Mistras Group, Inc.

In connection with the Merger, Parent has obtained an equity commitment letter, pursuant to which H.I.G. Middle Market LBO Fund IV, L.P. has committed to provide, or cause to be provided, equity financing to Parent in an aggregate amount sufficient, together with the Debt Financing (as defined below) and other available funds, to fund the aggregate Merger Consideration, repay certain existing indebtedness of the Company and its subsidiaries, and pay related fees and expenses in connection with the Merger and the transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the equity commitment letter.

In addition, Parent has obtained a debt commitment letter, pursuant to which certain financial institutions have committed to provide debt financing (the “Debt Financing”) in connection with the Merger, on the terms and subject to the conditions set forth therein.