Common use of LOANS AND PAYMENTS WITH RESPECT THERETO Clause in Contracts

LOANS AND PAYMENTS WITH RESPECT THERETO. Amount of Outstanding Type of Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period This Date This Date Made By EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF FIRST AMENDED AND RESTATED TERM LOAN NOTE US$ July ___, 2009 FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to or registered assigns (“Lender”), in accordance with the provisions of the “Agreement” (as such term is hereinafter defined), the principal amount of the Term Loans made by the Lender to Borrower under that certain Second Amended and Restated Credit Agreement, dated July ___, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Agent, Lead Arranger and L/C Issuer. Borrower promises to pay interest on the unpaid principal amount of the Term Loans from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Lender in Dollars in immediately available funds at the Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated Term Loan Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $12,500,000.00 (hereinafter referred to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term Note and the Original Acquisition Note shall be collectively referred to as the “Original Notes”). The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Original Notes. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY. ATTEST: MISTRAS GROUP, INC., a Delaware corporation By: By: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

LOANS AND PAYMENTS WITH RESPECT THERETO. Date Type of Term A-1 Loan Made Amount of Outstanding Type Term A-1 Loan Made End of Interest Period on Term A-1 Loan Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period on Term A-1 Loan This Date Outstanding Principal Balance of Term A-1 Loan This Date Notation Made By EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 D-2 FORM OF FIRST AMENDED AND RESTATED TERM LOAN A-2 NOTE US$ July ___Date: , 2009 FOR VALUE RECEIVED, the undersigned undersigned, HEALTHPEAK OP, LLC, a Maryland limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered permitted assigns (the “Lender”), in accordance with the provisions of the “Agreement” Term Loan Agreement (as such term is hereinafter defined), the principal amount of each Term A-2 Loan from time to time made by the Lender to the Borrower under that certain Term Loan Agreement, dated as of August 22, 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, HEALTHPEAK PROPERTIES, INC., a Maryland corporation, the lending institutions party thereto from time to time, and BANK OF AMERICA, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each Term A-2 Loan owed to the Lender from the date of such Term A-2 Loan until such principal amount of such Term A-2 Loan is paid in full, at such interest rates and at such times as provided in the Term Loan Agreement. All such payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand in accordance with the terms of the Term Loan Agreement, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Term Loan Agreement. This Term A-2 Note is one of the Term A-2 Notes referred to in the Term Loan Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Term Loan Agreement, all amounts then remaining unpaid on this Term A-2 Note shall become, or may be declared to be, immediately due and payable, all as provided in the Term Loan Agreement. Term A-2 Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to Borrower under this Term A-2 Note and endorse thereon the date, amount and maturity of its Term A-2 Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term A-2 Note. [Signature Page Follows] THIS TERM A-2 NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. HEALTHPEAK OP, LLC By: HEALTHPEAK PROPERTIES, INC. Its: Managing Member By: Name: Title: TERM A-2 LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Term A-2 Loan Made Amount of Term A-2 Loan Made End of Interest Period of Term A-2 Loan Amount of Principal or Interest Paid on Term A-2 Loan This Date Outstanding Principal Balance of Term A-2 Loan This Date Notation Made By EXHIBIT E FORM OF COMPLIANCE CERTIFICATE For the Fiscal Quarter/Fiscal Year ended:____________ (the “Statement Date”) To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Term Loan Agreement, dated July ___as of August 22, 2009 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among BorrowerHEALTHPEAK OP, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Agent, Lead Arranger and L/C Issuer. Borrower promises to pay interest on the unpaid principal amount of the Term Loans from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Lender in Dollars in immediately available funds at the Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated Term Loan Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $12,500,000.00 (hereinafter referred to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term Note and the Original Acquisition Note shall be collectively referred to as the “Original Notes”). The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Original Notes. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY. ATTEST: MISTRAS GROUP, INC.LLC, a Delaware corporation By: By: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation Maryland limited liability company (the “Borrower”), HEALTHPEAK PROPERTIES, INC., a Maryland corporation (“Parent Guarantor”), the Lenders lending institutions party thereto from time to time party thereto(each, a “Lender” and collectively, the “Lenders”), and Bank of AmericaBANK OF AMERICA, N.A., as Administrative Agent and L/C IssuerAgent. The undersigned Responsible Officer Borrower hereby certifies as of the date hereof that he/she the Responsible Officer executing this Compliance Certificate is the __________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and not in an individual capacity, and that: [Use following paragraph 1 for fiscal year-end financial statements]

LOANS AND PAYMENTS WITH RESPECT THERETO. Amount of Principal or Outstanding End of Interest Principal Type of Amount of End of Principal or Principal Loan Loan Interest Interest Paid This Balance Notation Date Loan Made Loan Made Period This Date This Date Made By Exhibit B-1 Form of Revolving Credit Note EXHIBIT “C” ATTACHED TO AND MADE A PART B-2 FORM OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [SWING LINE NOTE $ ___], 2009 FORM OF FIRST AMENDED AND RESTATED TERM LOAN NOTE US$ July __ ,20__, 2009 _ FOR VALUE RECEIVED, the undersigned (the “BorrowerBorrowers”)) hereby, hereby promises jointly and severally, promise to pay to Bank of America, N.A. or registered assigns (the “Swing Line Lender”), in accordance with the provisions of the “Agreement” Agreement (as such term is hereinafter defined), the principal amount of the Term Loans each Swing Line Loan from time to time made by the Swing Line Lender to Borrower the Borrowers under that certain Second Amended and Restated Credit Agreement, dated as of July ___11, 2009 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Borrowerthe Borrowers, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Administrative Agent, Lead Arranger and L/C IssuerIssuer and Swing Line Lender. Borrower promises The Borrowers, jointly and severally, promise to pay interest on the unpaid principal amount of the Term Loans each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the AgentSwing Line Lender’s Lending Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated Term Loan Swing Line Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Swing Line Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, Swing Line Loans made by Borrower, as maker, and delivered to Lender, as payee, the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the original principal amount ordinary course of $12,500,000.00 (hereinafter referred business. The Swing Line Lender may also attach schedules to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term this Swing Line Note and endorse thereon the Original Acquisition Note shall be collectively referred to as the “Original Notes”)date, amount and maturity of its Swing Line Loans and payments with respect thereto. The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation Each of the indebtedness evidenced by the Original Notes. BorrowerBorrowers, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Swing Line Note. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY. ATTEST: MISTRAS GROUP, INCYORK., a Delaware corporation By: By: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

LOANS AND PAYMENTS WITH RESPECT THERETO. Date Type of Loan Made Amount of Outstanding Type Loan Made End of Interest Period Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 C-2 FORM OF FIRST AMENDED AND RESTATED TERM LOAN SWING LINE NOTE US$ July ___, 2009 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Swing Line Lender”), in accordance with the provisions of the “Agreement” Agreement (as such term is hereinafter defined), the principal amount of the Term Loans each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated July ___as of April , 2009 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; ;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Administrative Agent, Lead Arranger and L/C IssuerIssuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of the Term Loans each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the Agent’s Officefunds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated Term Loan Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the any Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, Swing Line Loans made by Borrower, as maker, and delivered to Lender, as payee, the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the original principal amount ordinary course of $12,500,000.00 (hereinafter referred business. The Swing Line Lender may also attach schedules to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term this Note and endorse thereon the Original Acquisition Note shall be collectively referred to as the “Original Notes”)date, amount and maturity of its Swing Line Loans and payments with respect thereto. The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Original Notes. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEYOREGON. ATTEST: MISTRAS GROUPFLIR SYSTEMS, INC., a Delaware corporation . By: ByName: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___]as of April 28, 2009 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; ;” the terms defined therein being used herein as therein defined), among Mistras GroupFLIR Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Agent, L/C IssuerIssuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

LOANS AND PAYMENTS WITH RESPECT THERETO. Date Type of Loan Made Amount of Outstanding Type Loan Made End of Interest Period Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period This Date Outstanding Principal Balance This Date Notation Made By Exhibit B-1 Form of Revolving Credit Note EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 B-2 FORM OF FIRST AMENDED AND RESTATED TERM LOAN SWING LINE NOTE US$ July ___$ , 2009 20 FOR VALUE RECEIVED, the undersigned (the “BorrowerBorrowers”)) hereby, hereby promises jointly and severally, promise to pay to Bank of America, N.A. or registered assigns (the “Swing Line Lender”), in accordance with the provisions of the “Agreement” Agreement (as such term is hereinafter defined), the principal amount of the Term Loans each Swing Line Loan from time to time made by the Swing Line Lender to Borrower the Borrowers under that certain Second Amended and Restated Credit Agreement, dated July ___as of May 6, 2009 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Borrowerthe Borrowers, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Administrative Agent, Lead Arranger and L/C IssuerIssuer and Swing Line Lender. Borrower promises The Borrowers, jointly and severally, promise to pay interest on the unpaid principal amount of the Term Loans each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the AgentSwing Line Lender’s Lending Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated Term Loan Swing Line Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Swing Line Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, Swing Line Loans made by Borrower, as maker, and delivered to Lender, as payee, the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the original principal amount ordinary course of $12,500,000.00 (hereinafter referred business. The Swing Line Lender may also attach schedules to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term this Swing Line Note and endorse thereon the Original Acquisition Note shall be collectively referred to as the “Original Notes”)date, amount and maturity of its Swing Line Loans and payments with respect thereto. The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation Each of the indebtedness evidenced by the Original Notes. BorrowerBorrowers, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Swing Line Note. THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEYYORK. ATTEST: MISTRAS GROUP, INC[Remainder of page intentionally left blank., a Delaware corporation By: By: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank ] Form of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Swing Line Note

LOANS AND PAYMENTS WITH RESPECT THERETO. Date Type of Loan Made Currency and Amount of Outstanding Type Loan Made End of Interest Period Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 B-6 FORM OF FIRST AMENDED AND RESTATED EUROPEAN TERM LOAN A NOTE US$ July ___, 2009 FOR VALUE RECEIVED, the undersigned (the “European Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the “Agreement” Agreement (as such term is hereinafter defined), the principal amount of the European Term Loans A Loan from time to time made by the Lender to the European Borrower under that certain Second Third Amended and Restated Credit Agreement, dated July ___as of May 28, 2009 2014 (as amended by Amendment No.1 on August 20, 2014, and as further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; ;” the terms defined therein being used herein as therein defined), among the European Borrower, Constellation Brands, Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Co-Lead Arranger and Bank of America, N.A., as Agent, Lead Arranger Administrative Agent and L/C IssuerSwingline Lender and the Issuing Bank. The European Borrower promises to pay interest on the unpaid principal amount of the European Term Loans A Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This First Amended and Restated European Term Loan A Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This European Term A Note is also entitled to the benefits of the Guaranty Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this European Term A Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated The European Term Note, A Loan made by Borrower, as maker, and delivered to Lender, as payee, the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the original principal amount ordinary course of $12,500,000.00 (hereinafter referred business. The Lender may also attach schedules to as the “Original this European Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term A Note and endorse thereon the Original Acquisition Note shall be collectively referred to as the “Original Notes”)date, amount, currency and maturity of its Loans and payments with respect thereto. The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Original Notes. Borrower, for itself, its successors and assigns, European Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this European Term A Note. THE ASSIGNMENT OF THIS EUROPEAN TERM A NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT BC-6-11 INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS EUROPEAN TERM A NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEYYORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. ATTESTEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS EUROPEAN TERM A NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. TO THE EXTENT THE EUROPEAN BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE EUROPEAN BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. CIH INTERNATIONAL S.À X.X. By: MISTRAS GROUPName: Title: B-52-2 LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By B-5 3-3 EXHIBIT B-7 FORM OF EUROPEAN TERM B-1 NOTE , INC.FOR VALUE RECEIVED, the undersigned (the “European Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the European Term B-1 Loan from time to time made by the Lender to the European Borrower under that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended by Amendment No.1 on August 20, 2014, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the European Borrower, Constellation Brands, Inc., a Delaware corporation By: By: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONGcorporation, AMONGST OTHERSthe Lenders from time to time party thereto, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICABank of America, N.A., AS ADMINISTRATIVE AGENTas Administrative Agent and Swingline Lender and the Issuing Bank. The European Borrower promises to pay interest on the unpaid principal amount of the European Term B-1 Loan made by the Lender from the date of such Loan until such principal amount is paid in full, DATED JULY at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This European Term B-1 Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This European Term B-1 Note is also entitled to the benefits of the Guarantee Agreement and the Pledge Agreements and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this European Term B-1 Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The European Term B-1 Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this European Term B-1 Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The European Borrower hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this European Term B-1 Note. THE ASSIGNMENT OF THIS EUROPEAN TERM B-1 NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT B-5 4-4 INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS EUROPEAN TERM B-1 NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS EUROPEAN TERM B-1 NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. TO THE EXTENT THE EUROPEAN BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE EUROPEAN BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. CIH INTERNATIONAL S.À X.X. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By B-5 6-6 EXHIBIT C [___], 2009 Reserved] EXHIBIT D-1 [Reserved]EXHIBIT D-2 [Reserved] EXHIBIT D-3 [Reserved]EXHIBIT D-4 [Reserved] D-1-1 EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement COMMITTED LOAN NOTICE Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Third Amended and Restated Credit Agreement, dated July [___]as of May 28, 2009 2014 (as amended by Amendment No.1 on August 20, 2014, and Amendment No.2 on July 16, 2015, and as further amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; ;” the terms defined therein being used herein as therein defined), among Mistras GroupConstellation Brands, Inc., a Delaware corporation (the “U.S. Borrower”), CIH International S.à x.x., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 0, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B 176.850 with a share capital of US$1,000,000 (the “European Borrower” and, together with the U.S. Borrower, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, Swingline Lender and L/C Issuerthe Issuing Bank. The undersigned Responsible Officer hereby certifies as requests (select one): ¨ A Borrowing of the date hereof that he/she is the [U.S. Revolving][European Revolving][U.S. Term A][U.S. Term A-1][U.S. Term A-2] [European Term A][European Term B][European Term B-1] Loans ¨ A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]U.S. Revolving][European Revolving][U.S. Term A][U.S. Term A-1][U.S. Term A-2] [European Term A][European Term B][European Term B-1] Loans

LOANS AND PAYMENTS WITH RESPECT THERETO. Date Type and Tranche of Term Loan Made Amount of Outstanding Type Term Loan Made End of Interest Period Amount of End of Principal or Principal Loan Loan Interest Interest Paid Balance Notation Date Made Made Period This Date Outstanding Principal Balance This Date Notation Made By 84402209_5 EXHIBIT “C” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED B-2 to Credit Agreement Form of Revolving Credit Note REVOLVING CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [NOTE Date: ___], 2009 FORM OF FIRST AMENDED AND RESTATED TERM LOAN NOTE US$ July ____________, 2009 ______ FOR VALUE RECEIVED, the undersigned (the “Borrower”), ) hereby promises to pay to ___________________________ or registered assigns (the “Lender”), in accordance with the provisions of the “Agreement” Credit Agreement (as such term is hereinafter defined), the aggregate unpaid principal amount of the Term Loans each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated July ___as of December 8, 2009 2016 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Medpace Acquisition, Inc. (“Parent”), Medpace IntermediateCo, Inc. (the “Borrower”), the Lenders from time to time party thereto, JPMorgan Chase PNC Bank, N.A.National Association, as Co-Lead Arranger and Bank of America, N.A., as Agent, Lead Arranger Swingline Lender and L/C Issuer, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) and L/C Issuer, and the other parties party thereto. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Term Loans Lender to the Borrower under the Credit Agreement from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in (i) to the extent the Revolving Credit Loan is made in Dollars, Dollars or (ii) to the extent the Revolving Credit Loan is made in immediately available funds at the Agent’s Officean Alternative Currency, such Alternative Currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This First Amended and Restated Term Loan Revolving Credit Note (as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, this “Note”) is one of the Term Revolving Credit Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the each Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. This Note is given in full substitution for and in full replacement of (a) that certain undated Term Note, Revolving Credit Loans made by Borrower, as maker, and delivered to Lender, as payee, the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the original principal amount ordinary course of $12,500,000.00 (hereinafter referred business. The Lender may also attach schedules to as the “Original Term Note”) and (b) that certain undated Acquisition Note, by Borrower, as maker, and delivered to Lender, as payee, in the original principal amount of $10,000,000.00 (hereinafter referred to as the “Original Acquisition Note” and hereinafter the Original term this Revolving Credit Note and endorse thereon the Original Acquisition Note shall be collectively referred to as the “Original Notes”)date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The execution and delivery of this Note does not evidence a refinancing, repayment, accord and satisfaction or novation of the indebtedness evidenced by the Original Notes. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of any kind in connection with this Revolving Credit Note (including protest, demand, dishonor and non-payment of this Notepayment). THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF NEW JERSEYYORK. ATTEST: MISTRAS GROUP84402209_5 MEDPACE INTERMEDIATECO, INC., a Delaware corporation as Borrower By: ByName: Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Chief Financial Officer President EXHIBIT “D” ATTACHED TO AND MADE A PART OF THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, MISTRAS GROUP, INC., AS BORROWER, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, DATED JULY [___], 2009 FORM OF COMPLIANCE CERTIFICATE Financial Statement DateTitle: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated July [___], 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Mistras Group, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]84402209_5