INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 29, 2020, by and between GS ACQUISITION HOLDINGS CORP II, a Delaware corporation (the “Company”), and Tom Knott (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 2020, by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MIRION TECHNOLOGIES, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●] Senior Debt SecuritiesIndenture • November 17th, 2022 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • New York
INDENTURE, dated as of [●], 202[●] , among MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
GS ACQUISITION HOLDINGS CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 29, 2020Warrant Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2020, is by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [ , 2021], by and between Mirion Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
GS Acquisition Holdings Corp II 70,000,000 Units Underwriting AgreementUnderwriting Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 70,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 10,500,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
GS Acquisition Holdings Corp II New York, New York 10282Letter Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 80,500,000 of the Company’s units (including up to 10,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common
WARRANT PURCHASE AGREEMENT June 29, 2020Warrant Purchase Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GS Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
GS Acquisition Holdings Corp II 70,000,000 Units Underwriting AgreementGS Acquisition Holdings Corp II • July 2nd, 2020 • Blank checks • New York
GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 70,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 10,500,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
GS Acquisition Holdings Corp II New York, NY 10282GS Acquisition Holdings Corp II • June 11th, 2020 • Blank checks • New York
GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), is pleased to accept the offer GS Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 575 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 75 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2020, is made and entered into by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GS Sponsor II LLC, a Delaware limited liability company (the “Sponsor,” together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
GS Acquisition Holdings Corp II New York, New York 10282GS Acquisition Holdings Corp II • June 11th, 2020 • Blank checks • New York
This letter agreement by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and [Goldman Sachs Asset Management, L.P.], a Delaware limited partnership (“GSAM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
GS SPONSOR II LLC RESTRICTED PROFITS INTEREST AWARD AGREEMENTRestricted Profits Interest Award Agreement • August 11th, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • Delaware
THIS RESTRICTED PROFITS INTEREST AWARD AGREEMENT (the “Agreement”) is made and entered into as of June 16, 2021 (the “Grant Date”), by and between GS Sponsor II LLC, a Delaware limited liability company (the “Company”), and Lawrence Kingsley (the “Participant”).
Mirion Technologies, Inc.Mirion Technologies, Inc. • May 16th, 2023 • Measuring & controlling devices, nec
The stockholders named in Schedule II hereto (the "Selling Stockholders") of Mirion Technologies, Inc., a Delaware corporation (the "Company"), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to Citigroup Global Markets, Inc. as the Underwriter named in Schedule I hereto (the "Underwriter") an aggregate of 7,000,000 shares (the "Shares") of Class A Common Stock, par value $0.0001 per share (the “Stock”), of the Company.
GS Acquisition Holdings Corp II New York, New York 10282 Re: Second Amended and Restated Sponsor Agreement Ladies and Gentlemen:Letter Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the Business Combination Agreement (together with the exhibits and schedules thereto, as amended, supplemented, otherwise modified, the “Business Combination Agreement”), dated as of June 17, 2021 (as amended on September 3, 2021), by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “SPAC”), Mirion Technologies (TopCo), Ltd., a Jersey private company (the “Company”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), each of the other persons set forth on Annex I thereto and the other holders of Existing Company Shares from time to time becoming a party thereto by executing a Joinder Agreement in the form of Exhibit H thereto (collectively, together with each Charterhouse Party, the “Sellers”), and hereby amends and restates in its entirety that certain letter, dated June 17, 2021, from GS Sponsor I
Amendment NO. 1 to employment AgreementEmployment Agreement • December 29th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into this 27 day of December 2021 (the “Effective Date”), by and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and MICHAEL FREED (“Executive”) (each of Executive and the Company, a “Party” and collectively, the “Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 27th, 2023 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • New York
CREDIT AGREEMENT, dated as of October 20, 2021, among MIRION TECHNOLOGIES (HOLDINGSUB2), LTD., a limited liability company incorporated in England and Wales with company number 09299632 (“Holdings”), MIRION TECHNOLOGIES (US HOLDINGS), INC., a Delaware corporation (the “Parent Borrower”), MIRION TECHNOLOGIES (US), INC., a Delaware corporation (the “Company” or “Subsidiary Borrower”), the other persons listed on the signature pages hereto as borrowers (such borrowers, collectively with the Parent Borrower, the Subsidiary Borrower and any Additional Borrowers (as defined below), the “Borrowers” and each a “Borrower”), the lending institutions from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”) and CITIBANK, N.A. (“Citi”), as the Administrative Agent, the Collateral Agent and a Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among Mirion Technologies, Inc., a Delaware corporation (the “Company”), GS Sponsor II LLC, a Delaware limited liability company (the “GS Sponsor Member”), GS Acquisition Holdings II Employee Participation LLC, a Delaware limited liability company, GS Acquisition Holdings II Employee Participation 2 LLC, a Delaware limited liability company (together with GS Acquisition Holdings II Employee Participation LLC, the “GS Employee Vehicles”, and the GS Employee Vehicles together with the GS Sponsor Member, the “GS Founder Share Members”), GSAM Holdings LLC (the “GS Equity Investor”), the Charterhouse Holders (as defined below) and the Target Shareholders (as defined below) listed on the signature pages hereto. Such Target Shareholders, together with the GS Founder Share Members, the GS Employee Vehicles, the GS PIPE Assignees (as defined below) and the Ch
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2021 (the “Effective Time”), by and between Mirion Technologies, Inc., a Delaware corporation (f/k/a GS Acquisition Holdings Corp II) (the “Company”), and GS Sponsor II LLC, a Delaware limited liability company (the “SPAC Sponsor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 17th day of June, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Issuer”), and the entity named on the signature page hereto (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
OPTION AGREEMENTOption Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Option Agreement (this “Agreement”) is entered into as of [●], 2021, by and between GSAM Holdings LLC, a Delaware limited liability company (the “Purchaser”), GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and the persons named as Option Sellers on the signature pages hereto (the “Option Sellers”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
AMENDMENT TO RESTRICTED PROFITS INTEREST AWARD AGREEMENTRestricted Profits Interest Award Agreement • August 11th, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec
This Amendment to the Restricted Profits Interest Award Agreement (the “Amendment”) is entered into as of August 9, 2021, by and between Lawrence Kingsley ( the “Participant”) and GS Sponsor II LLC, a Delaware limited liability company (the “Company”).
Amendment NO. 1 to AMENDED AND RESTATED employment AgreementEmployment Agreement • December 29th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
This AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into this 27 day of December 2021 (the “Effective Date”), by and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (“Executive”) (each of Executive and the Company, a “Party” and collectively, the “Parties”).
BUSINESS COMBINATION AGREEMENT by and among GS ACQUISITION HOLDINGS CORP II, MIRION TECHNOLOGIES (TOPCO), LTD., CHARTERHOUSE GENERAL PARTNERS (IX) LIMITED, and THE OTHER SELLERS NAMED HEREIN dated as of June 17, 2021Director Nomination Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of June 17, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “SPAC”), Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (the “Company”), for the limited purpose set forth herein, CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, for the limited purpose set forth herein, each of the other Persons set forth on Annex I hereto (together with the Charterhouse Parties, the “Supporting Company Holders”) and, for the limited purpose set forth herein, the other holders of Existing Company Shares from time to time becoming a party hereto by executing a Joinder Agreement in the form of Exhibit H hereto (each, a “Joining Seller” and collectively, the “Joining Sellers” and, together with each Supporting Company
ContractNon-Interference and Intellectual Property Agreement • September 3rd, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • Georgia
CONFIDENTIALITY. NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”). dated as of March 15, 2019 (the “Effective Date”), among Mirion Technologies. Inc., a Delaware corporation (the “Company”) and Brian Schopfer (“Executive”).
MIRION TECHNOLOGIES, INC.Confidentiality and Intellectual Property Agreement • September 3rd, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • California
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this ‘‘Agreement”), dated as of August 13, 2021, between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (“Executive”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 3rd, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 2, 2021 (this “Amendment”), is made by and among Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (the “Company”), GS Acquisition Holdings Corp II, a Delaware corporation (the “SPAC”) and CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, on behalf of the Sellers. Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Brian Schopfer Re: Retention Bonus Dear Brian:Mirion Technologies, Inc. • November 3rd, 2022 • Measuring & controlling devices, nec
We consider your continued service and dedication to Mirion Technologies (US), Inc. (fka Mirion Technologies, Inc. and thereafter “Mirion”) essential to our long range plan. To incentivize you to remain employed with Mirion, subject to approval by Mirion’s compensation committee, we are pleased to offer you a retention bonus, as described in this letter agreement (the “Agreement”).
EMPLOYMENT AGREEMENT OF MICHAEL FREEDEmployment Agreement • August 11th, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • Georgia
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 16, 2016 (the “Effective Date”), between Mirion Technologies (MGPI), Inc., a Delaware corporation (the “Company”), a wholly owned subsidiary within the worldwide Mirion Technologies corporate group (“Mirion”) and Michael Freed (“Executive”).
ContractConfidentiality, Non-Interference and Intellectual Property Agreement • September 3rd, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • Georgia
CONFIDENTIALITY, NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of July 16, 2016 (the “Effective Date”), among Mirion Technologies (MGPI), Inc., a Delaware corporation (the “Company”) and, for purposes of this Agreement, any other direct or indirect subsidiary of the Company, the “Companies”), and Michael Freed (“Executive”).
ADDENDUM n°1 TO AN EMPLOYMENT CONTRACTEmployment Contract • February 28th, 2023 • Mirion Technologies, Inc. • Measuring & controlling devices, nec
MIRION TECHNOLOGIES (MGPI) SAS, with a capital of € 22 025 010, having its registered office in Lamanon (Bouches du Rhône), Registered in R.C.S. under number 303 375 406 00020 code NAF 2651 B
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF BRIAN SCHOPFEREmployment Agreement • August 11th, 2021 • GS Acquisition Holdings Corp II • Measuring & controlling devices, nec • Georgia
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of May 1st, 2020 (the “Effective Date”), between Mirion Technologies, Inc., a Delaware corporation (the “Company”) and Brian Schopfer (“Executive”). This Agreement amends and restates the original employment agreement by and between the Company and the Executive dated March 19, 2019 as amended on May 16, 2019 and January 23, 2020, which is hereby terminated effective as of the Effective Date.
EMPLOYMENT AGREEMENT OFEmployment Agreement • February 28th, 2023 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into effective as of October 1, 2022 (the “Effective Date”), between Mirion Technologies (US), Inc., a Delaware corporation (the “Company”) and Michael Rossi (“Executive”).
BACKSTOP AGREEMENTBackstop Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of June 17, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GSAM Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
