GLOBAL MONITORING SYSTEMS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of December 22, 2005, by and among GLOBAL MONITORING SYSTEMS, INC., a Delaware corporation (the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, “ACAS” and together with each of the persons who execute this Agreement as a stockholder, warrant holder or option holder of the Corporation, each a “Stockholder” and collectively, the “Stockholders”).
MIRION TECHNOLOGIES, INC. FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS FIRST AMENDMENT (this “Amendment”), entered into as of February 15, 2006 to the STOCKHOLDERS AGREEMENT (the “Agreement”), entered into as of December 22, 2005, by and among MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation (the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, “ACAS”), and the other stockholders of the Corporation signatory thereto. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Agreement.
Revolving NoteRevolving Note • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Purchaser set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Revolving Note (the “Revolving Note”) set forth above, payable at such times, and in such amounts, as are specified in the Note and Equity Purchase Agreement, dated as of June 23, 2004, among the Borrower, Dosimetry Acquisitions (U.S.), Inc., American Capital Financial Services, Inc., as Agent, and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Purchase Agreement”).
Junior Subordinated NoteJunior Subordinated Note • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the “Borrower”), hereby promise to pay to the order of the Purchaser set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Junior Subordinated Note (the “Junior Subordinated Note”) set forth above, payable at such times, and in such amounts, as are specified in the Note and Equity Purchase Agreement, dated as of June 23, 2004, among the Borrower, Dosimetry Acquisitions (U.S.), Inc., American Capital Financial Services, Inc., as Agent, and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from tine to time (the “Purchase Agreement”).
IST ACQUISITIONS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of May 24, 2004, by and among IST ACQUISITIONS, INC., a Delaware (the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, “ACAS”) and each of the persons who executes this Agreement as a stockholder of the Corporation.
MIRION TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2010 by and among MIRION TECHNOLOGIES, INC. (the “Company”), AMERICAN CAPITAL, LTD., a Delaware corporation (“American Capital”), AMERICAN CAPITAL EQUITY I, LLC, a Delaware limited liability company (“ACE I”), AMERICAN CAPITAL EQUITY II, LP, a Delaware limited partnership (“ACE II”, together with American Capital and ACE I, “ACAS”), and each of the Persons (as defined below) who execute this Agreement as a stockholder, warrant holder or option holder of the Company (such Persons together with ACAS, each a “Stockholder” and collectively, the “Stockholders”).
FORM OF SENIOR TERM B NOTE SENIOR TERM B NOTESenior Term B Note • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Purchaser, as set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Senior Term B Note ( the “Senior Term B Note”) set forth above, payable at such times, and in such amounts, as are specified in the Note and Equity Purchase Agreement, dated as of June 23, 2004, among the Borrower, Dosimetry Acquisitions (U.S.), Inc., American Capital Financial Services, Inc., as Agent, and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Purchase Agreement”).
Senior Term C NoteSenior Term C Note • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
For value received, the undersigned, IST Acquisitions, Inc., a Delaware corporation (“Parent”), Imaging and Sensing Technology Corporation, a New York corporation (“Borrower”), I.S. Technology de Puerto Rico, Inc., a Delaware corporation, IST Instruments, Inc., a New York corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Conax Nuclear, Inc., a New York Corporation, and Quadtek, Inc., a Washington corporation (the “Subsidiaries,” and, together with Parent and Borrower, the “Loan Parties”), hereby jointly and severally promise to pay to the order of the Purchaser set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Senior Term C Note (the “Senior Term C Note”) set forth above, payable at such times, and in such amounts, as are specified in the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004, among the Loan Parties, American Capital
AMENDMENT NO. 1 to the AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among GLOBAL DOSIMETRY SOLUTIONS, INC., AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT and PURCHASERS IDENTIFIED ON ANNEX A HERETO October 14, 2005Note and Equity Purchase Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Maryland
THIS AMENDMENT NO. 1, dated October 14, 2005 (this “Amendment No. 1”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated November 10, 2004 (the “Amended and Restated Purchase Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”).
MIRION TECHNOLOGIES, INC. THIRD AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS THIRD AMENDMENT (this “Amendment”) is entered into as of October 31, 2007, by and among MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation (the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, “ACAS”) and the other persons signatory hereto representing the holders of not less than fifty-one percent (51%) of the Common Stock of the Corporation other than Common Stock owned by ACAS (collectively, the “Amending Stockholders”)
MIRION TECHNOLOGIES, INC. SECOND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS SECOND AMENDMENT (this “Amendment”) is entered into as of July 13, 2006, by and among MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation (the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, “ACAS”) and the other persons signatory hereto representing the holders of not less than fifty-one percent (51%) of the Common Stock of the Corporation other than Common Stock owned by ACAS (collectively, the “Amending Stockholders”)
MIRION TECHNOLOGIES, INC. FOURTH AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
THIS FOURTH AMENDMENT (this “Amendment”) is entered into as of June 30, 2009, by and among MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), AMERICAN CAPITAL, LTD., a Delaware corporation (together with its transferees, “ACAS”) and the other persons signatory hereto representing the holders of not less than fifty-one percent (51%) of the Common Stock of the Corporation other than Common Stock owned by ACAS (collectively, the “Amending Stockholders”)
Senior Subordinated NoteSenior Subordinated Note • March 8th, 2010 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
FOR ,VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of the Purchaser set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Senior Subordinated Note ( the “Senior Subordinated Note”) set forth above, payable at such times, and in such amounts, as are specified in the Note and Equity Purchase Agreement, dated as of June 23, 2004, among the Borrower, Dosimetry Acquisitions (U.S.), Inc., American Capital Financial Services, Inc., as Agent, and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Purchase Agreement”).
