This Option 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 $0.01 per share ("Common Stock"), of Mistras Group, Inc. (the "Company") to Natalia Shuman-Fabbri (the "Participant"), subject to the terms and conditions set forth below. The grant of the Option has been made by the Compensation Committee of the Company’s Board of Directors (the “Committee”). 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.

The grant of the Option pursuant to this Award Agreement is being made pursuant to the terms and provisions of the Mistras Group, Inc. 2016 Long-Term Incentive Plan Amended and Restated as of March 27, 2024 (the "Plan") relating to Options (as the term "Options" is defined in the Plan), which terms and provisions are hereby incorporated into this Award Agreement by this reference, as though fully set forth herein, except as and to the extent expressly provided to the contrary in this Award Agreement. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein. A copy of the Plan has been provided to the Participant along with this Award Agreement.

I.    STOCK OPTION GRANT AWARD TERMS

The Option shall become fully vested and exercisable on the Vesting Date set forth above, provided the Participant remains in continuous employment or service with the Company from the Date of Grant through the Vesting Date.

The vesting and exercisability of the Option shall fully accelerate so that the Option is fully vested and exercisable in connection with termination of Participant’s employment to the extent, and subject to the conditions, described in Section 11(a) of that certain employment agreement between the Company and the Participant dated December 5, 2024, (the “Employment Agreement”) and such termination occurs prior to the Vesting Date.

Exercise Period:

The Option shall be exercisable by the Participant (or the Participant's estate or legal representative upon the Participant's death) at any time from and after the Vesting Date (or earlier, if pursuant to the terms of this Award Agreement or the Plan, the Option is exercisable earlier) and up to and including the earliest of (i) the Expiration Date set forth above, (ii) 90 days following termination of the Participant’s employment or service with the Company for any reason other than death, “Disability” (as defined in the Employment Agreement) or “Cause”, (iii) one year following termination of the Participant’s employment or service with the Company by reason the Participant’s death or by the Company on account of the Participant’s “Disability” or (iv) immediately upon termination of the Participant’s employment if the Participant’s employment is terminated by the Company for Cause (or the date the Participant's employment ceases, if at such time there exist grounds for a termination for Cause); provided that, notwithstanding the foregoing, all of the provisions of Article 9 of the Plan (Change in Control) shall be applicable to the Option. Any portion of the Option that is not vested and exercisable on the date of the Participant’s termination of employment or service will immediately terminate. Notwithstanding the provisions herein, in no event may the Option be exercised after the expiration of its stated term or before it becomes vested and exercisable.

II.     ADDITIONAL TERMS

1.    Exercise of Option.

(a)Method of Exercise. The Option shall be exercisable by delivery of an exercise notice or in a manner and pursuant to such procedures as the Committee may determine (the "Exercise Notice"), which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the "Exercised Shares"), and such other representations as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. The Option shall be deemed to be exercised upon receipt by the Company of the Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

(b)Compliance with Law. No Shares shall be issued pursuant to the exercise of the Option unless such issuance and such exercise comply with applicable laws.

2.    Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(c)(i)    cash, check, bank draft, electronic funds transfer or money order payable to the Company;

(d)(ii)    by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock provided that such shares (x) shall be valued at Fair Market Value on the date of exercise, and (y) must be owned free and clear of any liens, claims, encumbrances or security interests;

(e)(iii)    by payment to the Company pursuant to a broker-assisted cashless exercise program established and maintained by the Company in connection with the Plan; or

(f)(iv)    by a "net exercise" pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of the Option by the largest whole number of shares necessary to satisfy the Exercise Price, with such shares of Common Stock being valued at Fair Market Value as of the date of exercise, provided, that the Participant must pay any remaining balance of the aggregate Exercise Price not satisfied by the "net exercise" in another form of payment set forth herein.

3.    Nontransferability. Except as otherwise permitted by the Committee in accordance with the Plan, the Option is not assignable or transferable other than to a beneficiary designated to receive the Option upon the Participant’s death or by will or the laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Participant only by the Participant (or, in the event of the Participant’s incapacity, the Participant’s legal representative or guardian). Any attempt by the Participant or any other person claiming against, through or under the Participant to cause the Option or any part of it to be transferred or assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null and void and without effect upon the Company, the Participant or any other person.

4.    Rights as a Stockholder. No Shares shall be sold, issued or delivered hereunder until full payment for such Shares has been made (including, for this purpose, satisfaction of the applicable withholding tax). The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Option is exercised and the Shares covered by the exercise of the Optinon are issued in the name of the Participant. Except as otherwise specified, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such Shares are issued.

5.    Tax Withholding. The Company reserves the right to withhold, in accordance with applicable laws, from any consideration payable or property transferable to the Participant (including any Shares issuable to the Participant upon the exercise of the Option), any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of the Option or the sale or other disposition of the Shares. If the amount of any consideration payable to the Participant is insufficient to pay such taxes or if no consideration is payable to the Participant, upon the request of the Company, the Participant will pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements applicable to and as a condition to the exercise of the Option or the sale or other disposition of the Shares issued upon the exercise of the Option. The minimum required withholding obligations may be settled with the Shares.

6.    Entire Agreement; Governing Law. This Award Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. This Award Agreement may not be amended except by means of a writing signed by the Company and the Participant, and, for the avoidance of doubt, if any provision of the Plan that is incorporated by reference herein and applicable to the Option is amended, and such amendment would adversely affect the Participant's interest, then such amended provision shall not be given effect hereunder unless reflected in a writing signed by the Company and the Participant. This Award Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

7.    No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE THE PARTICIPANT'S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

8.    Administration. The Option, this Award Agreement and the rights of the Participant hereunder are subject to such rules and regulations as the Committee may adopt for administration of the Plan. Consistent with Article 3 of the Plan, it is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Option and this Award Agreement, all of which shall be binding upon the Participant and his successors.

9.    Successors. This Agreement shall be binding upon, and inure to the benefit of, any successor or successors of the Company, the Participant and any beneficiary of the Participant.

10.    Electronic Delivery of Documents. The Participant authorizes the Company and its affiliates to deliver electronically any prospectuses or other documentation related to the Option and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, periodic reports, proxy statements or other documents that are required to be delivered to participants in such arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail or e-mail notification that such documentation is available on the Company's intranet site or the website of a third-party administrator designated by the Company. Upon written request, the Company will provide to the Participant a paper copy of any document also delivered to the Participant electronically. The authorization described in this paragraph may be revoked by the Participant at any time by written notice to the Company.

[Signature Page Follows]

The Participant hereby accepts the Option subject to all of the terms and provisions of this Award Agreement.

    By:

    Natalia Shuman                            Michael C. Keefe

                                        Executive Vice President

MISTRAS GROUP, INC.
RESTRICTED STOCK UNIT CERTIFICATE

Granted To: Natalia Shuman-Fabbri                        

Total Units:    25,000                Grant Date: September 8, 2025

Vesting Dates:     1/3 on September 8 of 2026, 2027 and 2028

1.    Award. In accordance with the Mistras Group, Inc. 2016 Long-Term Incentive Plan Amended and Restated as of March 27, 2024 (the “Plan”), Mistras Group, Inc. (the “Company”) has made an award to you of restricted stock units (the “RSUs”). Each RSU, upon vesting, will become one share of the Company’s common stock. The award and the RSUs are subject to the provisions of the Plan and, to the extent not prohibited by the Plan, the terms and conditions of this certificate. Capitalized terms that are used but not defined in this certificate shall have the meanings ascribed to them by the Plan.

2.    Vesting of RSUs. Except as otherwise provided herein or the Plan, the Units will vest in three (3) equal annual installments, with 1/3 of the Units vesting on each of the dates set forth above. The vesting of the RSUs is cumulative, but shall not exceed 100% of the RSUs subject to this certificate. If the foregoing schedule will result in fractional shares, the number of RSUs that vest will be rounded down to the nearest whole RSU. The RSUs will fully vest on the third anniversary of the Grant Date if you are employed by or providing service to the Company on such date, except as otherwise provided in this certificate or the Plan. -All vesting is subject to your continuous employment or other service with the Company from the Grant Date until the applicable Vesting Date, except as otherwise provided in this certificate or in the Plan.

3.    Termination of Employment; Forfeiture of Unvested RSUs. Unless the Committee, acting in its sole and absolute discretion, determines otherwise, upon the termination of your employment and other service with the Company (“Termination of Employment”), you will forfeit all right, title and interest in the unvested RSUs, unless your Termination of Employment is as a result of (i) your death or termination by the Company on account of your Disability, in which case Section 4 below shall control, (ii) termination by the Company other than for Cause, death or Disability or you resign for Good Reason, in which case Section 5 below shall control, or (iii) as expressly set forth in the Plan, such as in connection with a Change in Control.

4.    Vesting Upon Death or Disability. Upon Termination of Employment by the Company following your Disability (as defined in your Employment Agreement) or death, all unvested RSUs shall vest and, in the case of your death, the shares represented by such RSUs shall be distributed to your heirs.

5. Termination without Cause/Resignation for Good Reason. Upon Termination of your Employment by the Company on account of any reason other than for Cause, death or your Disability or you resign for Good Reason as described in Section 11(a) of that certain employment agreement between the Company and you. dated December 5, 2024, (the “Employment Agreement”), and provided that the conditions of Section 11(a) of the Employment Agreement are met, all unvested RSUs shall vest.

6.    Transfer Restrictions. You may not sell, assign, transfer, pledge, hedge, hypothecate, encumber or dispose of in any way (whether by operation of law or otherwise) any unvested RSUs, and unvested RSUs shall not be subject to execution, attachment or similar process. Any attempt by you or any other person claiming against, through or under you to cause unvested RSUs to be transferred or assigned in any manner and for any purpose not permitted hereunder or under the Plan shall be null and void and without effect upon the Company, you or any other person.

7.    No Ownership of Stock; No Dividends or Voting Rights. The RSUs do not represent shares of the Company’s common stock, and no dividends or other distributions will be payable on unvested RSUs, and you will not have any voting rights with respect to the unvested RSUs.

8.    Issuance of Shares Upon Vesting. If, as and when any RSU becomes vested, and subject to the satisfaction of applicable withholding and other legal requirements, the vested RSU becomes void and you shall own one share of common stock of the Company for each vested RSU within sixty (60) days following the date that the RSUs become vested, unless a delay is required pursuant to Section 11.2 of the Plan.

9.    Withholding. The vesting of RSUs covered by this certificate shall be subject to and conditioned upon the satisfaction by you of applicable tax withholding obligations. The Company may require you or you may elect, in accordance with procedures set up by the Committee, to remit an amount sufficient to satisfy applicable withholding taxes or deduct or withhold such amount from any payments otherwise owed to you. By accepting this award, you expressly authorizes the Company to deduct from any compensation or any other payment of any kind due to you, including withholding shares issued in exchange for vested RSUs, for the amount of any federal, state, local or foreign taxes required by law to be withheld in connection with the vesting of RSUs; provided, however, that the value of the RSUs withheld shall be at the minimum withholding amount required by law.

10.    Provisions of the Plan and the Committee’s Authority Control. This certificate is subject to all the terms, conditions and provisions of the Plan, and to the rules, regulations and interpretations as may be established or made by the Committee acting within the scope of its authority and responsibility under the Plan. A copy of the Plan is available to you and may be obtained from the Company’s Corporate Secretary at the Company’s corporate headquarters. The applicable provisions of the Plan shall govern in any situation where this certificate is silent or where the applicable provisions of this certificate are contrary to or not reconcilable with such Plan provisions. The Committee shall have complete discretion in the exercise of its rights, powers, and duties with respect to the award represented by this certificate. Any interpretation or construction of any provision of, and the determination of any question arising under, this certificate shall be made by the Committee in its discretion and such exercise shall be final, conclusive, and binding.

11.    No Employment Rights. Nothing contained herein or in the Plan shall confer upon you any right of continued employment or other service with the Company or interfere in any way with the right of the Company at any time to terminate your employment or other service with the Company or to increase, decrease or otherwise adjust your compensation and any other terms and conditions of your employment or other service.

12.    Section 409A of the Code. Sections 9.4 and 11.2 of the Plan are hereby incorporated herein.

13.    Successors. This certificate shall be binding upon, and inure to the benefit of, any successor or successors of the Company, you and any of your beneficiaries.

14.    Entire Understanding. This certificate and the terms of the Plan constitute the entire terms of the award represented by this certificate and may not be amended, except as provided in the Plan, other than by a written instrument executed by the Company and you.

15.    Governing Law. All rights and obligations under this certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.

[Signature page follows]

Mistras Group, Inc.                        Natalia Shuman-Fabbri

By:                                 ____________________