MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Mistras Group, Inc., WPT Holdings Inc., West Penn Non-Destructive Testing, LLC (formerly known as West Penn Non-Destructive Testing, Inc.), and and James C. DeChellis IIIMembership Interest Purchase Agreement • December 21st, 2017 • Mistras Group, Inc. • Services-engineering services • New York
This Membership Interest Purchase Agreement (this “Agreement”) is dated as of December 15, 2017, by and among (i) Mistras Group, Inc., a Delaware corporation (“Buyer”), (ii) West Penn Non-Destructive Testing, LLC, a Pennsylvania limited liability company (formerly known as West Penn Non-Destructive Testing, Inc., a Pennsylvania corporation) (the “Company”), (iii) WPT Holdings Inc., a Pennsylvania corporation and the parent corporation of the Company (“Seller”), and (iv) each stockholder of Seller set forth in Exhibit A (individually, a “Stockholder” and collectively, the “Stockholders”). “Seller Parties” and individually each a “Seller Party” means (i) during the period prior to Closing, each of the Company, Seller and each Stockholder, and (ii) from and after Closing, Seller and each Stockholder. Capitalized terms used in this Agreement have the meaning specified in ARTICLE 11.
