SECURITIES PURCHASE AGREEMENT Dated as of June 27, 2011 between NATIONAL TECHNICAL SYSTEMS, INC. and MILL ROAD CAPITAL, L.P. EXPLANATORY NOTE TO THIS EXHIBITSecurities Purchase Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 27, 2011, by and between NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (the "Company"), and MILL ROAD CAPITAL, L.P., a Delaware limited partnership ("MRC").
AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • Delaware
This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into as of June 27, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Rights Agreement”), by and between National Technical Systems, Inc., a California corporation (together with its successors, the “Corporation”), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).
ContractSubordination Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 27, 2011 BY AND AMONG COMERICA BANK, AS ADMINISTRATIVE AGENT, MILL ROAD CAPITAL, L.P. AND NATIONAL TECHNICAL SYSTEMS INC.; EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
NATIONAL TECHNICAL SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2011 • National Technical Systems Inc /Ca/ • Services-testing laboratories • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of June 27, 2011 by and among (i) NATIONAL TECHNICAL SYSTEMS, INC., a California corporation (the "Company"), (ii) MILL ROAD CAPITAL, L.P., a Delaware limited partnership ("MRC"), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 6(c) hereof.
