FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 13th, 2018 • Mistras Group, Inc. • Services-engineering services • New York
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into this ________ day of December, 2018 by and among
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated December 21, 2011 By and among MISTRAS GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as a Lender and The Lenders...Credit Agreement • April 9th, 2012 • Mistras Group, Inc. • Services-engineering services • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into this 21st day of December, 2011 by and among
Mistras Group, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2011 • Mistras Group, Inc. • Services-engineering services • New York
Mistras Group, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2009 • Mistras Group, Inc. • Services-engineering services • New York
MISTRAS GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification 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 AGREEMENTEmployment Agreement • May 3rd, 2024 • Mistras Group, Inc. • Services-engineering services • New Jersey
This Employment Agreement (the “Agreement”) is dated as of March 26, 2024 (the “Effective Date”) between Mistras Group, Inc., a Delaware corporation (the “Company”), and Hani Hammad (“Executive”).
MISTRAS GROUP, INC. INDUCEMENT AWARD AGREEMENTInducement Award Agreement • March 11th, 2024 • Mistras Group, Inc. • Services-engineering services • Delaware
This Inducement Award Agreement (this “Award Agreement”), effective as of the Date of Grant set forth below, represents the grant of an option (the “Option”) to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Mistras Group, Inc. (the “Company”) to Manuel N. Stamatakis (the “Participant”), subject to the terms and conditions set forth below. The grant of the Option has been made by the Board of Directors (the “Board”) of the Company and the Compensation Committee (the “Committee”) of the Board. The number of shares of Common Stock that may be purchased pursuant to the Option, and the per share exercise price (the “Exercise Price”) payable for shares of Common Stock upon exercise of the Option, are set forth in Article I of this Award Agreement.
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 • October 6th, 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”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated July 22, 2009 By and among MISTRAS GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Lead Arranger and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Co-Lead Arranger and The...Credit Agreement • October 6th, 2009 • Mistras Group, Inc. • Services-engineering services • New Jersey
This Agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement dated as of April 23, 2007, effective as of October 31, 2006, executed by and among Borrower, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as amended and modified.
Amendment to Employment AgreementEmployment Agreement • October 14th, 2010 • Mistras Group, Inc. • Services-engineering services
Amendment (“Amendment”), dated July 14, 2010, to the Employment Agreement (the “Agreement”), dated as of September 1, 2009, between Mistras Group, Inc. (the “Company”) and Sotirios J. Vahaviolos (“Mr. Vahaviolos”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTStock Option Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • Delaware
FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 20th, 2021 • Mistras Group, Inc. • Services-engineering services • New York
THIS FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of May 19, 2021, is executed by and among,
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 26th, 2008 • Mistras Group, Inc. • Services-engineering services • New Jersey
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of the 30th day of May, 2008 and is by and 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 (the “Agent”), JPMORGAN CHASE BANK, N.A., as Co-Lead Bookrunner (“JPMorgan Chase”) and each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2018 • Mistras Group, Inc. • Services-engineering services • New Jersey
This EMPLOYMENT AGREEMENT (this "Agreement") is made amended and restated as of the 28th day, February, 2018, by and between MISTRAS GROUP INC., a Delaware corporation (the “Company”) and SOTIRIOS J. VAHAVIOLOS (“Mr. Vahaviolos”).
AMENDMENT NO. 1 Dated as of February 27, 2024 to CREDIT AGREEMENT Dated as of August 1, 2022Credit Agreement • March 1st, 2024 • Mistras Group, Inc. • Services-engineering services • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of February 27, 2024 by and among MISTRAS GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent’) under that certain Credit Agreement, dated as of August 1, 2022, by and among the Borrower, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 13th, 2020 • Mistras Group, Inc. • Services-engineering services • New York
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of March 9, 2020, is executed by and among,
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 27th, 2020 • Mistras Group, Inc. • Services-engineering services • New York
THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of October 11, 2019, is executed by and among,
SHARE PURCHASE AGREEMENT AMONG THE PERSONS LISTED IN SCHEDULE 2.1A HERETO, AS VENDORS, AND 2159562 ALBERTA LTD., AS PURCHASER, AND MISTRAS GROUP, INC., AS PARENT, AND ONSTREAM HOLDINGS INC. DATED AS OF DECEMBER 13, 2018Share Purchase Agreement • December 13th, 2018 • Mistras Group, Inc. • Services-engineering services • Alberta
AMONG: THE PERSONS LISTED IN SCHEDULE 2.1A HERETO(the “Major Vendors”) AND: 2159562 ALBERTA LTD., a corporation duly constituted under the laws of Canada; (the “Purchaser”) AND: ; (the “Parent”) AND TO WHICH INTERVENES: ; (the “Corporation”)
MISTRAS GROUP, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 21st, 2009 • Mistras Group, Inc. • Services-engineering services • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2018 • Mistras Group, Inc. • Services-engineering services • New Jersey
This EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of the March 13, 2018, by and between MISTRAS GROUP INC., a Delaware corporation (the “Company”) and DENNIS BERTOLOTTI (“Executive”).
October 9, 2023 Dear Mr. Stamatakis:Employment Agreement • October 10th, 2023 • Mistras Group, Inc. • Services-engineering services • Delaware
This letter agreement (this “Agreement”) sets forth the terms of your employment, on an interim basis, as President and Chief Executive Officer of Mistras Group, Inc. (the “Company”), commencing on October 9, 2023 (the “Effective Date”).
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.
Amendment No. 2 to Employment AgreementEmployment Agreement • April 9th, 2014 • Mistras Group, Inc. • Services-engineering services
Amendment No. 2 (“Amendment”), dated January 24, 2014, to the Employment Agreement (the “Agreement”), dated as of September 1, 2009, between Mistras Group, Inc. (the “Company”) and Sotirios J. Vahaviolos (“Mr. Vahaviolos”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2020 • Mistras Group, Inc. • Services-engineering services • New York
THIS THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Amendment”), dated as of May 15, 2020, is executed by and among,
THIS SHARE PURCHASE AGREEMENT is made as of December ____, 2018,Share Purchase Agreement • December 13th, 2018 • Mistras Group, Inc. • Services-engineering services • Alberta
AMONG: THE PERSON INDICATED AS “VENDOR” ON THE EXECUTION PAGE OF THIS AGREEMENT(the “Vendor”) AND: 2159562 ALBERTA LTD., a corporation duly constituted under the laws of Alberta; (the “Purchaser” and, collectively with the Vendor, the “Parties”, each a “Party”)
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • August 4th, 2021 • Mistras Group, Inc. • Services-engineering services
Subject to final approval by the Court, and with the understanding that the settlement agreement (“Agreement”) documented in this Memorandum of Understanding (“MOU”) shall be further memorialized in a more comprehensive written settlement agreement, Plaintiff Justin Price (“Price” or “Plaintiff”), on behalf of himself and all others similarly situated, and Defendant MISTRAS Group, Inc. (“MISTRAS” or “Defendant”), and past and present corporate affiliates, subsidiary divisions, related entities, successors-in-interest, divested business and business units, hereby agree to the settlement of the putative class-and-representative actions styled Justin Price, et al. v. MISTRAS Group, Inc., et al., Los Angeles Superior Court Case No. 20STCV22485 (“Price Class Action”), and Justin Price, et al. v. MISTRAS Group, Inc., et al., Los Angeles Superior Court Case No. 20LBCV00408 (“Price PAGA Action,” and collectively with the Price Class Action, the “Actions”), and do so upon the following essentia
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”).
THIRD AMENDMENT AND MODIFICATION AGREEMENTAmendment and Modification Agreement • January 9th, 2015 • Mistras Group, Inc. • Services-engineering services • New York
THIS THIRD AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Third Amendment”) is made this ______ day of October, 2014, by and among
FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Mistras Group, Inc. • Services-engineering services • New York
MISTRAS GROUP, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office located at 195 Clarksville Road, Princeton Junction, New Jersey 08550 (hereinafter referred to as the “Borrower”),
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2024 • Mistras Group, Inc. • Services-engineering services • New Jersey
This Employment Agreement (the “Agreement”) is entered into on December 5, 2024 between Mistras Group, Inc., a Delaware corporation (such entity or its successor, the “Company”), and Natalia Shuman-Fabbri (“Executive”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 26th, 2008 • Mistras Group, Inc. • Services-engineering services • New Jersey
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of the 1st day of July, 2008 and is by and 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 (the “Agent”), JPMORGAN CHASE BANK, N.A., as Co-Lead Bookrunner (“JPMorgan Chase”) and each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”).
August 17, 2016 Sotirios VahaviolosRepurchase Agreement • October 7th, 2016 • Mistras Group, Inc. • Services-engineering services
This letter agreement sets for the terms by which you will sell to Mistras Group, Inc. (the “Company”) and the Company will repurchase from you up to 1 million shares of the Company’s common stock owned by you. As used in this agreement, the term “Shares” shall mean shares of the Company’s common stock owned by you and the term “common stock” shall mean Company common stock.
JOINT STIPULATION OF SETTLEMENT AND RELEASESettlement Agreement • October 7th, 2016 • Mistras Group, Inc. • Services-engineering services
This Joint Stipulation of Settlement and Release ("Stipulation of Settlement") is made and entered into by and between Plaintiffs Edgar Viceral and David Krueger ("Plaintiffs"), individually and on behalf of all others similarly situated, and Defendant Mistras Group, Inc. (“Defendant” or “Mistras”), and their respective counsel of record, with respect to the case Viceral and Krueger, et al. v. Mistras Group, Inc., et al., United States District Court, Northern District of California, Case No. 3:15-cv-02198-EMC, subject to the terms and conditions hereof and the Court's approval.
SEPARATION AGREEMENTSeparation Agreement • December 8th, 2023 • Mistras Group, Inc. • Services-engineering services • New Jersey
THIS SEPARATION AGREEMENT (the “Agreement”) is made as of this [6th] day of December, 2023 (the “Effective Date”) by and between Mistras Group Inc., a Delaware corporation (the “Company”) and Dennis Bertolotti (“Executive”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prior Agreement (as defined below).
