0000950123-09-044623 Sample Contracts

Mistras Group, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • New York
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MISTRAS GROUP, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • Delaware

THIS AGREEMENT is entered into, effective as of «Date» by and between Mistras Group, Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.

EMPLOYMENT AGREEMENT
Employment Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • New Jersey

AGREEMENT made effective as of the 1st day of September, 2009, by and between MISTRAS GROUP INC., a Delaware corporation (the “Company”) and SOTIRIOS J. VAHAVIOLOS (“Mr. Vahaviolos”).

MISTRAS GROUP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • Delaware
MISTRAS GROUP, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 23, 2007, Effective as of October 31, 2006 among MISTRAS GROUP, INC., as Borrower, BANK OF AMERICA, N.A., as Agent, Co-Lead Bookrunner and L/C Issuer, JPMORGAN CHASE BANK, N.A. as Co-Lead...
Credit Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • New Jersey

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 23, 2007, effective as of October 31, 2006, among MISTRAS GROUP, INC. (formerly known as Mistras Holdings Corp.), a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Agent, Co-Lead Bookrunner and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Co-Lead Bookrunner and each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”).

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