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 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
CREDIT AGREEMENT dated as of October 20, 2021 among MIRION TECHNOLOGIES (HOLDINGSUB2), LTD., as Holdings, MIRION TECHNOLOGIES (US HOLDINGS), INC., as the Parent Borrower, MIRION TECHNOLOGIES (US), INC., as the Subsidiary Borrower, THE OTHER BORROWERS...Credit Agreement • October 25th, 2021 • Mirion Technologies, Inc. • Measuring & controlling devices, nec • Delaware
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”).
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 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 its general partner, Charterhouse General Partners (IX) Limited.
