Mistras Group, Inc. (the “Company”) maintains the Mistras Group, Inc. 2016 Long-Term Incentive Plan (the “Plan”).

Lender Group Expenses. Borrowers agree to pay any and all Lender Group Expenses on the earlier of # the first day of each month or # the date on which demand therefor is made by Agent and agrees that its obligations contained in this [Section 17.10] shall survive payment or satisfaction in full of all other Obligations.

Median Group Inc., a company incorporated in the state of Texas, U.S.A. and having its correspondence office at 17.1, Level 17, Tower 2, Bank Rakyat Twin Tower, No. 33, Jalan Rakyat, 50470 Kuala Lumpur, Malaysia (the "Purchaser" or "MGI").

Any Employee covered by a collective bargaining agreement except to the extent otherwise provided under Income Tax Regulation 1.414(q)-lT;

Group Health Benefits. Should the Executive elect and be eligible to continue receiving group medical insurance pursuant to the "COBRA" law, the Company will, for the shorter of # the Benefit Period following the Executive's Separation Date determined in accordance with [Section 2(a)(i)-(iv)])] hereof and # until the Executive becomes eligible for group health benefits from a subsequent employer, continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. The continuing health benefit coverage provided by the Company shall be applicable to the Executive, as well as all eligible dependents of Executive who were receiving health benefit coverage from the Company as of the Separation Date. The remaining balance of any premium costs shall be paid by the Executive on a monthly basis for as long as, and to the extent that, the Executive remains eligible for COBRA continuation.

For purposes of this [Section 3.7], the term “Confidential Information” means the following: # all monthly, quarterly and annual financial statements and operating reports for the Company and its Affiliates; # all secret information and information maintained as confidential by the Company and its Affiliates of a technical nature or otherwise related to any products, techniques or research and development of products or techniques, such as, but not limited to, methods, know-how, formulae, compositions, processes, discoveries, machines, equipment, models, prototypes, devices, inventions, computer programs, cost systems, manufacturing methods, processes, or design drawings of the Company or its Affiliates; # all proprietary or confidential information of the Company and its Affiliates regarding its or their business, operations or activities, such as, but not limited to, financial documents not described in # above, pricing, costs, purchasing, profits, market share, sales, customer lists, supplier lists, prospective customers, prospective suppliers or marketing or other business plans or strategies; and # all information maintained by the Company or an Affiliate of the Company as confidential or proprietary, including, without limitation, financial information, personnel information, health care information, and information concerning computer programs and plans for future developments, as well as other trade secrets. Notwithstanding anything herein to the contrary, the term “Confidential Information” does not include any information which # is now or hereafter becomes generally available to the public other than as a result of a disclosure in violation of any obligation of confidentiality owed to the Company or an Affiliate of the Company, # was in the possession of Participant on a non-confidential basis prior to its disclosure to Participant by the Company, # becomes available to Participant on a non-confidential basis from sources other than the Company, provided such disclosure to Participant is not as a result of a disclosure in violation of any obligation of confidentiality owed to the Company or an Affiliate of the Company, or # is required to be disclosed by order of a court or other government body of competent jurisdiction (provided Participant notifies the Company prior to complying with the order and provides the Company with the maximum opportunity possible to seek relief therefrom).

Return of Company Information. Upon termination of Executive's employment with Company for any reason, Executive will surrender and return to the Company all documents and materials in her possession or control which contain Trade Secrets, Inventions, and other Confidential Information. Executive will immediately return to the Company all lists, books, records, materials, and documents, together with all copies thereof, and all other Company property in her possession or under her control, relating to or used in connection with the business of the Company. Executive acknowledges and agrees that all such lists, books, records, materials, and documents are the sole and exclusive property of the Company.

Confidential Information of Company. Subject to paragraph 5, Employee will not disclose to anyone or use, directly or indirectly, after termination of Employee’s employment with the Company, any Confidential Information of the Company, except with the written consent of the Company. “Confidential Information” is defined herein to mean trade secrets, know-how, and other information, not generally known, relating to the Company's business which was disclosed to Employee or with which Employee became familiar during Employee’s term of employment with the Company (including information conceived, originated, discovered or developed in whole or in part by Employee). “Confidential Information” includes information relating to the Company's business practices and prospective business interests, including, but not limited to, customer lists, forecasts, business and strategic plans, financial and sales information, products, processes, equipment, manufacturing operations, marketing programs, research, product development, engineering, computer systems and software, and personnel records. This obligation shall continue until such Confidential Information becomes generally known to the public without participation on Employee’s part.

For purposes of this Agreement, “Confidential Information” means all information obtained by or disclosed, created, revealed or known to you as a consequence of or through your employment or other service relationship with the Company Group that is secret, confidential or not generally known to the public (other than through your disclosure of such Confidential Information or disclosure by another person in violation of such person’s obligations to the Company Group or the owner of such Confidential Information) relating to (i) the Company Group, its businesses or operations or (ii) any client or other third party to which the Company Group provides services or which otherwise has business dealings with the Company Group. Confidential Information includes (A) information of a commercial nature (for example, information about customers, clients or vendors of the Company Group (or the third party or its affiliates), strategies, costs, prices and markets), (B) information of a technical nature (for example, methods, know-how, code, processes, technical specifications, drawings and design data), (C) information of a strategic nature (for example, future developments or strategies pertaining to research and development, marketing and sales, new or improved products or services or other matters concerning the Company Group’s or third party’s planning), information as to employees and consultants (for example, capabilities, competence, status with the Company Group and compensation levels), and (E) information conceived, originated, discovered or developed by you during the Engagement Term.

Confidential Information; Unauthorized Disclosure. Executive shall not, whether during the period of his employment hereunder or thereafter, without the written consent of the Board or a person authorized thereby, disclose to any person, other than an executive of Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an executive of Company, any Confidential Information obtained by him while in the employ of Company with respect to Company’s business. Subject to the exclusions below, as used in this Agreement “Confidential Information” means data or information in any form, regardless of whether or not marked “confidential” or “proprietary” # which concerns, relates to, or comes from the business activities, business methods, products, services, relationships, research, or business development of Company or another member of the Company Group; # which Executive received, designed, compiled, produced, used, generated or otherwise became aware of as a result of his employment or engagement with Company or any other member of the Company Group; and # which is not generally known to the public. The parties agree that “Confidential Information” specifically includes, but is not limited to, trade secrets (as defined by Texas and federal law) of Company or another member of the Company Group and the following kinds of information and data (to the extent not generally known to the public): # information about the customers and prospective customers (such as customer and prospective customer identities, contact information, preferences, needs, requirements, specifications, proposals, contracts, financial information, and historic purchasing patterns, and information about Company’s or its Affiliates’ provision of products and services to each customer) of Company or another member of the Company Group; # non-public information about the products and service techniques of Company or any other member of the Company Group; # the computer systems and software developed by Company or another member of the Company Group or their respective agents for use by of Company or another member of the Company Group; # non-public information about the business methods (such as sales methods, business processes, training manuals and methods, research and development work, purchasing information and contracts, and new ideas made or conceived by employees or agents) of Company or another member of the Company Group; # financial information (such as pricing and bidding formulas, financial projections, budgets, analyses, accounting data, and financing information) of Company or another member of the Company Group; # information about the business plans and strategies (such as marketing plans, opportunities for new or developing business, products, services, or markets, and information about new business partnerships or distributorship arrangements) of Company or another member of the Company Group; # private personnel information (including employee social security numbers and medical records); # communications between Company or other members of the Company Group and their respective attorneys; # information provided to Company or another member of the Company Group with an expectation of confidentiality or which is subject to non-disclosure obligations (such as information shared in confidence by a customer or supplier); and # information marked “confidential” or “proprietary” by Company or another member of the Company Group. “Confidential Information” does not include general knowledge and skills used throughout the energy industry or any information which Executive may be required to disclose by any applicable law, order, or judicial or administrative proceeding. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts payable to Executive under this Agreement. Within fourteen (14) days after the termination of Executive’s employment for any reason, Executive shall return to Company all documents and other tangible items containing Company or other Company Group information which are in Executive’s possession, custody or control. Executive agrees that all Confidential Information exclusively belongs to Company, the other members of the Company Group or their designated affiliate, and that any work of authorship relating to Company’s business, products or services, whether such work is created solely by Executive or jointly with others, and whether or not such work is Confidential Information, shall be deemed exclusively belonging to Company, the other members of the Company Group or their designated affiliate.