AUDIT COMMITTEE CHARTER

The primary purpose of the audit committee of the Board of Directors (the “Committee”) of CECO Environmental Corp. (the “Company”) is to assist the Board of Directors (the "Board”) in fulfilling its responsibility to oversee the integrity of the financial statements of the Company and the Company’s compliance with legal and regulatory requirements.

COMPENSATION COMMITTEE CHARTER

The purpose of the Compensation Committee (the "Committee") is to discharge the responsibilities of the Board of Directors of the Company (the “Board”) relating to compensation of the Company’s executive officers.

NOMINATIONS AND GOVERNANCE COMMITTEE CHARTER

The primary purpose of the Nominations and Governance Committee (the "Committee") of the Board of Directors (the "Board") of CECO Environmental Corp. (the “Company”) is to identify individuals qualified to become Board members.

MERGERS AND ACQUISITIONS COMMITTEE CHARTER

The primary purpose of the Mergers and Acquisitions Committee (the "Committee") of the Board of Directors (the "Board") of CECO Environmental Corp. (the "Company") is to review with management periodically the Company's strategy regarding acquisitions, dispositions, joint ventures, or mergers (each as relates to material assets or a material portion of any business) (each, a "Strategic Transaction").