SECURITIES PURCHASE AGREEMENT by and among NDSSI HOLDINGS, LLC, NDS SURGICAL IMAGING, INC., GSI GROUP, INC. and GSI GROUP LIMITED UK Dated as of January 15, 2013Securities Purchase Agreement • January 15th, 2013 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of January 15, 2013 by and among (i) NDSSI Holdings, LLC, a Delaware limited liability company (“Holdings”), (ii) NDS Surgical Imaging, Inc., a Delaware corporation (“DOME” and together with Holdings, the “Seller”), (iii) GSI Group, Inc., a corporation organized under the laws of New Brunswick, Canada (“Parent”), and (iv) GSI Group Limited UK, a corporation organized under the laws of the United Kingdom and a wholly-owned subsidiary of Parent (“GSI UK” and together with Parent, the “Buyer Group”).
CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 15th, 2013 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 14, 2013 (this “First Amendment”) is made by and among GSI Group Corporation, a Michigan corporation (the “Borrower”), GSI Group Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), each of the other Guarantors party hereto, each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
