Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy and attorney-in-fact (in his capacity as Shareholders' Representative) after the Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, the Shareholders' Representative shall have full power and authority, for and on behalf of the Shareholders, to take all actions, and to exercise such rights, power and authority, in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Shareholders, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement and to settle all such Claims on behalf of all the Shareholders and exercise any and all rights that the Shareholders are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment and agency of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.15, including, at the expense of the Shareholders, to retain attorneys, accountants and other advisors to assist him in the performance of his duties hereunder. All such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' Representative shall not have the right or obligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions of this Section 10.15(a). (b) Subject to the provisions of this Section 10.15(b), the Shareholders' Representative shall serve as such from and after the Closing Date until the earlier of his removal or the completion of his obligations hereunder. The Shareholders' Representative may be replaced or terminated at any time by those Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing; provided, however, that the Shareholders' Representative shall not voluntarily resign without the Shareholders first selecting a successor Shareholders' Representative (reasonably satisfactory to Parent). Any successor to a Shareholders' Representative shall for purposes of this Agreement be the Shareholders' Representative and from and after such time, the term "Shareholders' Representative" as used herein shall refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The Shareholders' Representative shall be allowed further access to and permitted to review the Surviving Entity's books and records during normal business hours and make copies reasonably required of (i) the working papers of Parent and the Surviving Entity relating to the Earn Out or any Claims and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the Earn Out or any Claims. (d) The provisions set forth in this Section 10.15 shall not impose any liability or obligation on Parent or the Surviving Entity other than those explicitly set forth in this Agreement. In particular, notwithstanding in any case any notice received by Parent or the Surviving Entity to the contrary, Parent and the Surviving Entity shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Shareholders' Representative and (ii) to assume that all actions, decisions and determinations of the Shareholders' Representative are fully authorized and binding upon the Shareholders' Representative and the Shareholders. The Parties hereto have caused this Agreement and Plan of Merger to be executed as of the date first written above. NATIONAL TECHNICAL SYSTEMS, INC. NTS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Raffy Lorentzian Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Raffy Lorentzian Title: Vice President, Corp. Dev. Title: Chief Financial Officer ELLIOT LABORATORIES, INC. ELA, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President, CEO Title: President SOLELY FOR SECTION 3, ARTICLE IX AND SECTION 10.15 AS SHAREHOLDERS' REPRESENTATIVE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust U/A/D July 24, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1986, as amended ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Settlor and Trustee ▇▇▇▇▇ ▇. ▇▇▇▇

Shareholders’ Representative. The Shareholders’ Representative is hereby approved to serve as the representative of the Shareholders for the purposes of Section 8.01 hereof. Each of the Shareholders hereby does and shall irrevocably appoint the Shareholders’ Representative as the agent, proxy and attorney in fact for such Shareholder for the purposes of Section 8.01 hereof, including full power and authority on such Shareholder’s behalf (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy and attorney-in-fact pay expenses (in his capacity as Shareholders' Representative) whether incurred on or after the Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, the Shareholders' Representative shall have full power and authority, for and on behalf of the Shareholders, to take all actions, and to exercise such rights, power and authority, date hereof) incurred in connection with the transactions contemplated hereby performance of Section 8.01 this Agreement, (b) to execute and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process deliver on behalf of such Shareholder any Shareholdersamendment or waiver hereto, (c) to execute take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (d) to negotiate, settle, compromise and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers otherwise handle all matters relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement guarantee provided under Section 8.01 hereof and to settle all such Claims on behalf of all the Shareholders do each and every act and exercise any and all rights that the which such Shareholder is, or Shareholders are collectively are, permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment Shareholders Representative hereby accepts the present mandate in accordance with Article 2144 of the Civil Code of Québec. Buyer may conclusively rely, without independent verification or investigation, upon any decision or action of the Shareholders Representative as being the binding decision or action of every Shareholder, and agency the Buyer shall not be liable to any Shareholder or any other Persons for any actions taken or omitted from being taken by them or by Buyer in good faith and in accordance with or reliance upon any such decision or action of the Shareholders Representative. Each Shareholder agrees to indemnify and to hold and save harmless the Shareholders Representative from and against any and all Losses that the Shareholders Representative may sustain or incur as a result of any action taken by the Shareholders’ Representative in relation to the mandate set forth in the present Section 10.05, save for any such Losses attributable to the intentional or gross fault of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.15, including, at the expense of the Shareholders, to retain attorneys, accountants and other advisors to assist him in the performance of his duties hereunder. All such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' Representative shall not have the right or obligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions of this Section 10.15(a)’ Representative. (b) Subject to the provisions of this Section 10.15(b), the Shareholders' Representative shall serve as such from and after the Closing Date until the earlier of his removal or the completion of his obligations hereunder. The Shareholders' Representative may be replaced or terminated at any time by those Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing; provided, however, that the Shareholders' Representative shall not voluntarily resign without the Shareholders first selecting a successor Shareholders' Representative (reasonably satisfactory to Parent). Any successor to a Shareholders' Representative shall for purposes of this Agreement be the Shareholders' Representative and from and after such time, the term "Shareholders' Representative" as used herein shall refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The Shareholders' Representative shall be allowed further access to and permitted to review the Surviving Entity's books and records during normal business hours and make copies reasonably required of (i) the working papers of Parent and the Surviving Entity relating to the Earn Out or any Claims and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the Earn Out or any Claims. (d) The provisions set forth in this Section 10.15 shall not impose any liability or obligation on Parent or the Surviving Entity other than those explicitly set forth in this Agreement. In particular, notwithstanding in any case any notice received by Parent or the Surviving Entity to the contrary, Parent and the Surviving Entity shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Shareholders' Representative and (ii) to assume that all actions, decisions and determinations of the Shareholders' Representative are fully authorized and binding upon the Shareholders' Representative and the Shareholders. The Parties hereto have caused this Agreement and Plan of Merger to be executed as of the date first written above. NATIONAL TECHNICAL SYSTEMS, INC. NTS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Raffy Lorentzian Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Raffy Lorentzian Title: Vice President, Corp. Dev. Title: Chief Financial Officer ELLIOT LABORATORIES, INC. ELA, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President, CEO Title: President SOLELY FOR SECTION 3, ARTICLE IX AND SECTION 10.15 AS SHAREHOLDERS' REPRESENTATIVE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust U/A/D July 24, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1986, as amended ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Settlor and Trustee ▇▇▇▇▇ ▇. ▇▇▇▇

Shareholders’ Representative. (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy and attorney-in-fact (in his capacity as Shareholders' Representative) after the Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, the Shareholders' Representative shall have full power and authority, for and on behalf of the Shareholders, to take all actions, and to exercise such rights, power and authority, in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Shareholders, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement and to settle all such Claims on behalf of all the Shareholders and exercise any and all rights that the Shareholders are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment and agency of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.15, including, at the expense of the Shareholders, to retain attorneys, accountants and other advisors to assist him in the performance of his duties hereunder. All such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' Representative shall not have the right or obligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions of this Section 10.15(a). (b) Subject to the provisions of this Section 10.15(b), the Shareholders' Representative shall serve as such from and after the Closing Date until the earlier of his removal or the completion of his obligations hereunder. The Shareholders' Representative may be replaced or terminated at any time by those Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing; provided, however, that the Shareholders' Representative shall not voluntarily resign without the Shareholders first selecting a successor Shareholders' Representative (reasonably satisfactory to Parent). Any successor to a Shareholders' Representative shall for purposes of this Agreement be the Shareholders' Representative and from and after such time, the term "Shareholders' Representative" as used herein shall refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The Shareholders' Representative shall be allowed further access to and permitted to review the Surviving Entity's books and records during normal business hours and make copies reasonably required of (i) the working papers of Parent and the Surviving Entity relating to the Earn Out or any Claims and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the Earn Out or any Claims. (d) The provisions set forth in this Section 10.15 shall not impose any liability or obligation on Parent or the Surviving Entity other than those explicitly set forth in this Agreement. In particular, notwithstanding in any case any notice received by Parent or the Surviving Entity to the contrary, Parent and the Surviving Entity shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Shareholders' Representative and (ii) to assume that all actions, decisions and determinations of the Shareholders' Representative are fully authorized and binding upon the Shareholders' Representative and the Shareholders. The Parties hereto have caused this Agreement and Plan of Merger to be executed as of the date first written above. NATIONAL TECHNICAL SYSTEMS, INC. By: _________________________________ Name: Title: NTS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Raffy Lorentzian _________________________________ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Raffy Lorentzian Title: Vice President, Corp. Dev. Title: Chief Financial Officer ELLIOT LABORATORIES, INC. By: _________________________________ Name: Title: ELA, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ _________________________________ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President, CEO Title: President SOLELY FOR SECTION 3, ARTICLE IX AND SECTION 10.15 AS SHAREHOLDERS' REPRESENTATIVE /s/ ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ SHAREHOLDERS ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ____________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust U/A/D July 24, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1986, as amended ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Settlor and Trustee ____________________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ____________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇

Shareholders’ Representative. (a) By the execution and delivery of this Agreement, subject to the terms of Section 10.15(b), each Shareholder irrevocably appoints, authorizes and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy and attorney-in-fact (in his capacity as Shareholders' Representative) after the Closing Date for the purpose of effecting the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and exercising, on behalf of all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, the Shareholders' Representative shall have full power and authority, for and on behalf of the Shareholders, to take all actions, and to exercise such rights, power and authority, in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental thereto, to represent any Shareholder from and after the Closing, to give or receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any Shareholders, to execute and deliver, or hold in escrow and release, any exhibits or amendments to this Agreement, the Transaction Documents or any other agreements, certificates, stock powers, statements, notices, approvals, extensions or waivers relating to the transactions contemplated hereby or thereby, to conduct or cease to conduct the defense of all Claims against any Shareholder in connection with this Agreement and to settle all such Claims on behalf of all the Shareholders and exercise any and all rights that the Shareholders are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment and agency of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 10.15, including, at the expense of the Shareholders, to retain attorneys, accountants and other advisors to assist him in the performance of his duties hereunder. All such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' Representative shall not have the right or obligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions of this Section 10.15(a). (b) Subject to the provisions of this Section 10.15(b), the Shareholders' Representative shall serve as such from and after the Closing Date until the earlier of his removal or the completion of his obligations hereunder. The Shareholders' Representative may be replaced or terminated at any time by those Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior to the Closing; provided, however, that the Shareholders' Representative shall not voluntarily resign without the Shareholders first selecting a successor Shareholders' Representative (reasonably satisfactory to Parent). Any successor to a Shareholders' Representative shall for purposes of this Agreement be the Shareholders' Representative and from and after such time, the term "Shareholders' Representative" as used herein shall refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (c) The Shareholders' Representative shall be allowed further access to and permitted to review the Surviving Entity's books and records during normal business hours and make copies reasonably required of (i) the working papers of Parent and the Surviving Entity relating to the Earn Out or any Claims and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the Earn Out or any Claims. (d) The provisions set forth in this Section 10.15 shall not impose any liability or obligation on Parent or the Surviving Entity other than those explicitly set forth in this Agreement. In particular, notwithstanding in any case any notice received by Parent or the Surviving Entity to the contrary, Parent and the Surviving Entity shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Shareholders' Representative and (ii) to assume that all actions, decisions and determinations of the Shareholders' Representative are fully authorized and binding upon the Shareholders' Representative and the Shareholders. The Parties hereto have caused this Agreement and Plan of Merger to be executed as of the date first written above. NATIONAL TECHNICAL SYSTEMS, INC. NTS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Raffy Lorentzian Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Raffy Lorentzian Title: Vice President, Corp. Dev. Title: Chief Financial Officer ELLIOT LABORATORIES, INC. ELA, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President, CEO Title: President SOLELY FOR SECTION 3, ARTICLE IX AND SECTION 10.15 AS SHAREHOLDERS' REPRESENTATIVE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust U/A/D July 24, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1986, as amended ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Settlor and Trustee ▇▇▇▇▇ ▇. ▇▇▇▇'

Shareholders’ Representative. (a) By the execution and delivery adoption or causing the adoption of this Agreement, subject to the approval of the principal terms of Section 10.15(b)the Transactions, and the consummation of the Transactions or participating in the Transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Transactions, each Seller shall be deemed to have constituted, appointed and empowered effective from and after the date of such consent, Shareholder irrevocably appointsRepresentative Services LLC as the Shareholders’ Representative, authorizes for the benefit of the Sellers and directs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to act as such Shareholder's agent, representative, proxy the exclusive agent and attorney-in-fact (to act on behalf of each Seller, for all purposes in his capacity as Shareholders' Representative) after connection with and to facilitate the Closing Date for consummation of the purpose Transactions and the execution of effecting the Ancillary Agreements and the consummation of the transactions contemplated by thereby, which shall include the power and authority to: (i) enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the Transaction DocumentsTransactions, and exercising, on behalf of to take any and all Shareholders, the rights and powers of the Shareholders hereunder and thereunder. Without limiting the generality of the foregoing, actions which the Shareholders' ’ Representative shall have full power and authority, believes are necessary or appropriate under this Agreement for and on behalf of the ShareholdersSellers including, to take all actionsconsenting to, compromising or settling any such claims, conducting negotiations with Buyer and, after the Closing Date, the Company and to exercise their respective Representatives regarding such rightsclaims, power and authorityand, in connection with the transactions contemplated hereby and thereby and to exercise such rights, power and authority as are incidental theretotherewith, to represent (A) assert any Shareholder from and claim or institute any Action; (B) investigate, defend, contest or litigate any Third Party Claim pursuant to Section 9.5 or any other Action or investigation initiated by Buyer and, after the ClosingClosing Date, to give the Company or any other Person, or by any Governmental Entity against the Shareholders’ Representative and/or any of the Sellers, and receive any notices required or permitted to be given hereunder and thereunder, to accept service of process on behalf of any or all Sellers in any such Action or investigation and compromise or settle on such terms as the Shareholders’ Representative shall determine to be appropriate, to execute and delivergive receipts, or hold in escrow releases and releasedischarges with respect to, any exhibits such Third Party Claim or amendments other Action or investigation; (C) file any proofs of debt, claims and petitions as the Shareholders’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action or investigation, it being understood that the Shareholders’ Representative shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions; (ii) to refrain from enforcing any right of the Sellers arising out of or under or in any manner relating to this Agreement; provided, however, that no such failure to act on the Transaction Documents part of the Shareholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or any interest by the Shareholders’ Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Shareholders’ Representative; (iii) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, statementsletters and other writings, noticesand, approvals, extensions or waivers relating to the transactions contemplated hereby or therebyin general, to conduct do any and all things and to take any and all action that the Shareholders’ Representative, in its sole and absolute discretion, may consider necessary or cease to conduct the defense of all Claims against any Shareholder proper or convenient in connection with this Agreement and to settle all such Claims on behalf of all the Shareholders and exercise any and all rights that the Shareholders are permitted or required to do or exercise under Article IX, and in connection with any Claim against or by the Shareholders under this Agreement. The appointment and agency of the Shareholders' Representative is irrevocable, and shall be deemed to be coupled with an interest. Execution of this Agreement by the Shareholders shall constitute agreement to be bound by the actions of the Shareholders' Representative taken hereunder and thereunder. The Parties agree that, as to all matters arising under this Agreement and the Transaction Documents after the Closing Date, the Shareholders' Representative shall act for and on behalf of the Shareholders, and to the extent Shareholders are asked to execute documents and to take other actions after the Closing and do not do so as promptly as possible when requested, the Shareholders appoint the Shareholders' Representative as their limited irrevocable attorney in fact to execute all such documents and to take all such actions deemed necessary or appropriate by the Shareholders' Representative which shall have the same force and effect as if performed by the Shareholders themselves. When this Agreement or any Transaction Document provides that a determination or any other action or event is conclusive and binding upon the Shareholders, such determination, action or event of the Shareholders' Representative shall be conclusive and binding upon the Shareholders. The Shareholders' Representative shall have all such incidental powers as may be necessary or desirable to carry into effect out the provisions of this Section 10.15, including, at the expense of the Shareholders, Transactions; (iv) to retain attorneysengage special counsel, accountants and other advisors to assist him and incur such other expenses on behalf of the Sellers in the performance of his duties hereunder. All connection with any matter arising under this Agreement, which such expenses shall be shared pro rata among all of the Shareholders based upon each Shareholder's portion of the aggregate Gross Closing Consideration. Under this Section 10.15(a), however, the Shareholders' ’ Representative shall not have is authorized to pay from the right Expense Holdback Amount; and (v) subject to Section 10.8, to negotiate and execute any waivers or obligation to, and shall not, represent any Shareholder in Indemnification Claims involving any such Shareholder's several, as opposed to his joint, liability under Article IX; in any circumstance where the Shareholders do not have joint liability, each individual Shareholder shall represent his own interests, regardless of any provisions amendments of this Section 10.15(a)Agreement or the Ancillary Agreements. (b) Subject The Shareholders’ Representative will incur no liability of any kind to any Seller with respect to any action or omission by the Shareholders’ Representative in connection with the Shareholders’ Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Shareholders’ Representative’s gross negligence or willful misconduct. The Shareholders’ Representative shall not be liable for any action or omission pursuant to the provisions advice of counsel, provided such action or omission is also not the result of the Shareholders’ Representative’s gross negligence or willful misconduct. The Sellers agree to indemnify, defend and hold harmless the Shareholders’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Shareholders’ Representative’s execution and performance of this Section 10.15(b)Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders' ’ Representative shall serve as will reimburse the Sellers the amount of such from and after indemnified Representative Loss to the Closing Date until extent attributable to such gross negligence or willful misconduct. If not paid directly to the earlier of his removal or Shareholders’ Representative by the completion of his obligations hereunder. The Shareholders' Sellers, any such Representative Losses may be replaced or terminated recovered by the Shareholders’ Representative from (i) the funds in the Expense Holdback Amount, and (ii) the Indemnity Escrow Amount at any such time by those Shareholders holding a majority in interest of the Company's shares immediately prior as remaining amounts would otherwise be distributable to the Closing. If the Person who is acting as the Shareholders' Representative is terminated or replaced by the Shareholders or is unable or unwilling to continue to serve as the Shareholders' Representative, or otherwise ceases to be the Shareholders' Representative, his successor shall promptly be appointed by the Shareholders holding a majority in interest of the Company's shares immediately prior Sellers pursuant to the Closingterms of this Agreement; provided, however, that while this Section 10.7(b) allows the Shareholders' ’ Representative to be paid from the aforementioned sources of funds, this Section 10.7(b) shall not voluntarily resign without relieve the Shareholders first selecting a successor Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholders' ’ Representative (reasonably satisfactory from seeking any remedies available to Parent)it at Law or otherwise. Any successor In no event will the Shareholders’ Representative be required to a Shareholders' Representative shall for purposes advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders' ’ Representative under this Section 10.7(b). (c) All of the indemnities, immunities and from and after such timepowers granted to the Shareholders’ Representative under this Agreement shall survive the Closing, the term "resignation or removal of the Shareholders' Representative" as used herein shall refer to ’ Representative and/or any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms termination of this Agreement. (cd) After the Closing Date, Buyer and the Company shall have the right to rely upon all actions taken or omitted to be taken by the Shareholders’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Sellers. (e) The Shareholders' Representative shall be allowed further access to and permitted to review the Surviving Entity's books and records during normal business hours and make copies reasonably required grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the working papers death, incompetency, bankruptcy or liquidation of Parent and the Surviving Entity relating to the Earn Out or any Claims Seller and (ii) shall survive the consummation of the Transactions, and any supporting schedules, supporting analyses and other supporting documentation relating action taken by the Shareholders’ Representative pursuant to the Earn Out authority granted in this Agreement shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or any Claimsdirection from such Seller, except for actions or omissions of the Shareholders’ Representative constituting willful misconduct. (df) The provisions set forth Each of the Company and Buyer acknowledges and agrees that the Shareholders’ Representative is a party to this Agreement solely to perform certain administrative functions in this Section 10.15 connection with the consummation of the Transactions. Accordingly, each of the Company and Buyer acknowledges and agrees that, the Shareholders’ Representative shall have no Liability to, and shall not impose be liable for any liability Losses of, any of the Company or obligation on Parent or the Surviving Entity other than those explicitly set forth Buyer in this Agreement. In particular, notwithstanding in connection with any case any notice received by Parent or the Surviving Entity to the contrary, Parent and the Surviving Entity shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations obligations of the Shareholders' ’ Representative under this Agreement or otherwise in respect of this Agreement or the Transactions, except to the extent such Losses shall be proven to be the direct result of willful misconduct by the Shareholders’ Representative in connection with the performance of its obligations hereunder. (g) The Sellers will not receive any interest or earnings on the Expense Holdback Amount and (ii) irrevocably transfer and assign to assume the Shareholders’ Representative any ownership right that all actionsthey may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Holdback Amount other than as a result of its gross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate from its corporate funds, decisions will not use these funds for its operating expenses or any other corporate purposes and determinations will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders' Representative are fully authorized and binding upon ’ Representative’s responsibilities, the Shareholders' ’ Representative and will deliver any remaining balance of the Expense Holdback Amount in accordance with Section 2.8(b). (h) The Shareholders’ Representative may resign upon twenty (20) days’ written notice delivered to Parent and, prior to the Closing, the Company. If the Shareholders. The Parties hereto have caused this Agreement and Plan ’ Representative shall resign or be removed by the Sellers, the Sellers shall (by consent of Merger those Sellers entitled to at least a majority of the Closing Payment hereunder), within ten (10) days after such resignation or removal, appoint a successor to be executed the Shareholders’ Representative for all purposes herein, and any such successor shall succeed the former Shareholders’ Representative as of the date first written above. NATIONAL TECHNICAL SYSTEMS, INC. NTS ACQUISITION CORP. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ Raffy Lorentzian Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Raffy Lorentzian Title: Vice President, Corp. Dev. Title: Chief Financial Officer ELLIOT LABORATORIES, INC. ELA, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President, CEO Title: President SOLELY FOR SECTION 3, ARTICLE IX AND SECTION 10.15 AS SHAREHOLDERS' REPRESENTATIVE /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust U/A/D July 24, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1986, as amended ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Settlor and Trustee ▇▇▇▇▇ ▇. ▇▇▇▇Shareholders’ Representative hereunder.