CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Exhibit 10.2

AGREED FORM OF

SHAREHOLDER Agreement

This Shareholder Agreement (this “Agreement”) is entered into as of [●], 2026, by and between ESCO Technologies Inc., a Missouri corporation (the “Company”), and [TBG AG, a Swiss stock corporation] (“Seller”). Each of the Company and Seller are referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Company and Seller are parties to that certain Agreement for the Sale and Purchase of the Share Capital of Megger Group Limited, dated as of April [●], 2026, by and between the Company and Seller (the “Purchase Agreement”), pursuant to which, upon the terms and subject to conditions set forth therein, on the date on which Completion occurs (the “Completion Date”), among other things, the Company will acquire Megger Group Limited, a private limited company organized and existing under the laws of England and Wales, in exchange for the payment by the Company to Seller of the Consideration (together with the other transactions contemplated to occur on the Completion Date pursuant to the Purchase Agreement, the “Transaction”).

WHEREAS, the consideration to be received by Seller on the Completion Date in the Transaction pursuant to the Purchase Agreement consists of (i) the Consideration Cash and (ii) an aggregate of 5,100,000 shares (the “Consideration Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”).

WHEREAS, as a material inducement to the willingness of the Parties to enter into the Purchase Agreement and to consummate the Transaction on the Completion Date upon the terms and subject to the conditions set forth therein, the Parties are entering into this Agreement to provide for, among other things, certain restrictions on the voting, sale, assignment, transfer, encumbrance or other disposition of the Consideration Shares (and, in certain cases other Common Stock held by Seller) by Seller, and certain governance, registration rights and other rights and interests of Seller with respect to the Company, in each case, as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto each hereby agree as of the date hereof as follows:

1.             Lock-Up.

(a)             Seller hereby agrees that for a period of twelve (12) months from the Completion Date (the “Restricted Period”), without, in each case, the prior written consent of the board of directors of the Company (the “Company Board”), Seller will not, directly or indirectly through any of its Affiliates (as defined below): (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Consideration Shares; (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Consideration Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) publicly disclose the intention to do any of the foregoing. Seller acknowledges and agrees that the foregoing restrictions preclude Seller from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Consideration Shares even if such Consideration Shares would be disposed of by someone other than Seller. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Consideration Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Consideration Shares or the Common Stock (the restrictions set forth in this Section 1(a), the “Lock-Up Restrictions”); provided, that 50% of the Consideration Shares shall be released from the Lock-Up Restrictions on the date that is six (6) months after the Completion Date, and the Lock-Up Restrictions in this Section 1 for such 50% of the Consideration Shares so released shall only be applicable for such six (6) months. The Lock-Up Restrictions for the balance of the Consideration Shares shall continue to apply for the remaining portion of the Restricted Period notwithstanding the effectiveness of the Form S-3 Shelf (as defined below) during the Restricted Period.

(b)             Subject to compliance in all cases with applicable securities laws and regulations, the restrictions set forth in Section 1(a) shall not apply to transfers of the Consideration Shares:

(c)             Seller acknowledges that (i) the Company may impose stock transfer restrictions on the Consideration Shares (including without limitation placing a legend on the shares of Common Stock indicating that such shares are subject to this Agreement (the “Lock-Up Legend”)) to enforce the provisions of this Agreement and (ii) the restrictions imposed by this Agreement are in addition to any other restrictions imposed on the Consideration Shares pursuant to applicable law. Notwithstanding (but without otherwise limiting) Section 5(e), if requested in writing by Seller, upon the expiration of applicable Lock-Up Restrictions under this Section 1 (including Section 1(d) below), the Company agrees to cooperate, and shall cause or direct its representatives and transfer agent to cooperate, with Seller and its representatives to promptly release the stock transfer limitations in clause (i) of this Section 1(c) (and to remove the associated Lock-Up Legend) with respect to any or all Consideration Shares held by Seller, its Permitted Transferees or recipients of a Seller Equity Distribution that are no longer subject to such Lock-Up Restrictions.

(d)             Seller agrees that, during the Restricted Period and continuing until the Board Fall-Away Date (as defined below), prior to effectuating any Seller Equity Distribution, any transfer to Permitted Transferee(s) pursuant to Section 1(b)(ii), or any assignment of this Agreement pursuant to Section 9, Seller shall give advance written notice to the Company of its intent to effectuate such a Seller Equity Distribution, transfer to Permitted Transferee(s) or such assignment pursuant to Section 9, and the Parties shall cooperate with respect to such Seller Equity Distribution, transfer to a Permitted Transferee or assignment, as applicable, in the same manner described in Section 2(c) and such Seller Equity Distribution or assignment, as applicable, shall be subject to the satisfaction of the same conditions described in such Section 2(c) including, without limitation, the granting or withholding of the Company’s consent as described therein. In connection with any such request, Seller shall provide, or cause to be provided, to the Company such reasonable identification materials for any proposed transferees as shall requested in writing by the Company to evaluate such request, including the names, addresses, citizenship and such other identification documentation reasonably requested by the Company as to such proposed transferees.

(e)             In furtherance of the foregoing, the Company and its transfer agent and registrar shall not be required to make any transfer of Consideration Shares prohibited by the express terms of this Agreement or applicable law.

(f)              “Affiliate” means, with respect to any Person (as defined below), any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such first Person, including, without limitation, any general partner, managing member, officer, director or trustee of such first Person, or any investment fund or similar entity that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such first Person.

(g)             “Board Fall-Away Date” means the date that is six months after no Seller Designee (or any Replacement Designee) (in each case, as defined below) is a member of the Company Board, provided that Seller has irrevocably waived its right to appoint a Replacement Designee in writing to the Company.

(h)             “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

(i)              “FDI Laws” means any applicable laws or regulations, including any state, national or multi-jurisdictional laws or regulations, that are designed or intended to prohibit, restrict, or regulate actions to acquire interests, including contingent interests, in or control over, equities, securities, entities, assets, real estate, land, or interests or to otherwise screen investments, in each case on national interest, public order or security, or national security or similar grounds.

2.             Standstill.

(a)             Seller agrees that during the Restricted Period, neither Seller, any Affiliate of Seller, any Permitted Transferees or any recipients of a Seller Equity Distribution, will, directly or indirectly, without the prior written consent of the Company Board: (i) acquire, agree to acquire, propose, seek or offer to acquire, any securities or assets of the Company or any of its subsidiaries (other than (x) pursuant to an exercise of its rights pursuant to and in accordance with Section 4 of this Agreement or (y) purchases of shares of Common Stock in the open market or through any broker-dealer or stock exchange, in each case of clauses (x) and (y), provided, that after giving effect thereto, Seller, together with its Affiliates, any Permitted Transferees and recipients of a Seller Equity Distribution, shall not beneficially own, in the aggregate, a number of shares of Common Stock equal to or greater than 24.5% of the then-outstanding shares of Common Stock (the “24.5% Threshold”)); (ii) enter, agree to enter, propose, seek or offer to enter into any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its subsidiaries; (iii) make, or in any way participate or engage in, any (A) submission of any shareholder proposals or notice of nomination or other business for consideration at a meeting of the Company’s shareholders; (B) voting in opposition to directors nominated by the Company Board, (C) solicitation of proxies to vote any voting securities of the Company or (D) other activities that involve initiating proxy contests; (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act (as defined below)) with an unaffiliated third party with respect to any voting securities of the Company; (v) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company, excluding routine shareholder engagement; (vi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (vii) enter into any agreement or arrangement with any other persons to do any of the foregoing.

(b)             Seller, and any Permitted Transferee, further agrees, during the Restricted Period and thereafter so long as any Seller Designee (or any Replacement Designee) is a member of the Company Board, to vote in favor of (i) all directors nominated by the Company Board, and (ii) other proposals (excluding (x) any transaction or series of related transactions that would directly or indirectly result in a change of control of, or relating to a material acquisition by, the Company or (y) any proposals to amend the Company’s articles of incorporation), in each case, to the extent recommended by the Company Board and presented for shareholder approval at any annual or special meeting of shareholders of the Company.

(c)             Following the Restricted Period and continuing until the Board Fall-Away Date, the Company, Seller, any Affiliate of Seller, any Permitted Transferees and any recipients of a Seller Equity Distribution agree that Seller, any such Affiliate of Seller, any such Permitted Transferees and any such recipients of a Seller Equity Distribution, as applicable, shall not, directly or indirectly, acquire, agree to acquire, propose, seek or offer to acquire, any Common Stock or securities convertible into or exercisable for Common Stock exceeding the 24.5% Threshold without the prior written consent of the Company Board, which shall not be unreasonably withheld or conditioned; provided, that the Seller Designee (or any Replacement Designee) shall recuse himself or herself from all discussions relating to the consideration of, and shall not vote on, the granting or withholding of any such consent; provided, further, that as to (i) any such transaction in respect of which the Company has not validly and affirmatively withheld its consent in accordance with this Section 2(c) and (ii) any and all other acquisitions of any Common Stock or securities convertible into or exercisable for Common Stock by Seller, its Affiliates, any Permitted Transferees or any recipients of a Seller Equity Distribution in accordance with this Agreement, in each case, the Company covenants and agrees to use its commercially reasonable efforts to cooperate with Seller, its Affiliates, any Permitted Transferees and any recipients of a Seller Equity Distribution in connection with any required approvals or consents of any third parties or Governmental Entities, including any required regulatory approvals under CFIUS, FOCI and any other FDI Laws.

(d)             Nothing in this Section 2 shall restrict Seller, any of its Affiliates, any Permitted Transferee or any recipient of a Seller Equity Distribution from taking any action otherwise prohibited hereby if (i) any third party unaffiliated with any of the foregoing enters, agrees to enter or publicly proposes, seeks or offers to enter into any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company, provided that none of Seller or such Affiliates, Permitted Transferee or recipients of a Seller Equity Distribution has breached its respective obligations in this Section 2 in connection with the initiation or undertaking of any such activities by such unaffiliated third party, or (ii) the Company enters or agrees to enter into any transaction or series of related transactions that would directly or indirectly result in a change of control of the Company (including, without limitation, any of the foregoing that would result in any such unaffiliated third party, together with its own Affiliates, acquiring a majority of the voting power or economic interests of the Company).

3.             Governance; Restricted Period Consent Rights.

(a)             The Company agrees that, subject to the consummation of the transactions contemplated by the Purchase Agreement and this Section 3, the Company Board shall take all actions necessary to appoint an individual designated by Seller, who (subject to the receipt of all required regulatory approvals under CFIUS, FOCI and any other FDI Laws as to such individual) shall initially be [***] (the “Seller Designee”), as a member of the Company Board in the class of directors with a term ending in 2029, with such appointment to be effective immediately following Completion. The Seller Designee shall have the right to resign at any time.

(b)             Subject to the terms of this Agreement and Seller at all times following Completion maintaining continuous beneficial ownership of at least 50% of the Consideration Shares (such ownership, the “Minimum Ownership Threshold”), if Seller Designee (including any Replacement Designee selected and appointed pursuant to this Section 3) is no longer serving on the Company Board, including in the event that the Seller Designee (or any Replacement Designee) has resigned, then Seller shall provide a list of three candidates to serve as replacement director (the “Candidate List”) to the Company Board. The Company Board will select one individual from the Candidate List to serve as Seller Designee (a “Replacement Designee”), who shall also be subject to the receipt of all required regulatory approvals under CFIUS, FOCI and any other FDI Laws. For clarity, the following Consideration Shares would not be included in the numerator in determining whether Seller has continued to satisfy the Minimum Ownership Threshold: any Consideration Shares (i) transferred or distributed to an unaffiliated third party pursuant to and in accordance with Section ‎1(b)(i), Section ‎1(b)(iii) or Section ‎1(b)(v), (ii) to the extent any Consideration Shares are pledged, following foreclosure thereon pursuant to Section ‎1(b)(iv), or (iii) to the extent any Consideration Shares are purportedly transferred or distributed pursuant to Section 1(b)(ii) or Section 1(b)(vi) and as to which such transferee or distribute has not signed and delivered to the Company a joinder agreement substantially in the form attached hereto as Exhibit A.

(c)             Until such time as the Minimum Ownership Threshold is no longer satisfied, the Company Board shall take all necessary action to include in the slate of nominees recommended by the Company Board for election as directors at each applicable annual or special meeting of shareholders at which the class of directors that includes the Seller Designee or Replacement Designee are to be elected, an individual designated by Seller in the manner provided in this Section 3.

(d)             The Seller Designee and any Replacement Designee must (i) be qualified to serve as a member of the Company Board under all applicable policies of the Company and all applicable legal and regulatory requirements; (ii) unless waived by the Company Board in its sole discretion, meet the independence requirements with respect to the Company of the listing rules of any market or exchange on which shares of Common Stock of the Company are listed or quoted for trading and all applicable rules of the Securities and Exchange Commission; and (iii) have complied with the Company’s procedures for new director candidates (including the full completion of a directors and officers questionnaire, successfully (in the reasonable determination of the Company Board) undergoing a customary background check, and participating in interviews with members of the Company Board). Upon becoming a member of the Company Board, the Replacement Designee will be deemed to be the Seller Designee for all purposes of this Agreement.

(e)             As a condition to the appointment of Seller Designee or any Replacement Designee to the Company Board, the Seller Designee or any such Replacement Designee shall, and Seller shall cause the Seller Designee or any Replacement Designee to, submit to the Company Board an irrevocable resignation letter providing for the resignation of the Seller Designee in the event (i) Seller fails to satisfy the Minimum Ownership Threshold or (ii) the individual does not receive requisite shareholder approval following recommendation by the Company Board to the Company’s shareholders to vote in favor of approving such individual. The resignation may be accepted at the discretion of the Company Board. Seller shall promptly (and in any event within five Business Days (as defined below)) inform the Company in writing if Seller fails to satisfy the Minimum Ownership Threshold at any time.

(f)             Subject to the terms of this Agreement and Seller having ownership of the Minimum Ownership Threshold, the Company agrees to take, or cause to be taken, at any time and from time to time, all actions necessary so that Seller Designee or any Replacement Designee, if requested by Seller, will serve as a member of each of the Nominating and Corporate Governance Committee, the Audit and Finance Committee, and the Human Resources and Compensation Committee (collectively, the “NYSE Standing Board Committees”) (subject to the independence requirements under applicable standards of the Securities and Exchange Commission (“SEC”) or New York Stock Exchange (“NYSE”) standards). [The Company represents and warrants that, as of the date hereof, the Company Board (including the Nominating and Corporate Governance Committee) has received all requested information from [***], and has evaluated and confirmed that [***] satisfies the independence requirements and any other eligibility requirements under applicable SEC and NYSE standards for purposes of serving on each of the NYSE Standing Board Committees.]¹ With respect to any Replacement Designee, the Company and the Company Board, including the Nominating and Corporate Governance Committee, shall act in good faith and consistent with the Company’s nominating and governance practices (consistently applied) in evaluating the independence of any such Replacement Designee under applicable SEC and NYSE standards. In addition, the Company agrees to take all actions necessary so that Seller Designee or any Replacement Designee, if requested by Seller Designee or any Replacement Designee, will serve as a member of the Executive Committee of the Company Board (the “Executive Committee”) and, absent any material conflict of interest as reasonably determined in good faith by the Company Board in consultation with legal counsel, any special committee of the Company Board. The Seller Designee and any Replacement Designee shall agree to hold in confidence all information received in their capacity as a member of the Company Board and any committee thereof; provided, that the Company reserves the right to withhold any information and to exclude such individual from any meeting or portion thereof if the portion as to which such individual is excluded relates primarily to subject matter in which Seller or Seller Designee or any Replacement Designee has a conflict of interest as reasonably determined by the Company Board in consultation with legal counsel. Seller Designee or any Replacement Designee shall be permitted to share information with Seller pursuant to a customary nondisclosure agreement between the Company and Seller, including, without limitation, appropriate protections necessary to preserve the attorney-client privilege.

(g)             Restricted Period Consent Rights. During the Restricted Period, for so long as Seller satisfies the Minimum Ownership Threshold, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit its subsidiaries to, directly or indirectly:

(h)             Seller (or any Affiliate that has accepted the assignment of Seller’s rights pursuant to and in compliance with the second sentence of Section 9 below) shall be appointed, authorized and empowered to act, as the sole and exclusive representative, agent and attorney-in-fact to act on behalf of each Permitted Transferee and recipient of a Seller Equity Distribution in exercising the rights of Seller in this Section 3, and each Party joining in this Agreement pursuant to Section 1(b)(ii) and Section 1(b)(vi) shall be deemed to have expressly acknowledged and agreed to such appointment and authorization.

¹ Between the date of the Purchase Agreement and the Completion Date, Seller and the Company will evaluate the eligibility of [***] (or any other initial Seller Designee, if not [***]) for each of the NYSE Board Committees. If the Company Board concludes he meets these requirements, the bracketed representation will be included.

4.             Rights to Future Stock Issuances.

(a)             Subject to the terms and conditions of this Section 4 and applicable securities laws and through such time as Seller continuously satisfies the Minimum Ownership Threshold, if the Company proposes to offer or sell any shares of Common Stock (the “New Securities”), the Company shall give written notice (the “Offer Notice”) to Seller stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the structure of the proposed offering or sale. By written notification to the Company within ten (10) Business Days after the date of the Offer Notice (the “Exercise Period”), Seller may elect to purchase, upon the same terms and conditions as other purchasers in the offering or sale of the New Securities, up to that portion of such New Securities that would allow Seller to maintain its percentage ownership of the issued and outstanding shares of Common Stock at such time after the offering or sale of the New Securities.

(b)             The right of first offer in Section 4 shall not be applicable to:

(c)             In the event Seller fails to exercise its right of first refusal within the Exercise Period for the entire amount of New Securities offered pursuant to Section 4(a) above, the Company shall have sixty (60) calendar days thereafter to sell, or to enter into an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) calendar days from the date of such agreement), the New Securities with respect to which Seller’s right of first refusal set forth in Section 4(a) was not exercised, at a price and upon terms no more favorable to the purchasers thereof than the price and terms specified in the Offer Notice. In the event the Company has not sold within such sixty (60) calendar day period (or has not entered into an agreement to sell the New Securities in accordance with the previous sentence and closed such offering within the thirty (30) calendar period day thereafter), the Company shall not thereafter issue or sell any New Securities without first again offering such securities to Seller in the manner provided in this Section 4. If Seller fails to exercise its right to purchase New Securities within the Exercise Period for the entire amount of New Securities offered pursuant to Section 4(a) above, but nevertheless expresses thereafter an interest in participating in such offering prior to such offering having been effected, the Company will use commercially reasonable efforts to include Seller in such offering if the Company, in its reasonable discretion, determines that the inclusion of Seller at such later time will not adversely affect the success of such offering.

(d)             Notwithstanding anything to the contrary in this Agreement, in no event shall the Company be obligated to issue, and no holder shall be entitled to acquire, any shares of Common Stock pursuant to this Agreement to the extent that such issuance, when aggregated with all other issuances made in connection with the same transaction or series of related transactions, would require the Company to obtain shareholder approval under the rules of NYSE Listed Company Manual (including, without limitation, Section 312.03 thereof, as amended from time to time), unless and until such shareholder approval has been obtained (the “NYSE Approval Limitation”). If any issuance to Seller is restricted or prevented by the NYSE Approval Limitation, the rights of Seller shall be suspended with respect to the portion of shares that cannot be issued without triggering the NYSE Approval Limitation, and shall be deemed to have lapsed solely to the extent necessary to comply with such requirement, without prejudice to Seller’s rights with respect to any portion of the issuance not subject to the NYSE Approval Limitation.

5.             Registration Rights.

(a)             Definitions. The terms defined in this section shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Company Board, in each case, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Completion” shall have the meaning given in the Purchase Agreement.

“Completion Date” shall have the meaning given in the Purchase Agreement.

“Demanding Holder” shall have the meaning given in Section 5(b)(iii).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-3 Shelf” shall have the meaning given in Section 5(b)(i).

“Holder” shall have the meaning given in the Preamble, provided that, for purposes of this Section 5, the terms Holders, Requesting Holders or Demanding Holders are sometimes used in anticipation of Permitted Transferees joining in this Agreement.

“Holder Information” shall have the meaning given in Section 5(l)(ii).

“Maximum Number of Securities” shall have the meaning given in Section 5(b)(iv).

“Minimum Takedown Threshold” shall have the meaning given in Section 5(b)(iii).

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Person” shall mean an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Piggyback Registration” shall have the meaning given in Section 5(c)(i).

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Registrable Security” or “Registrable Securities” shall mean: (i) any of the Consideration Shares; and (ii) any other equity security of the Company issued or issuable with respect to any securities referenced in clause (i) above by way of a stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of the following events: (a) the date on which such security has been registered under the Securities Act and disposed of in accordance with an effective registration statement relating thereto; (b) the date on which such security has been sold pursuant to Rule 144 and the security is no longer a restricted security; and (c) the date on which all Registrable Securities owned by Seller and its Affiliates constitute less than 5% of all outstanding shares of Common Stock and may be resold without volume or other restrictions in a single day pursuant to Rule 144.

“Registration” shall mean a registration, including related Shelf Takedowns, effected by preparing and filing a Registration Statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(i) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any national securities exchange on which the Common Stock are then listed);

(ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(iii) printing, messenger, telephone and delivery expenses;

(iv) reasonable fees and disbursements of counsel for the Company;

(v) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(vi) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering, provided, however, that such reimbursable fees and expenses of counsel shall not exceed $50,000.

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including any Shelf, and in each case, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 5(b)(iv).

“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-3 Shelf, or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration” shall mean a registration of the offer and sale of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the Commission.

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Subsequent Shelf Registration” shall have the meaning given in Section 5(b)(ii).

“Total Limit” shall mean three (3) Underwritten Offerings.

“Transfer” shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

“Transfer Agent” shall have the meaning given in Section 5(e).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Lock-Up Period” shall have the meaning given in Section 5(d).

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 5(b)(iii).

“Withdrawal Notice” shall have the meaning given in Section 5(b)(v).

“Yearly Limit” shall have the meaning given in Section 5(b)(iii).

(b)             Shelf Registration.

(c)             Piggyback Registration.

(d)             Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company, if requested by the managing Underwriter, each Holder that is an executive officer or director of the Company or a Holder in excess of 5.0% of the then-outstanding Common Stock or securities convertible thereinto (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the seven (7) days prior to and the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-Up Period”). Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all other Holders). The terms of such lock-up agreements shall be negotiated among the applicable Holders, the Company and the Underwriters and shall include customary exclusions from the restrictions on Transfer set forth therein. The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period binding on the Holders, nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up” agreement.

In connection with any Underwritten Shelf Takedown initiated by a Holder pursuant to Section 5(b)(iii), the Company agrees that it will not, without the prior written consent of the managing Underwriter, effect any public sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock (other than pursuant to registrations on Form S-4 or Form S-8 or any successor form thereto), during the seven (7) days prior to and the 180-day period (or such shorter time as may be agreed between the Company and the managing Underwriter of such Underwritten Shelf Takedown) beginning on the date of pricing of such Underwritten Shelf Takedown.

(e)             Legends. Following the expiration of the Restricted Period, in connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 5(e), if requested by the Holder, the Company shall use its commercially reasonable efforts to instruct the transfer agent for the Registrable Securities (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable Securities (if the requirements of Rule 144 have been met) and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends promptly after any such request therefor from the Holder; provided, that the Company and the Transfer Agent have timely received from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts to cause its legal counsel to deliver a legal opinion, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective Registration Statement (including, without limitation, the Form S-3 Shelf) or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 5(e) promptly after any request therefor from the Holder accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such issuance.

(f)             General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders or partners), and pursuant thereto the Company shall, as expeditiously as possible:

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.

(g)             Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration Expenses, all reasonable fees and expenses of any legal counsel representing the Holders.

(h)             Requirements for Participation in Underwritten Offerings. The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 5(b) or 5(c) and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any arrangements approved by the Company and (ii) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 5(h) shall not affect the registration of the other Registrable Securities to be included in such Registration.

(i)             Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

(j)             Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.

(k)             Holder Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5 with respect to the Registrable Securities of any selling holder that such holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such holder’s Registrable Securities.

(l)             Indemnification and Contribution.

(m)             No Inconsistent Agreements. To the extent that the Company at any time grants registration rights to any Person that are, taken as a whole, more favorable with respect to such Person than the registration rights granted in this Section 5 with respect to the Holders, then this Agreement shall be deemed automatically amended, without the requirement of any further action or consent of any Party, to provide the Holders with such more favorable registration rights, effective as of the date on which such more favorable registration rights are granted to such Person. The Company shall promptly notify the Holders in writing of any such grant, describing in reasonable detail the registration rights granted to such Person.

(n)             Term. This Section 5 shall terminate with respect to a Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 5(l) shall survive any termination.

6.             Information Rights.

(a)             The Company agrees to provide to Seller, upon written request made (x) through the Seller Designee or any Replacement Designee (for so long as a Seller Designee or Replacement Designee is then serving on the Company Board) or (y) directly to the Company’s Chief Executive Officer (or other designee appointed by the Company for such requests) (if no Seller Designee or Replacement Designee is then serving on the Company Board), in each case, in accordance with Section 6(b), the following information:

(b)             Any request by Seller for information pursuant to Section 6 shall be made in writing and directed (x) to the Seller Designee or any Replacement Designee (for so long as a Seller Designee or Replacement Designee is then serving on the Company Board), who, to the extent the information falls within the scope of Section 6(a) shall bring the request to the attention of the Company Board or the Chief Executive Officer (or other designee appointed by the Company for such requests), as appropriate, or (y) if no Seller Designee or Replacement Designee is then serving on the Company Board, directly to the Company’s Chief Executive Officer (or other designee appointed by the Company for such requests). As to any requests made pursuant to Section 6(a)(iii) and (iv), the Company shall not be required pursuant to this Section 6 to create any new information or materials that is not already prepared in the ordinary course of business by the Company and the Company may redact or withhold any portion of information or materials (i) that are expressly prohibited from being disclosed pursuant to an existing, bona fide contractual obligation owed by the Company to a third party that is not an Affiliate of the Company, or where disclosure would be materially prejudicial to the Company’s legal, commercial, or regulatory interests (including, without limitation, under CFIUS, FOCI and any other FDI Laws), (ii) as to which disclosure to Seller would (A) violate applicable law, or (B) be reasonably likely to result in the loss of the attorney-client privilege between the Company and its counsel with respect thereto or (iii) primarily relates to subject matter in which Seller has, in the reasonable judgment of the Company in consultation with counsel, a conflict of interest.

(c)             Seller acknowledges that the Company is a public company issuer registered with the SEC with stock traded on the NYSE. Seller, on behalf of itself and its Affiliates, hereby acknowledges that: (i) the information described in Sections 3 and 6 of this Agreement may contain or constitute material non-public information concerning the Company and its Affiliates; and (ii) trading in the Company’s securities while in possession of material non-public information or communicating that information to any other person or party who trades in such securities could subject Seller, its Affiliates or other parties to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. Seller agrees that it and its Affiliates shall not trade in the Company’s securities while in possession of material non-public information until it can do so in compliance with all applicable U.S. federal and state securities and regulations and without breach of this Agreement. As a condition to receiving such information, Seller and the Company shall enter into a customary nondisclosure agreement containing, among other things, appropriate protections necessary to preserve the attorney-client privilege.

(d)             The rights granted under this Section 6 shall terminate and cease to apply immediately to the extent Seller no longer beneficially owns at least 5% of the outstanding Common Stock.

7.             Status as “Insider”. Seller agrees that so long as the Seller Designee or any Replacement Designee is a member of the Company Board, Seller or any other Permitted Transferee, for themselves and their respective Affiliates, shall comply with the ESCO Technologies Inc. Insider Trading Policy (as amended from time to time, the “Company Insider Trading Policy”) to the same extent as such Insider Trading Policy applies to directors of the Company, including with regard to the continuation of such obligations relating to Material Non-Public Information (as defined therein) after cessation of status as a director of the Company until such time as it has become public or is no longer material, as set forth in Section 2 thereof (and, for the avoidance of doubt, such Seller Designee or Replacement Designee shall comply with the Company Insider Trading Policy, as applicable to all other independent directors of the Company); provided, that the foregoing shall not restrict any Transfer of shares of Common Stock pursuant to an Underwritten Offering or Underwritten Shelf Takedown effected in accordance with Section 5 of this Agreement and not subject to a Blackout Period; and provided, further, that the Company Insider Trading Policy shall not be deemed to limit the information rights of the Seller Designee (or any Replacement Designee) or its right to share information with the Seller or any Permitted Transferee(s) as contemplated by this Agreement.

8.             Authority. Each of the Parties hereby represents and warrants that it has full power and authority to enter into this Agreement.

9.             Successors and Assigns. Except as otherwise permitted herein, no Party may assign its rights and obligations under this Agreement, in whole or in part, without the prior written consent of the other Party(ies). Notwithstanding the foregoing, Seller may assign its rights under Section 3 to an Affiliate in connection with a transfer of all or substantially all of the Consideration Shares then held by Seller to such Affiliate; provided, that such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement and such assignment is made in accordance with the terms of Section 1(d). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.

10.           Specific Performance. The Parties hereto each agree that each Party would be irreparably harmed in the event any provision of this Agreement was not performed in accordance with the specific terms hereof or was otherwise breached or violated. Accordingly, the Parties agree that in the event of such failure to perform or breach or violation of this Agreement by a Party, the non-breaching Party shall be entitled to equitable relief, including injunctive relief and specific performance of the terms of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedies which such Party may have at law or in equity. The Parties agree that, in the event of any action by the non-breaching Party for specific performance or injunctive relief, the other Party will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such failure to perform, or other breach or violation of the terms of this Agreement, should not be available on the grounds that money damages are adequate or any other grounds.

11.           Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri without regard to conflict-of-law principles.

12.           Jurisdiction. The Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Missouri and to the jurisdiction of the United States District Court for the Eastern District of Missouri for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Missouri or the United States District Court for the Eastern District of Missouri, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each of the Parties to this Agreement consents to personal jurisdiction for any equitable action sought in the United States District Court for the Eastern District of Missouri or any state court of Missouri having subject matter jurisdiction.

13.           Notices. All notices, statements, instructions or other documents required to be given hereunder shall be in accordance with the notice provisions in the Purchase Agreement.

14.           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be delivered via facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

15.           Amendments and Waivers. Section 5 of this Agreement may be amended with the written consent of the Sellers and Permitted Transferees beneficially owning a majority of the Registrable Securities and the Company and any other term of this Agreement may be amended with the written consent of Seller and the Company. No delay or failure on the part of either Party in exercising any power or right under this Agreement shall operate as a waiver of any power or right.

16.           Severability. The provisions of this Agreement shall be deemed severable and the illegality, invalidity or unenforceability of any provision shall not affect the legality, validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is held to be illegal, invalid or unenforceable, (a) a suitable and equitable provision to be negotiated by the Parties hereto, each acting reasonably and in good faith, shall be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the legality, validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

17.           Construction; Interpretation. This Agreement has been entered into freely by each of the Parties and shall be interpreted fairly in accordance with its respective terms, without any construction in favor of or against either Party. Notwithstanding the foregoing, the Parties agree that (i) the term “including” shall mean “including, without limitation,” in each instance in which such term appears herein, (ii) whenever used herein, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be applicable to all genders, (iii) the term “or” shall be construed both conjunctively and disjunctively (i.e., as “and/or”) and (iv) the phrase “to the extent” shall mean the degree to which a subject or other matter extends, and such phrase shall not simply mean “if”. The headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement.

18.           Entire Agreement. This Agreement, the Purchase Agreement and the other documents referred to herein and therein constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior and contemporaneous agreements, negotiations, understandings, representations and warranties, whether oral or written, with respect to such matters.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

[Signature Page to Shareholder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

[Signature Page to Shareholder Agreement]

Exhibit A

Form of Joinder Agreement

[Transferee Name]

[Address]

[●], 20[●]

ESCO Technologies Inc.

645 Maryville Centre Drive, Suite 300

St. Louis, MO 63141

[TBG AG]

Claridenstrasse 26

8002 Zurich

Ladies and Gentlemen:

Reference is hereby made to that certain Shareholder Agreement, dated as of [●], 2026, by and between ESCO Technologies Inc., a Missouri corporation (the “Company”), and [TBG AG, a Swiss stock corporation] (“Seller”) (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Shareholder Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Shareholder Agreement.

Pursuant to Sections [1(b)(ii) OR 1(b)(vi)] and 1(d) of the Shareholder Agreement, the undersigned hereby agrees that, following the execution and delivery of this letter agreement by the undersigned, effective as of, and conditioned upon, the occurrence of the transfer, assignment or other conveyance to the undersigned of all or any Consideration Shares, the undersigned shall become a Party to the Shareholder Agreement as a Holder [and as a Permitted Transferee] for all purposes thereunder and shall be bound by, and subject to, the terms, conditions, restrictions and obligations of the Shareholder Agreement applicable to the undersigned thereunder[, and, solely in the undersigned’s capacity as a recipient of such Consideration Shares, the Purchase Agreement, in each case]² in such capacity as though an original Party thereto.

² Bracketed language to be included only for Permitted Transferees (and, for the avoidance of doubt, such bracketed language shall not be required for transfers pursuant to Section 1(b)(vi) of the Shareholder Agreement].