action is to be taken by vote of the shareholders, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all shareholders entitled to vote thereon.

Section 8. Unless otherwise provided in the articles, every shareholder shall be entitled to one vote for every share standing in the shareholder’s name on the books of the corporation. The articles may restrict the number of votes that a single holder or beneficial owner, or such a group of holders or owners, of shares of any class or series may directly or indirectly cast in the aggregate for the election of directors or on any other matter coming before the shareholders on the basis of any facts or circumstances that are not manifestly unreasonable and as otherwise provided by law. A shareholder may vote in person or by proxy authorized in accordance with law.

Section 9. Any action required or permitted to be taken at a meeting of the shareholders or of a class of the shareholders may be taken without a meeting if prior to or subsequent to the action, a consent or consents thereto by all of the shareholders who would have been entitled to vote at a meeting for such purpose shall be filed with the secretary of the corporation.

Any action required or permitted to be taken at a meeting of the shareholders or of a class of the shareholders may be taken without a meeting upon the consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the secretary of the corporation. Such action shall not become effective until after at least ten days’ notice of such action shall have been given to each shareholder of record entitled to vote thereon who has not consented thereto.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be two. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this article, and each director shall hold office until his or her successor is elected and qualified. Directors need not be shareholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the remaining number of the board, though less than a quorum and each person so elected shall be a director to serve for the balance of the unexpired term.

Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised and done by the shareholders.

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the Commonwealth of Pennsylvania.

One or more directors may participate in a meeting of the board by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the shareholders at the meeting at which such directors were elected and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the whole board shall be present. In the event of the failure of the shareholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for such meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the board at a duly convened meeting, or by unanimous written consent.

Section 7. Special meetings of the board may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 8. At all meetings of the board a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the secretary of the corporation.

Section 10. The board of directors may, by resolution adopted by a majority of the whole board, establish one or more committees consisting of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee to the extent provided in such resolution or in these bylaws, shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of the corporation except as otherwise restricted by law. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. A committees shall keep regular minutes of the proceedings and report the same to the board when required.

ARTICLE IV

NOTICES

Section 1. Notices to directors and shareholders shall be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, to his or her postal address appearing on the books of the corporation or, in the case of directors, supplied by him or her to the corporation for the purpose of notice. Notice in the manner set forth above shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person. However, if this corporation is not a closely held corporation and notice of any regular or special meeting of the shareholders (or any other notice required to be given to all shareholders or to all holders of a class or series of shares) is sent by mail at least twenty days prior to the day named for the meeting or any corporate or shareholder action specified in the notice, such notice may be sent by any class of postpaid mail.

Notice may also be given by facsimile transmission, e-mail or other electronic communication to the person’s facsimile number or address for e-mail or other electronic communications supplied by him or her to the corporation for the purpose of notice. Such facsimile or electronic notice shall be deemed given to the person entitled thereto when sent.

A notice of meeting shall specify the day and hour and geographic location, if any, of the meeting and any other information required by law. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting.

Section 2. Whenever any written notice is required to be given under the provisions of law or the articles of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The president and secretary shall be natural persons of full age; the treasurer may be a corporation but, if a natural person, shall be of full age. The board of directors may also choose vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of the aforesaid offices may be held by the same person.

Section 2. The board of directors, immediately after each annual meeting of shareholders, shall elect a president, who may, but need not be a director, and the board shall also annually choose a secretary and a treasurer who need not be members of the board.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed with or without cause by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

ARTICLE VI

SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated if so provided for in these bylaws. Every share certificate shall be signed by the president or vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer and shall be sealed with the corporate seal which may be facsimile, engraved or printed. Each certificate shall state: (1) that the corporation is incorporated under the laws of the Commonwealth of Pennsylvania; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, that the certificate represents.

Section 2. Where a certificate is signed by a transfer agent or an assistant transfer agent or a registrar, the signature of any president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. The board of directors may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than ninety days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the corporation after any record date fixed as provided herein. The board of directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the board fixes a new record date for the adjourned meeting.

ARTICLE VII

LIABILITY OF DIRECTORS

Section 1. A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his or her duties as a director, including the director’s duties as a member of any committee of the board of directors upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the corporation,

and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such persons; or (c) a committee of the board of directors upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause the director’s reliance to be unwarranted.

Section 2. In discharging the duties of their respective positions, the board of directors, committees of the board of directors and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, suppliers and customers of the corporation and communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 1 above.

Section 3. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.

Section 4. A director of the corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (a) the director has breached or failed to perform the duties of his or her office under Sections 1 through 3 above; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Section 5. The provisions of Section 4 above shall not apply to: (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law.

ARTICLE VIII

INDEMNIFICATION OF OFFICERS, DIRECTORS EMPLOYEES AND AGENTS

Section 1. The corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another domestic or foreign corporation, for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including

attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 2. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of shareholders or directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. It is the policy of the corporation that indemnification of, and advancement of expenses to, directors and officers of the corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this ARTICLE VIII shall be deemed to have been amended for the benefit of directors and officers of the corporation effective immediately upon any modification of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”) or any modification, or adoption of any other law that expands or enlarges the power or obligation of corporations organized under the BCL to indemnify, or advance expenses to, directors and officers of corporations.

Section 3. The corporation shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending an action, or proceeding referred to in this ARTICLE VIII in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Section 4. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5. The corporation shall have the authority to create a fund of any nature, which may, but need not, be under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these bylaws or otherwise. This authority shall include, without limitation, the authority to: (a) deposit funds in trust or in escrow; (b) establish any form of self-insurance; (c) secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the corporation; or (d) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this ARTICLE VIII. The provisions of this ARTICLE VIII shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 1 of this ARTICLE VIII but whom the corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the BCL or otherwise. The authority granted by this Section 5 shall be exercised by the board of directors of the corporation.

Section 6. The corporation shall have the authority to enter into a separate indemnification agreement with any officer, director, employee or agent of the corporation or any subsidiary providing for such indemnification of such person as the board of directors shall determine up to the fullest extent permitted by law.

Section 7. As soon as practicable after receipt by any person specified in Section 1 of this ARTICLE VIII of notice of the commencement of any action, suit or proceeding specified in Section 1 of this ARTICLE VIII, such person shall, if a claim with respect thereto may be made against the corporation under this ARTICLE VIII, notify the corporation in writing of the commencement or threat thereof; however, the omission so to notify the corporation shall not relieve the corporation from any liability under this ARTICLE VIII unless the corporation shall have been prejudiced thereby or from any other liability which it may have to such person other than under this ARTICLE VIII. With respect to any such action as to which such person notifies the corporation of the commencement or threat thereof, the corporation may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the corporation to the reasonable satisfaction of such person. After notice from the corporation to such person of its election to assume the defense thereof, the corporation shall not be liable to such person under this ARTICLE VIII for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein. Such person shall have the right to employ his or her own counsel in such action, but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of such person unless: (a) the employment of counsel by such person shall have been authorized by the corporation; (b) such person shall have reasonably concluded that there may be a conflict of interest between the corporation and such person in the conduct of the defense of such proceeding; or (c) the corporation shall not in fact have employed counsel to assume the defense of such action.

Section 8. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE VIII.

ARTICLE IX

GENERAL PROVISIONS

Section 1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 2. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE X

AMENDMENTS

Section 1. These bylaws may be altered, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened after notice to the shareholders of that purpose or by a majority vote of the members of the board of directors at any regular or special meeting duly convened after notice to the directors of that purpose, subject always to the power of the shareholders to change such action by the directors and subject to other statutory restrictions.

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

MET-PRO TECHNOLOGIES LLC

(FORMERLY KNOWN AS MUSTANG ACQUISITION II LLC)

1. The name of the limited liability company is “Met-Pro Technologies LLC” (the “Company”) (formerly known as “Mustang Acquisition II LLC”).

2. The address of the Company’s registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Company’s registered agent at such address is: The Corporation Trust Company.

3. The term of the Company shall be perpetual.

4.  (a) Every person who is or was a manager, director or officer of the Company shall be indemnified by the Company to the fullest extent allowed by applicable law against all liabilities and expenses imposed upon or incurred by that person in connection with any proceeding in which that person may be made, or threatened to be made, a party, or in which that person may become involved by reason of that person being or having been a manager, director or officer of or serving or having served in any capacity with any other enterprise at the request of the Company, whether or not that person is a manager, director or officer or continues to serve the other enterprise at the time the liabilities or expenses are imposed or incurred.

(b) To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through provisions of the Company’s limited liability company operating agreement, agreements with such agents or other persons, votes of members or disinterested managers or otherwise, in excess of the indemnification and advancement otherwise permitted by applicable law, subject only to limits created by applicable law (statutory or non-statutory) with respect to actions for breach of duty to the Company, its members and others.

(c) Neither any amendment nor repeal of this Paragraph 4, nor the adoption of any provision of this Certificate of Formation inconsistent with this Paragraph 4, shall eliminate or reduce the effect of this Paragraph 4 in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Paragraph 4, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

EX-3.4

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT

OF

MET-PRO TECHNOLOGIES LLC

(FORMERLY KNOWN AS MUSTANG ACQUISITION II LLC)

This Limited Liability Company Agreement (this “Agreement”) is made and entered into by CECO ENVIRONMENTAL CORP., a Delaware corporation, as the sole member (the “Member”) of MET-PRO TECHNOLOGIES LLC, a Delaware limited liability company (the “Company”) (formerly known as Mustang Acquisition II LLC).

ARTICLE I

FORMATION AND MEMBERSHIP

SECTION 1.01. Formation. The Company was originally formed as a Delaware corporation on April 18, 2013 pursuant to the General Corporation Law of the State of Delaware. On August 5, 2013, the Company was converted from a Delaware corporation into a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the “Act”). The Act shall govern the rights and liabilities of the parties hereto except as otherwise expressly stated.

ARTICLE II

OFFICES, NAME, ETC.

SECTION 2.01. Principal Office. The principal office of the Company and where records of the Company are kept is 4625 Red Bank Road, Cincinnati, Ohio 45227, or such other place within or without the State of Delaware as may be determined from time to time by the Member.

SECTION 2.02. Name. The business of the Company shall be conducted under the name of “Met-Pro Technologies LLC” or such other name as the Board (as defined below) may determine from time to time.

SECTION 2.03. Term. The term of the Company shall continue until terminated as hereinafter provided.

SECTION 2.04. Resident Agent. The name and address of the Company’s resident agent in Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The Board may change the Company’s registered agent from time to time.

SECTION 2.05. Business Ventures. The Member may engage independently or with others in other business ventures of every nature and description, and the Company shall not have any rights in and to such independent ventures or the income or profits derived therefrom.

ARTICLE III

PURPOSES AND POWERS

SECTION 3.01. Purpose. The Company shall be a single member limited liability company organized under the laws of the State of Delaware. The Member is the sole member of the Company. The Company may engage in any and all other lawful acts or activities permitted under the Act.

SECTION 3.02. Powers. In furtherance of the purposes of the Company as set forth in Section 3.01 and in addition to those powers provided in the Act, the Company hereby has the additional power and authority to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as said activities and contracts may be lawfully carried on or performed by a limited liability company under the Act.

ARTICLE IV

LIABILITY OF MANAGERS

SECTION 4.01. A Manager of the Company shall stand in a fiduciary relation to the Company and shall perform his or her duties as a Manager, including the Manager’s duties as a member of any committee of the Board upon which the Manager may serve, in good faith, in a manner the Manager reasonably believes to be in the best interests of the Company, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Manager shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (a) one or more officers or employees of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to matters which the Manager reasonably believes to be within the professional or expert competence of such persons; or (c) a committee of the Board upon which the Manager does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence. A Manager shall not be considered to be acting in good faith if the Manager has knowledge concerning the matter in question that would cause the Manager’s reliance to be unwarranted.

SECTION 4.02. In discharging the duties of their respective positions, the Board, committees of the Board and individual Managers may, in considering the best interests of the Company, consider the effects of any action upon employees, suppliers and customers of the Company and communities in which offices or other establishments of the Company are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 4.01 above.

SECTION 4.03. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Manager or any failure to take any action shall be presumed to be in the best interests of the Company.

SECTION 4.04. A Manager shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: (a) the Manager has breached or failed to perform the duties of his or her office under Sections 4.01 through 4.03 above; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

SECTION 4.05. The provisions of Section 4.04 above shall not apply to: (a) the responsibility or liability of a Manager pursuant to any criminal statute; or (b) the liability of a Manager for the payment of taxes pursuant to local, state or federal law.

SECTION 4.06. Neither any amendment nor repeal of this Article IV, nor the adoption of any provision of this Agreement inconsistent with this Article IV, shall eliminate or reduce the effect of this Article IV in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article IV, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE V

INDEMNIFICATION OF OFFICERS, MANAGERS, EMPLOYEES AND AGENTS

SECTION 5.01. The Company shall indemnify any Manager, director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, by reason of the fact that such person is or was a Manager, director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, director, officer, employee or agent of another domestic or foreign limited liability company, corporation, for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

SECTION 5.02. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any organizational document, bylaw, agreement, contract, vote of members or Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. It is the policy of the Company that indemnification of, and advancement of expenses to, Managers, directors and officers of the Company shall be made to the fullest extent permitted by law. To this end, the provisions of this Article V shall be deemed to have been amended for the benefit of Managers, directors and officers of the Company effective immediately upon any modification of the Act or any modification, or adoption of any other law that expands or enlarges the power or obligation of limited liability companies organized under the Act to indemnify, or advance expenses to, Managers, directors and officers of limited liability companies.

SECTION 5.03. The Company shall pay expenses incurred by an officer or Manager or director, and may pay expenses incurred by any other employee or agent, in defending an action, or proceeding referred to in this Article V in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.

SECTION 5.04. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Manager, director officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

SECTION 5.05. The Company shall have the authority to create a fund of any nature, which may, but need not, be under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these bylaws or otherwise. This authority shall include, without limitation, the authority to: (a) deposit funds in trust or in escrow; (b) establish any form of self-insurance; (c) secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the Company; or (d) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article V. The provisions of this Article V shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section 5.01 but whom the Company has the power or obligation to indemnify, or to advance expenses for, under the provisions of the Act or otherwise. The authority granted by this Section 5.05 shall be exercised by the Board.

SECTION 5.06. The Company shall have the authority to enter into a separate indemnification agreement with any Manager, director, officer employee or agent of the Company or any subsidiary providing for such indemnification of such person as the Board shall determine up to the fullest extent permitted by law.

SECTION 5.07. As soon as practicable after receipt by any person specified in Section 5.01 of notice of the commencement of any action, suit or proceeding specified in Section 5.01, such person shall, if a claim with respect thereto may be made against the Company under this Article V, notify the Company in writing of the commencement or threat thereof; however, the omission so to notify the Company shall not relieve the Company from any liability under this Article V unless the Company shall have been prejudiced thereby or from any other liability which it may have to such person other than under this Article V. With respect to any such action as to which such person notifies the Company of the commencement or threat thereof, the Company may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Company to the reasonable satisfaction of such person. After notice from the Company to such person of its election to assume the defense thereof, the Company shall not be liable to such person under this Article V for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein. Such person shall have the right to employ his or her own counsel in such action, but the fees and expenses of such counsel

incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of such person unless: (a) the employment of counsel by such person shall have been authorized by the Company; (b) such person shall have reasonably concluded that there may be a conflict of interest between the Company and such person in the conduct of the defense of such proceeding; or (c) the Company shall not in fact have employed counsel to assume the defense of such action.

SECTION 5.08. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a Manager, director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, director, officer, employee or agent of another domestic or foreign limited liability company, corporation, for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Article V.

ARTICLE VI

MANAGEMENT

SECTION 6.01. Management by Board of Managers. Except for situations in which the approval of the Member is expressly required by this Agreement or by nonwaivable provisions of applicable law, the powers of the Company shall be exercised exclusively by or under the exclusive authority of, and the business and affairs of the Company shall be managed under the exclusive direction and control of, the Board of Managers (the “Board”, and the members of the Board, the “Managers”). The size of the Board shall initially be fixed at one (1)) (such number may be increased or decreased by the Board by an amendment to this Agreement), and its sole member shall initially be Jason DeZwirek. Any Manager may be removed and replaced by the Member at any time. Except as specifically provided otherwise in this Agreement or by nonwaivable provisions of the Act, any action taken by the Board may only be taken with the approval, either in writing or at a duly called meeting, of Managers holding a majority of the votes held by the Managers then serving on the Board. Each Manager shall be entitled to one (1) vote on matters coming before the Board. The Company shall reimburse each Manager for all reasonable out-of-pocket expenses incurred in connection with his or her duties as a Board member or committee member.

SECTION 6.02. Officers. The Board may from time to time appoint one or more individuals as officers and delegate to such officers such authority and duties as the Board deems advisable. In addition, the Board may assign titles (including, without limitation, chairman, chief executive officer, president, chief operating officer, chief financial officer, vice president, secretary, assistant secretary, treasurer or assistant treasurer) to such officers and, unless the Board decides otherwise, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such officers shall be fixed from time to time by the Board. Any delegation pursuant to this Section 5.02 may be revoked at any time by the Board, in its sole and absolute discretion. The initial officers of the Company shall be as follows:

Name	Titles
Jason DeZwirek	Chairman
Jeffrey Lang	Chief Executive Officer and President
Benton Cook	Interim Chief Financial Officer, Treasurer and Secretary

ARTICLE VII

ALLOCATIONS; DISTRIBUTIONS; CAPITAL CONTRIBUTIONS

SECTION 7.01. Allocations. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

SECTION 7.02. Distribution of Company Funds. After providing for the payment of any amounts due on any indebtedness of the Company and providing for a reasonable reserve for the payment of expenses of the Company, any remaining cash funds of the Company may be distributed or advanced to the Member.

SECTION 7.03. Capital Contributions. The Member has contributed $100.00 to the Company in exchange for one hundred (100) membership interest Units in the Company, which Units represent all of the outstanding membership or other ownership interests in the Company. A “Unit” means a unit of interest of a member in the Company at any particular time, including without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to vote, consent or approve, if any. All of the outstanding Units of the Company shall be set forth on Schedule A hereto, which shall be amended as necessary to reflect new members.

SECTION 7.04. Additional Capital Contributions. The Member may, but is not required to, make any additional capital contributions to the Company.

ARTICLE VIII

FISCAL YEAR, ACCOUNTING, INSPECTION OF BOOKS

SECTION 8.01. Fiscal Year and Accounting. Except as otherwise determined by the Board, the fiscal year of the Company shall be the calendar year. The books of the Company shall be kept on such method as the Board shall from time to time determine consistent with generally accepted accounting principles.

SECTION 8.02. Inspection of Books. The books of the Company shall at all times be available for inspection and audit by the Member at the Company’s principal place of business during business hours.

ARTICLE IX

DISSOLUTION

SECTION 9.01. Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following events: (a) the Board approves in writing the termination and dissolution of the Company or (b) the sale or distribution by the Company of all or substantially all of its assets. Any other provision of this Agreement to the contrary notwithstanding, no withdrawal, assignment, removal, bankruptcy, insolvency, death, incompetency, termination, dissolution or distribution with respect to the Member or any Unit holder will effect a dissolution of the Company. Notwithstanding the dissolution of the Company, the business of the Company shall continue to be governed by this Agreement until the winding up of the Company occurs.

SECTION 9.02. Distribution Upon Dissolution. Upon dissolution, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company (or the proceeds of sales or other dispositions in liquidation of the Company’s assets) shall be distributed to the Member. The Company shall terminate when all property has been distributed to the Member.

ARTICLE X

CERTIFICATES; UNITS

SECTION 10.01. Certificates. The Company may (but shall not be required to) issue certificates to represent the Units. The name of each member, together with the number of Units held by such member, shall be entered on the books of the Company and on Schedule A hereto.

SECTION 10.02. Units. Units of the Company shall only be transferred on the books of the Company by the holder of record thereof or by such holder’s attorney duly authorized in writing, pursuant to the terms of this Agreement, with such evidence of the authenticity of such transfer and other matters as the Company may reasonably require. It shall be the duty of the Company to record any such transfers on its books.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.01. Modification. This Agreement may be amended or modified by the written consent of the Member.

SECTION 11.02. Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without regard to the principles of conflicts or choice of laws thereof that would give rise to the application of the domestic substantive law of any other jurisdiction.

SECTION 11.03. Pronouns. Feminine or neuter pronouns shall be substituted for those of the masculine gender, the plural for the singular and the singular for the plural, in any place in this Agreement where the context may require such substitution.

SECTION 11.04. Titles. The titles of Articles and Sections are included only for convenience and shall not be construed as a part of this Agreement or in any respect affecting or modifying its provisions.

SECTION 11.05. Entire Agreement. This Agreement contains the entire understanding of the Member and the Company respecting the subject matter hereof and supersedes all prior agreements, discussions and understandings.

SECTION 11.06. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.07. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

SECTION 11.08. No Third-Party Beneficiaries. Except to the extent provided in Articles IV and V, nothing in this Agreement is intended to, or will, create any rights to any party other than a party that is a signatory hereto or who becomes a Member in accordance with the terms of this Agreement.

SECTION 11.09. Consent to The Exclusive Jurisdiction of the Courts of Delaware.

(a) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

(b) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS OF THE STATE OF DELAWARE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO PROSECUTE OR DEFEND ANY DISPUTE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(c) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES HERETO CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER.