novt-ex1023_375.htm



Exhibit 10.23

FOURTH AMENDMENT TO 
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 26, 2018 (this “Fourth Amendment”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “U.K. Borrower”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “German Borrower” and jointly and severally together with the Lead Borrower, collectively the “Borrowers”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”), 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 Lenders and L/C Issuer.

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of May 19, 2016, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2016, as further amended by that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2017, as further amended by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 1, 2017 (as so amended and further amended and in effect, the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain financial accommodations to the Borrowers.  

WHEREAS, the Borrowers, Guarantors, Holdings, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects, all on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:

1.Definitions.  Except as otherwise defined in this Fourth Amendment, terms defined in the Credit Agreement are used herein as defined therein.

2.Amendments to Credit Agreement.  Subject to the satisfaction of the conditions precedent specified in Section 3 below, the undersigned Lenders hereby agree that, effective as of the date hereof, Section 1.01 of the Credit Agreement shall be amended as follows:

(a)The definitions of “Consolidated EBITDA”, “Letter of Credit”, “Letter of Credit Sublimit” and “Loan Documents” in Section 1.01 of the Credit Agreement shall be amended by deleting the definitions thereof in their entirety and inserting the following definitions in their stead:

 



 


	

	
“Consolidated EBITDA” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for any Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income with respect to such period: (i) Consolidated Interest Charges and, to the extent not reflected in such Consolidated Interest Charges, (A) fees, expenses and charges incurred in respect of financing activities (including commissions, discounts and closing fees) during such period and (B) payments made in respect of Swap Contracts permitted hereunder entered into for the purpose of hedging interest rate or currency exchange rate risk during such period; (ii) the provision for federal, state, local and foreign income and other similar taxes for such period, including all taxes reported as “income taxes” on Holding’s consolidated financial statements for such period; (iii) depreciation and amortization expense for such period; (iv) unusual or non-recurring charges, including (x) restructuring charges from ongoing operations and divestitures in an amount not to exceed $15,000,000 in the aggregate during any Measurement Period, (y) restructuring charges, fees, expenses and charges incurred in respect of acquisitions, equity issuances, indebtedness and investments (whether or not consummated), for which consent from Lenders is not otherwise required under the terms of this Agreement in an amount not to exceed $15,000,000 in the aggregate during any Measurement Period (provided that the sum of add-backs taken pursuant clause (iv) (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period) and (z) following a Permitted Acquisition, the amount of run-rate cost savings and synergies (for the avoidance of doubt, synergies shall not include new revenues) projected by the Borrowers from action taken or expected to be taken during the 12-month period following the date of such Permitted Acquisition, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (1) such amounts are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Borrowers and the Administrative Agent, (2) such run-rate cost savings and synergies are directly attributable to such Permitted Acquisition, (3) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (4) the aggregate amount of run-rate cost savings and synergies added pursuant to this clause (z) for any such Measurement Period shall not exceed $5,000,000; (v) Non-Cash Charges minus (b) without duplication and to the extent included in determining Consolidated Net Income for such period, (i) non-cash income or gains, all as determined in accordance with GAAP and (ii) earnings from equity method investments less the aggregate amount of cash actually distributed by such Person during such Measurement Period to Holdings or a Subsidiary as dividend or other distribution.





	

	
“Letter of Credit” means any standby or commercial letter of credit issued hereunder and shall include the Existing Letters of Credit.  Letters of Credit may be issued in Dollars or in an Alternative Currency.





	

	
“Letter of Credit Sublimit” means an amount equal to $20,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.





	

	
“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty (including the Holdings Guaranty), (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document; (g) the First Amendment dated as of December 22, 2016, the Joinder and Amendment dated as of May 30, 2017, the Third Amendment dated as of August 1, 




2

 



 


		
2017 and the Fourth Amendment dated as of February 26, 2018 and (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement.




(b)Section 7.02 of the Credit Agreement (Indebtedness) shall be amended by amending and restating subsections (f), (n) and (o) in their entirety as follows:

“(f)Purchase Money Indebtedness and Attributable Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness (other than in respect of Capitalized Leases for real property (if capitalization of such leases arises under GAAP)) at any one time outstanding shall not exceed $10,000,000;” 

“(n)other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; and”

“(o)other Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $30,000,000 at any time outstanding.”

(c)Section 7.03 of the Credit Agreement (Investments) shall be amended by amending and restating subsection (c), clause (iv) of subsection (j) in their entirety as follows:

“(c) (i) Investments by Holdings and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Holdings and its Subsidiaries in Loan Parties (other than Holdings), (iii) additional Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) additional Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested at any one time outstanding not to exceed $30,000,000;”

“(iv)(A) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and (y) the Consolidated Leverage Ratio for the twelve-month period ended as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) shall be no more than 3.00 : 1.00 (or, in connection with a Designated Acquisition or during the four (4) consecutive quarters 

3

 



 

following a previously consummated Designated Acquisition, 3.50 : 1.00) calculated as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby; and”

(d)Section 7.06 of the Credit Agreement (Restricted Payments) shall be amended by amending and restating subsection (h) in its entirety as follows:


	
 
	
“(h)
	
Holdings, each Borrower and each Subsidiary may make repurchases of their Equity Interests so long as (A) immediately before and immediately after giving Pro Forma Effect to any such repurchase, no Event of Default shall have occurred and be continuing and (B) immediately after giving effect to such repurchase, (x) Holdings and its Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such repurchase had been consummated as of the first day of the fiscal period covered thereby and (y) the Consolidated Leverage Ratio for the twelve-month period ended as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) shall be no more than 3.00 : 1.00 calculated as though such repurchase had been consummated as of the first day of the fiscal period covered thereby.




(e)Section 7.10 of the Credit Agreement (Financial Covenants) shall be amended by amending and restating subsection (b) in its entirety as follows:

“Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at the end of any Measurement Period to be greater than (i) 3.50 : 1.00, or (ii) 4.00 : 1.00 at the Borrowers’ option for the four (4) consecutive quarters following a Designated Acquisition; provided, that this clause (ii) may not be exercised more than two (2) times.”

(f)Exhibit D (Form of Compliance Certificate) and Exhibit N (Form of Permitted Acquisition Certificate) to the Credit Agreement are hereby amended by deleting such exhibits in their entirety and replacing them with the corresponding exhibits set forth in Annex I attached hereto.

(g)The schedules to the Credit Agreement are hereby amended by deleting such schedules in their entirety and replacing them with the corresponding schedules set forth in Annex II attached hereto.

3.Conditions Precedent.  The amendments to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions precedent:

4

 



 

(a)the Lead Borrower shall have delivered to the Administrative Agent a counterpart of this Fourth Amendment executed by the Lead Borrower and each other Loan Party;

(b)the Required Lenders and the Administrative Agent shall have indicated their consent and agreement by executing this Fourth Amendment; 

(c)the Borrowers shall have paid all fees and other amounts due and payable by them under the Credit Agreement, including to the extent invoiced the reasonable fees, costs and expenses owing to Choate, Hall & Stewart LLP;

(d)a certificate signed by a Responsible Officer of the Lead Borrower, certifying that (A) the conditions set forth in Sections 3(e) and 3(f) below have been satisfied;

(e)the representations and warranties made by each Loan Party in Section 4 hereof are true and correct as of the date hereof; and

(f)no Event of Default shall have occurred and be continuing.

4.Representations and Warranties.  The Lead Borrower and the other Loan Parties each represents and warrants to the Lenders that the representations and warranties of the Loan Parties contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on the date hereof, except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date hereof; provided that (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as of such earlier date, (b) the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively and (c) each reference in the Credit Agreement to “this Agreement” or the “Credit Agreement” or the like shall include reference to this Fourth Amendment and the Credit Agreement as amended hereby.

5.Effect on Loan Documents.  The Credit Agreement (as amended hereby) and the other Loan Documents shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed in all respects.  Except as expressly set forth herein the execution, delivery, and performance of this Fourth Amendment shall not operate as a waiver or an amendment of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, as in effect prior to the date hereof.  Each of the Loan Parties hereby ratifies and confirms in all respects all of its obligations under the Credit Agreement (as amended hereby) and the other Loan Documents to which it is a party.  

6.No Novation; Entire Agreement.  This Fourth Amendment evidences solely the amendment of the terms and provisions of the obligations of the Lead Borrower and the other Loan Parties under the Loan Documents and is not a novation or discharge thereof.  There are no 

5

 



 

other understandings, express or implied, among the Lead Borrower, the other Loan Parties, the Administrative Agent and the Lenders regarding the subject matter hereof or thereof.

7.Choice of Law.  This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

8.Counterparts; Facsimile Execution.  This Fourth Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Fourth Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Fourth Amendment.  

9.Construction.  This Fourth Amendment is a Loan Document.  This Fourth Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Fourth Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement.  Upon and after the effectiveness of this Fourth Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

[Remainder of Page Intentionally Left Blank]

 

6

 



 

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of the date first above written.

BORROWERS:

NOVANTA CORPORATION

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title: Chief Financial Officer

 

NOVANTA UK INVESTMENTS HOLDING LIMITED 

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title: Director

 

NOVANTA EUROPE GmbH

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title:    Managing Director

 

 

HOLDINGS:

NOVANTA INC.

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title: Chief Financial Officer

 

 

OTHER GUARANTORS:

NOVANTA TECHNOLOGIES UK LIMITED

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title: Director

 

 

 

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

 

 

NDS SURGICAL IMAGING LLC

 

 

By:  /s/ Robert Buckley

Name:  Robert Buckley

Title: President




[Fourth Amendment to Second A&R Credit Agreement]

 



 

bank of america, n.a., as 
Administrative Agent

 

 

By:  /s/ Mollie S. Canup                  

Name:  Mollie S. Canup

Title:   Vice President


[Fourth Amendment to Second A&R Credit Agreement]

 



 

bank of america, n.a., as a Lender, L/C Issuer and Swing Line Lender

 

 

By:  /s/ John F. Lynch

Name:  John F. Lynch

Title:  Senior Vice President

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

JPMORGAN CHASE BANK, N.A., as a Lender 

 

 

By:  /s/ Peter M. Killea

Name:  Peter M. Killea

Title:    Executive Director




 

[Fourth Amendment to Second A&R Credit Agreement]

 



WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender 

 

 

By:  /s/ Daniel M. Grondin

Name:  Daniel M. Grondin

Title:    Senior Vice President

 

 

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

SILICON VALLEY BANK, as a Lender 

 

 

By:  /s/ Jon Wolter

Name:  Jon Wolter

Title:  Vice President

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

TD BANK, N.A., as a Lender 

 

 

By:  /s/ Leonid Batsevitsky

Name:  Leonid Batsevitsky

Title:  Vice President

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

BANK OF MONTREAL, as a Lender 

 

 

By:  /s/ Patrick Hartweger  

Name:  Patrick Hartweger

Title:  Managing Director

 

 

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

BANK OF MONTREAL, London Branch, as a Lender 

 

 

By:  /s/ Tom Woolgar

Name:  Tom Woolgar

Title:  Managing Director

 

By:  /s/ Jean-Jacques van Helten

Name:  Jean-Jacques van Helten

Title:  Chief Risk Officer Europe

 

[Fourth Amendment to Second A&R Credit Agreement]

 



 

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

 

 

By:  /s/ Andrew Everett

Name:  Andrew Everett

Title:  Vice President

 

[Fourth Amendment to Second A&R Credit Agreement]

 



Annex I

 

EXHIBIT D

 

form of COMPLIANCE CERTIFICATE

 

Financial Statement Date______, __, 20__


	
To:
	
Bank of America, N.A., as Administrative Agent




Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (together with the Lead Borrower and each other Person to join the Agreement as a Borrower, collectively the “Borrowers” and each a “Borrower”), Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the  of Holdings, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Holdings, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.Holdings has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Holdings ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.Holdings has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Holdings ended as of the above date.  Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements.

3.A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and 

[select one:]

[to the best knowledge of the undersigned, during such fiscal period each Loan Party performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

D -1

Form of Compliance Certificate



4.The representations and warranties of the Loan Parties contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

5.The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.

[Remainder of page intentionally left blank]




D -2

Form of Compliance Certificate



IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
, .

NOVANTA INC.

 

 

By:  

Name:  

Title:  




D -3

Form of Compliance Certificate



For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 1
to the Compliance Certificate
($ in 000’s)


	
I.
	
Section 7.10(b) – Consolidated Leverage Ratio.
	
 





	
 
	
A.
	
Consolidated Funded Indebtedness at Statement Date:$
	
 





	
 
	
B.
	
Consolidated EBITDA for four consecutive fiscal quarters ending
on above date (“Subject Period”) (from Schedule 2):$
	
 





	
 
	
C.
	
Consolidated Leverage Ratio (Line I.A  ̧ Line I.B): to 1.00
	
 





	
 
	
Maximum permitted:
	
3.50 to 1.001
	
 




 

 

	
	 





	
1
	
 The Consolidated Leverage Ratio for the four (4) consecutive quarters following a Designated Acquisition (at the Borrowers’ option) may be up to 4.00 : 1.00; provided that such step-up may not be exercised more than two (2) times.




D -4

Form of Compliance Certificate




	
II.
	
Section 7.10(c) – Consolidated Fixed Charge Coverage Ratio.
	
 





	
 
	
A.
	
Adjusted Consolidated EBITDA for Subject Period:
	
 





	
 
	
1.
	
Consolidated EBITDA for Subject Period (Line I.B above):$
	
 





	
 
	
2.
	
Aggregate amount of all cash Capital Expenditures for Subject Period:$
	
 





	
 
	
3.
	
Aggregate amount of Federal, state, local and foreign income taxes paid in cash for Subject Period:$
	
 





	
 
	
4.
	
Adjusted Consolidated EBITDA (Lines II.A1 - 2 - 3): $
	
 





	
 
	
B.
	
Consolidated Fixed Charges for Subject Period:
	
 





	
 
	
1.
	
Consolidated Interest Charges paid in cash for Subject Period:$
	
 





	
 
	
2.
	
Aggregate scheduled amortization payments under Section 2.07(a) of the Agreement (regardless of whether optional prepayments under Section 2.05(a) of the Agreement were applied to such installments) for Subject Period, for so long as any amounts are outstanding under the Term Loan Facility:$
	
 





	
 
	
3.
	
Aggregate principal amount of all other regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money (including regularly scheduled payments under any Capitalized Leases, except for the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP) for Subject Period, but excluding any voluntary repayments and redemptions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 of the Agreement:$
	
 





	
 
	
4.
	
Permitted cash repurchases of employee stock (excluding cashless exercise of options)$
	
 





	
 
	
5.
	
Aggregate amount of all Restricted Payments made pursuant to Section 7.06(d) or 7.06(e) of the Agreement for 
Subject Period:$
	
 





	
 
	
6.
	
Consolidated Fixed Charges (Lines II.B1 + 2 + 3 + 4 + 5): $
	
 





	
 
	
C.
	
Consolidated Fixed Charge Coverage Ratio (Line II.A4  ̧ Line II.B6):
 to 1.00
	
 





	
 
	
Minimum required:
	
1.50 to 1.00
	
 







D -1

Form of Compliance Certificate



For the Quarter/Year ended ___________________(“Statement Date”)

 

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement)


						
	
Consolidated
EBITDA
	
Quarter
Ended
	
Quarter
Ended
	
Quarter
Ended
	
Quarter
Ended
	
Twelve 
Months
Ended

	
Consolidated
Net Income
	
 
	
 
	
 
	
 
	
 

	
+Consolidated Interest Charges
	
 
	
 
	
 
	
 
	
 

	
+income taxes
	
 
	
 
	
 
	
 
	
 

	
+depreciation expense
	
 
	
 
	
 
	
 
	
 

	
+amortization expense
	
 
	
 
	
 
	
 
	
 

	
+(x) restructuring charges from operations and divestitures2
	
 
	
 
	
 
	
 
	
 

	
+(y) restructuring charges , fees and expenses in respect of other transactions3
	
 
	
 
	
 
	
 
	
 

	
+ run-rate cost savings and synergies4
	
 
	
 
	
 
	
 
	
 

	
+Non-Cash Charges
	
 
	
 
	
 
	
 
	
 

	
-non-cash income
	
 
	
 
	
 
	
 
	
 

	
-earnings from equity-method investments
	
 
	
 
	
 
	
 
	
 




	
	 





	
2 
	
 not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period





	
3 
	
 not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period





	
4 
	
 to be in an amount reasonably acceptable to the Administrative Agent and otherwise in accordance with the terms of clause (a)(iv)(z) and the proviso thereto in the definition of “Consolidated EBITDA”.




D -2

Form of Compliance Certificate




						
	
=Consolidated EBITDA
	
 
	
 
	
 
	
 
	
 




 

D -3

Form of Compliance Certificate



 

EXHIBIT N

 

form of PERMITTED ACQUISITION certificate

 

_____________ __, 20__

 

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Novanta Corporation, a Michigan corporation (the “Lead Borrower”), Novanta UK Investments Holding Limited, a private limited company incorporated in England and Wales (together with the Lead Borrower and each other Person to join the Agreement as a Borrower, collectively the “Borrowers” and each a “Borrower”), Novanta Inc., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

Pursuant to Section 7.03(j) of the Agreement and in connection with the acquisition of [DESCRIBE TRANSACTION] (the “Acquisition”), the undersigned, hereby certifies that [he]/[she] is the duly elected, acting and qualified [President] [Chief Financial Officer] [Vice President of Finance] of Holdings, and that:


	
 
	
1.
	
any Subsidiary newly-created or acquired in connection with the Acquisition shall comply with the requirements of Section 6.12 of the Agreement;





	
 
	
2.
	
the lines of business of the Target are not substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Restatement Date or any business substantially related or incidental thereto or a reasonable extension thereof;





	
 
	
3.
	
the Acquisition has been consented to by the shareholders or board of directors or other equivalent governing body of the Target;





	
 
	
4.
	
immediately before and immediately after giving pro forma effect to the Acquisition, no Event of Default has occurred and is continuing;





	
 
	
5.
	
attached hereto as Annex 1 are calculations evidencing that immediately before and immediately after giving pro forma effect to the Acquisition, Holdings and its Subsidiaries are in pro forma compliance with all of the covenants set forth in Section 7.10 of the Agreement for the twelve-month period ended on [_______________]5 (the “Financial Statement Date”), determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) of the Agreement as though the Acquisition had been consummated as of the first day of the fiscal period covered thereby; and





	
 
	
6.
	
attached hereto as Annex 2 are calculations evidencing that after giving effect to the Acquisition, Holdings and its Subsidiaries have a Consolidated Leverage Ratio for the twelve-month period ended on the Financial Statement Date of ___6 to 1.0, determined on the basis of the financial 




	
	 





	
5 
	
 Insert date of most recent financial statements delivered pursuant to Section 6.01(a) or (b) of the Agreement





	
6 
	
 Must be less than or equal to 3.00:1.0 (or, in connection with a Designated Acquisition, 3.50 : 1.00).




N -1

Form of Permitted Acquisition Certificate



 


	
 
		
information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) of the Agreement as though the Acquisition had been consummated as of the first day of the fiscal period covered thereby.




[Remainder of page intentionally left blank]

 

 




N -2

Form of Permitted Acquisition Certificate



 

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

NOVANTA INC.

 

 

By:  

Name:  

Title:  




N -3

Form of Permitted Acquisition Certificate



 

ANNEX 1
to the Permitted Acquisition Certificate
($ in 000’s)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA as set forth in the Agreement)


						
	
Consolidated
EBITDA
	
Quarter
Ended
	
Quarter
Ended
	
Quarter
Ended
	
Quarter
Ended
	
Twelve 
Months
Ended

	
Consolidated
Net Income
	
 
	
 
	
 
	
 
	
 

	
+Consolidated Interest Charges
	
 
	
 
	
 
	
 
	
 

	
+income taxes
	
 
	
 
	
 
	
 
	
 

	
+depreciation expense
	
 
	
 
	
 
	
 
	
 

	
+amortization expense
	
 
	
 
	
 
	
 
	
 

	
+ (x)restructuring charges from operations and divestitures7
	
 
	
 
	
 
	
 
	
 

	
+(y) restructuring charges, fees and expenses in respect of other transactions8
	
 
	
 
	
 
	
 
	
 

	
+ run-rate costs savings and synergies9
	
 
	
 
	
 
	
 
	
 

	
+Non-Cash Charges
	
 
	
 
	
 
	
 
	
 

	
-non-cash income
	
 
	
 
	
 
	
 
	
 

	
-earnings from equity-method investments
	
 
	
 
	
 
	
 
	
 




	
	 





	
7 
	
 not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period





	
8 
	
 not to exceed $15,000,000 in the aggregate during any Measurement Period; provided that the sum of add-backs (x) and (y) in any Measurement Period shall not exceed 25% of Consolidated EBITDA for such period





	
9 
	
 to be an amount reasonably acceptable to the Administrative Agent and otherwise in accordance with the terms of clause (a)(iv)(z) and the proviso thereto in the definition of “Consolidated EBITDA”.




N -4

Form of Permitted Acquisition Certificate



 


						
	
=Consolidated EBITDA
	
 
	
 
	
 
	
 
	
 




 


	
I.
	
Section 7.10(b) – Consolidated Leverage Ratio.
	
 





	
 
	
A.
	
Consolidated Funded Indebtedness at Financial Statement Date:$
	
 





	
 
	
B.
	
Consolidated EBITDA for four consecutive fiscal quarters ending on the Financial Statement Date (“Subject Period”) (from above)$
	
 





	
 
	
C.
	
Consolidated Leverage Ratio (Line I.A  ̧ Line I.B): to 1.00
	
 





	
 
	
Maximum permitted:
	
3.50 to 1.0010
	
 




 

 

	
	 





	
10
	
 The Consolidated Leverage Ratio for the four (4) consecutive quarters following a Designated Acquisition (at the Borrowers’ option) may be up to 4.00 : 1.00; provided that such step-up may not be exercised more than two (2) times.




N -5

Form of Permitted Acquisition Certificate



 


	
II.
	
Section 7.10(c) – Consolidated Fixed Charge Coverage Ratio.
	
 





	
 
	
A.
	
Adjusted Consolidated EBITDA for Subject Period:
	
 





	
 
	
1.
	
Consolidated EBITDA for Subject Period (Line I.B above):$
	
 





	
 
	
2.
	
Aggregate amount of all cash Capital Expenditures for Subject Period:$
	
 





	
 
	
3.
	
Aggregate amount of Federal, state, local and foreign income taxes paid in cash for Subject Period:$
	
 





	
 
	
4.
	
Adjusted Consolidated EBITDA (Lines II.A1 - 2 - 3): $
	
 





	
 
	
B.
	
Consolidated Fixed Charges for Subject Period:
	
 





	
 
	
1.
	
Consolidated Interest Charges paid in cash for Subject Period:$
	
 





	
 
	
2.
	
Aggregate scheduled amortization payments under Section 2.07(a) of the Agreement (regardless of whether optional prepayments under Section 2.05(a) of the Agreement were applied to such installments) for Subject Period, for so long as any amounts are outstanding under the Term Loan Facility:$
	
 





	
 
	
3.
	
Aggregate principal amount of all other regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money (including regularly scheduled payments under any Capitalized Leases, except for the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP) for Subject Period, but excluding any voluntary repayments and redemptions to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 of the Agreement:$
	
 





	
 
	
4.
	
Permitted cash repurchases of employee stock (excluding cashless exercise of options)$
	
 





	
 
	
5.
	
Aggregate amount of all Restricted Payments made pursuant to Section 7.06(d) or 7.06(e) of the Agreement for 
Subject Period:$
	
 





	
 
	
6.
	
Consolidated Fixed Charges (Lines II.B1 + 2 + 3 + 4 + 5): $
	
 





	
 
	
C.
	
Consolidated Fixed Charge Coverage Ratio (Line II.A4  ̧ Line II.B6):
 to 1.00
	
 





	
 
	
Minimum required:
	
1.50 to 1.00
	
 




 

 

 

 

N -6

Form of Permitted Acquisition Certificate

 



 

ANNEX 2
to the Permitted Acquisition Certificate
($ in 000’s)

 

Consolidated Leverage Ratio.


	
 
	
A.
	
Consolidated Funded Indebtedness at Financial Statement Date:$
	
 





	
 
	
B.
	
Consolidated EBITDA for twelve-month period 
ended on the Financial Statement Date (from Annex 1):$
	
 





	
 
	
C.
	
Consolidated Leverage Ratio (Line A  ̧ Line B): to 1.00
	
 




 

 

N -7

Form of Permitted Acquisition Certificate

 



 

ANNEX 3
to the Permitted Acquisition Certificate
($ in 000’s)

Excess Availability.


	
 
	
A.
	
Unrestricted cash on the balance sheet of Holdings and 
its Subsidiaries on the Financial Statement Date:$
	
 





	
 
	
B.
	
the Revolving Credit Facility on the 
Financial Statement Date:$
	
 





	
 
	
C.
	
Outstanding Amount of all Revolving Credit Loans on the 
Financial Statement Date:$
	
 





	
 
	
D.
	
Outstanding Amount of all Swing Line Loans on the 
Financial Statement Date:$
	
 





	
 
	
E.
	
Outstanding Amount of all L/C Obligations on the 
Financial Statement Date:$
	
 





	
 
	
F.
	
Excess Availability 
(Line A + Line B – Line C – Line D – Line E):$
	
 




 

 

 

 

 



 

Annex II

 

SCHEDULE 1.01

EXISTING LETTERS OF CREDIT

 

None.

 

 



 

SCHEDULE 2.01

COMMITMENTS
AND APPLICABLE PERCENTAGES

 


					
	
 
	
Term Commitments
	
Revolving Credit Commitments

	
Lender
	
Commitment
	
Applicable Percentage
	
Commitment
	
Applicable Percentage

	
Bank of America, N.A.
	
$13,125,000.00
	
17.500000000%
	
$39,375,000.00
	
17.500000000%

	
JPMorgan Chase Bank, N.A.
	
$13,125,000.00
	
17.500000000%
	
$39,375,000.00
	
17.500000000%

	
Wells Fargo Bank, National Association
	
$13,125,000.00
	
17.500000000%
	
$39,375,000.00
	
17.500000000%

	
Silicon Valley Bank
	
$9,500,000.00
	
12.666666667%
	
$28,500,000.00
	
12.666666667%

	
TD Bank, N.A.
	
$9,500,000.00
	
12.666666667%
	
$28,500,000.00
	
12.666666667%

	
Bank of Montreal
	
$9,500,000.00
	
12.666666667%
	
$28,500,000.00
	
12.666666667%

	
HSBC Bank USA, N.A.
	
$7,125,000.00
	
9.500000000%
	
$21,375,000.00
	
9.500000000%

	
Total
	
$75,000,000.00
	
100.000000000%
	
$225,000,000.00
	
100.000000000%




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Schedule 5.05

Supplements to Interim Financial Statements

None.

 

 

 

 

 



 

Schedule 5.08(b)

Owned Real Property


	
Owner
	
Address
	
Book Value
	
Estimated Fair Value

	
Novanta Corporation (f/k/a GSI Group Corporation) 
	
4600 Campus Place 
Mukilteo, WA  98275
	
$#.# million
	
$#.# million

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
234 East Mohave, Phoenix, AZ 85004
	
$#.# million
	
$#.# million




 

 

 

 

 




 



SCHEDULE 5.08(C)

Leased Real Property


					
	
Lessee
	
Lessor
	
Address
	
Expiration
	
Annual Rent

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
125 Middlesex Turnpike, LLC
c/o Mohawk Partners, 205 Newbury Street, Framingham, MA 01701
	
125 Middlesex Turnpike, Bedford, Middlesex County, MA  01803
	
#/##/####
	
$#,###,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
Vintners’ Court LLC 4060 Spring Mountain Road St. Helena, CA 94574
	
5915 Jetton Lane, Loomis, CA 95650
	
#/##/####
	
$###,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
Jeff Davenport, 3269 Swetzer Road Loomis CA 95650
	
5970 Jetton Lane, Suites B, C, D & E, Loomis, CA 95650
	
#/##/####
	
$##,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
C L Assets LLC

1638 Maryclair Drive

Olivehurst, CA 95961
	
5925 Jetton Lane, Suites B, C, & D, Loomis, CA 95650
	
#/##/####
	
$##,###

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
Thales Optronics (Taunton) Limited
Lisieux Way
Taunton
Somerset
TA1 2JZ
	
Part of Building 1
Moorfields
Lisieux Way
Taunton
Somerset
	
#/##/####
	
GBP ##,###

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
Scottsgrove Holdings
	
29 Holton Road, Holton Heath, Poole, UK
	
#/##/####
	
GBP ##,###

	
NDS Surgical Imaging, LLC
	
M West Propco XII, LLC
	
5750 Hellyer Avenue, San Jose, CA 95138
	
#/##/####
	
$###,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
Hancock Park Development, LLC

225 Greenfield Parkway, Suite 202

Liverpool, NY 13088
	
7279 William Barry Blvd., North Syracuse, NY 13212
	
#/##/####
	
$###,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
CCTC, Inc.        4300 N Miller Road, Suite 153   Scottsdale, AZ 85251
	
235 E. Pima Street, Suite 101, Phoenix, AZ 85034
	
#/##/####
	
$##,###




 




					
	
Lessee
	
Lessor
	
Address
	
Expiration
	
Annual Rent

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
LBA Realty Fund III-Company III, LLC

999 18th Street, Suite 210

Denver, CO 80202
	
999 18th Street

North Tower

Suite 1885N

Denver, Colorado 80202
	
#/##/####
	
$##,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
JETA LLC

4545 Cushing Parkway, Fremont, CA 94538
	
4575 Cushing Parkway, Fremont, CA 94538
	
#/##/####
	
$###,###

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
Berg Properties, Inc.

PO Box 920

Lake Oswego, OR 97034
	
155 B Avenue, Suite 200 and Suite 240, Lake Oswego, Oregon 97034
	
#/##/####
	
$##,###

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
KG für Vermögensverwaltung Garching GmbH & Co. 

93059 Regensburg

GERMANY
	
Parkring 57 – 59

85748 Garching Germany
	
#/##/####
	
EUR ###,###




 

 

 

 

 



 

SCHEDULE 5.08(D)

Existing Investments


			
	
Owner
	
Issuer
	
Percentage Owned

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
Laser Quantum Limited
	
75.52%




 




 



SCHEDULE 5.09

Environmental Matters

None.

 

 

 

 

 

 

 



 

SCHEDULE 5.13

Subsidiaries and Other Equity Investments; Loan Parties

Part (a): Subsidiaries


			
	
Parent
	
Subsidiary
	
Percentage Owned

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
Novanta Corporation (f/k/a GSI Group Corporation)
	
100%

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
GSI Group Singapore Pte. Ltd.
	
100%

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
100%

	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
100%

	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
100%

	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
Novanta Holdings BV (f/k/a NDS Holdings BV)
	
100%

	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
Novanta Ceska republika s.r.o.
	
100%

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
NDS Surgical Imaging, LLC
	
100%

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
GSI Lumonics Asia Pacific Ltd.
	
100%

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
GSI Group Precision Technologies (Suzhou) Co., Ltd.
	
100%

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
Novanta Japan Corporation (f/k/a GSI Group Japan Corporation)
	
100%

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
Laser Quantum Limited
	
75.52%

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
Novanta Distribution (USD) GmbH (f/k/a GSI Group Distribution (USD) GmbH)
	
100%

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
GSI Group GmbH
	
100%

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
W.O.M. World of Medicine GmbH
	
100%

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH)
	
Novanta Italy s.r.l. (f/k/a GSI Group Italy s.r.l.)
	
100%

	
Novanta Holdings BV (f/k/a NDS Holdings BV)
	
Novanta EMEA BV (f/k/a NDS Surgical Imaging BV)
	
100%




 

 

 

 



Part (b): Other Equity Investments

None.




 



Part (c): Loan Parties


				
	
Loan Party
	
Jurisdiction of Incorporation
	
Principal Place of Business Address
	
U.S. Tax ID Number (or foreign equivalent)

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
New Brunswick, Canada
	
125 Middlesex Turnpike
Bedford, MA  01730
	
##-#######

	

Novanta Corporation (f/k/a GSI Group Corporation)
	
Michigan
	
125 Middlesex Turnpike
Bedford, MA  01730
	
##-#######

	
NDS Surgical Imaging, LLC
	
Delaware
	
5750 Hellyer Avenue, San Jose, CA 95138
	
 ##-#######

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United Kingdom
	
29 Holton Road

Holton Heath

Poole

Dorset BH16 6LN
	
#######

	
Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited)
	
United Kingdom
	
29 Holton Road

Holton Heath

Poole

Dorset BH16 6LN
	
########

	
Novanta Europe GmbH (f/k/a GSI Group Europe GmbH
	
Germany
	
Parkring 57 – 59

85748 Garching Germany
	
HRB #######







 



SCHEDULE 5.17


IP Rights

Registered Copyrights


	

Grantor
	

Country
	

Title
	

Application/ Registration No.
	

Filing Date
	

Registration Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
PR-880 Version 5. 1 c.
	
TX0007189456
	
2005
	
8/9/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
SpectraWin Version 2.1.5.1.
	
TX0007189483
	
2006
	
8/9/2010

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
DIMPL Class Library computer program
	
TX0005750228
	
2003
	
4/19/2003




 

Registered Trademarks


	

Grantor
	

Country
	

Trademark
	

Application/ Registration No.
	

Filing Date
	

Registration Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
GSI  (Word Only - Black)
	
78/731631
	
10/12/2005
	
Not Applicable 

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
GSI  (Word Only - Blue)
	
78/731636
	
10/12/2005
	
Not Applicable 

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Miscellaneous Design (MicroE Logo - Color)
	
86/554327

5,004,298
	
3/5/2015
	
7/19/2016

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Miscellaneous Design (Celera Motion)
	
86/666,751

 
	
6/18/2015
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
CELERA MOTION
	
86,666,627
	
6/18/2015
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
MicroE Systems
	
3,125,680
	
6/7/2004
	
8/8/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
MicroE Systems

 
	
2,886,781
	
10/20/1999
	
9/21/2004




 




	

Grantor
	

Country
	

Trademark
	

Application/ Registration No.
	

Filing Date
	

Registration Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
LINCOLN LASER
	
2349659
	
11/17/1998
	
5/16/2000

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
SKYETEK
	
3426915
	
6/20/2006
	
5/13/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
REACH TECHNOLOGY
	
4674407
	
4/8/2014
	
1/20/2015

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Pritchard
	
0945,229
	
6/14/1971
	
10/17/1972

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Spectra
	
0987,821
	
10/6/1972
	
7/9/1974

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Light Mate
	
1,188,492
	
9/19/1980
	
2/2/1982

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Photo Research
	
1,253,696
	
7/9/1982
	
10/11/1983

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
PR
	
1,262,271
	
7/9/1982
	
12/27/1983

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Spectrascan
	
1,262,871
	
7/8/1982
	
1/3/1984

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Spotmeter
	
1,298,453
	
7/9/1982
	
10/2/1984

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
The Light Measurement People
	
1,475,474
	
5/26/1987
	
2/2/1988

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Spectrawin
	
2,219,258
	
4/15/1996
	
1/19/1999

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Videowin
	
2,247,912
	
8/15/1995
	
5/25/1999

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
SpectraAduo
	
3,223,033
	
6/8/2006
	
3/27/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
CINEBRATE
	
85/750358
	
10/10/2012
	
Not Applicable




 




	

Grantor
	

Country
	

Trademark
	

Application/ Registration No.
	

Filing Date
	

Registration Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
A-TAKT
	
86,088043

4874903
	
10/10/2013
	
12/22/2015

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Synrad
	
1,890,922
	
3/31/1994
	
4/25/1995

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Power Wizard
	
1,848,154
	
4/30/1993
	
8/2/1994

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Fenix
	
2,396,260
	
4/28/1998
	
10/17/2000

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Firestar
	
2,497,086
	
12/29/1999
	
10/9/2001

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Duo-Lase
	
1,620,992
	
1/2/1990
	
11/6/1990

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
WinMarkpro
	
86,461441

4,900,319
	
11/21/2014
	
2/16/2016

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
NOVANTA (BLOCK)
	
86,921581
	
2/26/2016
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
GENERAL SCANNING PRINTER TECHNOLOGIES BY NDSSI
	
4685450
	
6/27/2013
	
2/10/2015

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
RADIANCE
	
3134178
	
11/18/2004
	
8/22/2006

 

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
DOME
	
2142543
	
2/25/1997
	
3/10/1998

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
ENDOVUE
	
3742246
	
6/22/2009
	
1/26/2010

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
ZEROWIRE
	
3986502
	
11/16/2009
	
6/28/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Design Only (DOME)
	
4143992
	
3/11/2011
	
5/15/2012

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
NDS SURGICAL IMAGING
	
3648029
	
1/10/2007
	
6/30/2009

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
BUZZSAW DESIGN
	
3253398
	
5/2/2006
	
6/19/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
JADAK
	
3558195
	
3/13/2007
	
1/6/2009




 




	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
MEDICAL VISION
	
3789522
	
5/19/2009
	
5/18/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
FLEXPOINT
	
3894960
	
8/30/2009
	
12/21/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
FLEXPOINT
	
3871367 
	
8/30/2009
	
11/2/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
CLARITY
	
86015237
	
7/19/2013
	
12/30/2014

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
MERCURY
	
3044886
	
5/24/2004
	
1/17/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
THINGMAGIC
	
2566222
	
3/15/2001
	
4/30/2002

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
THINGMAGIC
	
3763923
	
3/3/2008
	
3/23/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
ASTRA
	
3727293
	
10/22/2008
	
12/22/2009




 

 




 



Patents (all U.S. applications/registrations)


	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Control Of A Pumping Diode Laser.
	
5,400,351
	
5/9/1994
	
3/21/1995

	
Novanta Corporation (f/k/a GSI Group Corporation) 
	
United States
	
Focused Laser Beam Measurement/Location.
	
5,521,374
	
9/7/1994
	
5/28/1996

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Laser Machining Of A Workpiece.
	
5,854,805
	
3/21/1997
	
12/29/1998

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Laser Optical Fibre Tuning & Control.
	
5,463,710
	
9/9/1992
	
10/31/1995

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser System For Controlling Emitted Pulse Energy.
	
5,339,323
	
4/30/1993
	
8/16/1994

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Light Beam Distance Encoder.
	
5,430,537

 
	
9/3/1993
	
7/04/1995

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Linear Position Detecting System.
	
6,297,750
	
9/13/2000
	
10/02/2001

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Magnetic Encoder For Sensing Position And Direction Via A Time And Space Modulated Magnetic Field.
	
5,939,879

 
	
6/2/1997
	
8/17/1999

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Metrological Scale And Laser-Based Manufacturing Method Therefor.
	
7,903,336
	
10/11/2006
	
3/8/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Robotically Operated Laser Head.
	
6,822,187
	
6/4/2001
	
11/23/2004

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Waveguide Device With Mode Control And  Pump Light Confinement And Method of Using Same.
	
6,785,304
	
7/24/2001
	
8/31/2004

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Wireless Chart Recorder System And Method.
	
7,135,987
	
5/30/2003
	
11/14/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Rotary Device With Matched Expansion Ceramic Bearings.
	
6,710,487
	
1/10/2001
	
3/23/2004

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Capacitive Transducing With Feedback.
	
5,537,109
	
5/28/1993
	
7/16/1996




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Composite Rotor And Output Shaft For Galvanometer Motor And Method Of Manufacture Thereof.
	
7,365,464
	
9/1/2004
	
4/29/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Controlled High Speed Reciprocating Angular Motion Actuator.
	
6,448,673
	
6/1/2001
	
9/10/2002

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Galvanometer Unit.
	
6,433,449

 
	
3/14/2002
	
8/13/2002

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Galvanometer Unit.
	
6,380,649
	
11/2/1999
	
4/30/2002

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Mirror Mounting Structures And Methods For Scanners Employing Limited Rotation Motors.
	
7,471,432
	
4/11/2007
	
12/30/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Mirror Mounting Structures And Methods For Scanners Employing Limited Rotation Motors.
	
7,212,325
	
11/23/2004
	
5/1/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Rotor Shaft For Limited Rotation Motor And Method Of Manufacture Thereof.
	
7,262,535
	
12/17/2004
	
8/28/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method And Apparatus For Reducing The  Stress On Rotating Shaft Bearings.
	
6,390,684
	
7/3/2001
	
5/21/2002

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method For A Galvanometer With Axial Symmetry And Improved Bearing Design.
	
6,612,015
	
10/22/2001
	
9/2/2003

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method For Optimum Material Selection And Processing For Dynamic Mirror Applications.
	
7,404,647
	
12/10/2004
	
7/29/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method For Tuning The Resonant Frequency Of Crossed- Flexure Pivot Galvanometers.
	
6,265,794
	
10/29/1999
	
7/24/2001




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Monitoring Bearing Performance.
	
6,956,491
	
6/13/2003
	
10/18/2005

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Moving Magnet Optical Scanner With Novel Rotor Design.
	
5,424,632
	
10/22/1992
	
6/13/1995

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Element For Scanning System And Method Of Manufacture Thereof
	
6,749,309
	
9/27/2001
	
6/15/2004

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Position Transducer Systems And Methods Employing Reflected Illumination For Limited Rotation Motor Systems.
	
7,820,956
	
6/4/2007
	
10/26/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Rotary Optical Encoder Employing Multiple Sub-Encoders With Common Reticle Substrate.
	
7,482,575
	
8/2/2007
	
1/27/2009

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Smart Energy Emitting Head.
	
6,581,833
	
11/2/2001
	
6/24/2003

 

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Continuous Position Calibration For Servo Controlled Rotary System.
	
6,768,100
	
10/29/2001
	
7/27/2004

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System And Method For Diagnosing A Controller In A Limited Rotation Motor System.
	
7,291,999

 
	
11/30/2006
	
11/6/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System And Method For High Power Laser Processing.
	
7,672,343
	
7/07/2006

 
	
3/2/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Digital control servo system
	
7,421,308
	
1/26/2007
	
9/2/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System And Method For Providing Rotation Control In A Limited Rotation Motor System.
	
7,649,288
	
9/24/2007
	
1/19/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical position detector for determining the angular position of a rotatable element
	
5,671,043
	
10/3/1995
	
9/23/1997




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Axial led position detector for determining the angular position of a rotatable element
	
5,844,673
	
4/17/1998
	
12/1/1998

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Servo control system
	
7,414,379
	
10/12/2006
	
8/19/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and methods of providing improved performance of scanning mirrors coupled to limited rotation motors

 
	
20100271679
12764392

8,284,470
	
4/21/2010
	
10/9/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Low cost long-life compact low wobble wide scan angle taut-band resonant scanners with matched coefficients of thermal expansion and interchangeable mirrors
	
20110181932
13009939
	
1/20/2011
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and methods for balancing mirrors in limited rotation motor systems 
	
8,585,226
	
10/5/2011
	
11/19/2013

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Air bearing
	
5,593,230
	
11/27/1995
	
1/14/1997

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Air bearing
	
6,024,493
	
5/6/1998
	
2/15/2000

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Rotary mirror assembly having spherical housing
	
6,1307,69
	
10/2/1998
	
10/10/2000

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
High speed drill holders
	
6,443,462
	
7/25/2001
	
9/3/2002

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Hole forming system with ganged spindle set
	
6,960,050
	
12/4/2001
	
11/1/2005

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Data storage disc holder having central shaft held by spring loaded clamps against inclined surfaces when in disc gripping configuration
	
7,367,038
	
12/12/2006
	
4/29/2008




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Laser systems and material processing
	
20090296748
12505003
	
7/17/2009
	
Not Applicable

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
High speed drilling spindle with reciprocating ceramic shaft and double-gripping centrifugal chuck 

 
	
5997223
	
9/22/1998
	
12/7/1999

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
High throughput hole forming system with multiple spindles per station
	
6174271
	
5/11/1999
	
1/16/2001

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
High speed drilling spindle with reciprocating shaft and double-gripping centrifugal chuck
	
6227777
	
11/9/1999
	
5/8/2001

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Monitoring and controlling of laser operation
	
7331512
	
11/29/2005
	
2/19/2008

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Data storage disc carriers
	
7936535
	
4/20/2006
	
5/3/2011

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Gas bearing spindles
	
20080178795
11911444
	
12/27/2007
	
Not Applicable

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Laser rod pump chamber and method
	
6693940
	
11/13/2002
	
2/17/2004

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Laser based material processing methods and scalable architecture for material processing
	
6738396
	
11/13/2002
	
5/18/2004

	
Novanta Technologies UK Limited (f/k/a GSI Group Limited)
	
United States
	
Method and system for laser welding
	
6750421
	
2/18/2003
	
6/15/2004

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Absolute Encoder Employing Linked Sub-Encoders  And Beat Track.
	
7,368,705
	
6/28/2007
	
5/06/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Absolute Encoder Employing Concatenated, Multi-Bit, Interpolated Sub-Encoders.
	
7,253,395

 
	
11/17/2004
	
8/07/2007




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Precision Material-Handling Robot Employing High-Resolution, Compact Absolute Encoder.
	
7,321,113
	
5/25/2005
	
1/22/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multi-Track Absolute Encode.
	
6,366,047
	
7/13/2000
	
4/4/2002

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Position Encoder Having Alignment Indicators Providing Quantitative Alignment Indications.
	
7,067,797
	
9/15/2004
	
6/27/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Encoder Having Slanted Optical Detector Elements For Harmonic Suppression.
	
7,324,212

 

 
	
2/28/2007
	
1/29/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multi Track Optical Encoder Employing Beam Divider.
	
7,193,204
	
7/7/2003
	
3/20/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Interferometric Optical Position Encoder Employing Spatial Filtering Of Diffraction Orders For Improved Accuracy.
	
7,480,060
	
8/8/2007
	
1/20/2009

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Encoder Self-Calibration Apparatus And Method.
	
6,897,435
	
10/31/2002
	
5/24/2005

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Encoder Scale Error Compensation Employed Comparison Among Multiple Detectors.
	
7,126,109
	
6/14/2004
	
10/24/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Rotary Position Sensor With Offset Beam Generating Element And Elliptical Detector Array.
	
7,183,537
	
12/16/2003
	
2/27/2007

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method Of Generating An Index Signal For An Optical Encoder.

 
	
7,075,057
	
4/26/2005
	
7/11/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Encoder With Burst Generator For Generating Burst Output Signals.
	
7,193,205
	
4/23/2006
	
3/20/2007




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Apparatus For Detecting Relative Movement.
	
5,559,600
	
2/1/1995
	
9/24/1996

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Apparatus For Detecting Relative Movement Wherein A Detecting Means Is Positioned In A Region Of Natural Interference.
	
5,486,923
	
2/24/1995
	
1/23/1996

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Apparatus For Detecting Relative Movement Wherein A Detecting Means Is Positioned In A Region Of Natural Interference.
	
5,646,730
	
1/23/1996
	
7/8/1997

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Scale Assembly For Optical Encoder Having Affixed Optical Reference Markers.
	
7,343,693
	
11/9/2006
	
3/18/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Track Sensing Device.
	
5,991,249
	
7/29/1997
	
11/23/1999

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Reference Point Talbot Encoder.
	
7,002,137
	
8/13/2002
	
2/21/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multi-Track Absolute Encoder
	
14,836,021
	
10/1/2015
	
 

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Position Sensor for Determining the Angular Position of a Rotating Device
	
8,809,763
	
1/20/2011
	
8/19/2014

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
RFID Reader operating system and associated architecture
	
7,659,819
	
3/23/2006
	
2/09/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
RFID Tagged item trajectory and location estimation system and method
	
7,859,411
	
3/25/2008
	
12/28/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Quarter wave phase shifted diode detector circuit
	
7,456,746
	
8/31/2006
	
11/25/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Apparatus With Multiple Light Detectors And Methods Of Use And Manufacture.

 
	
7,897,912

 
	
5/25/2006
	
3/1/2011




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Synthetic Aperture Video Photometer System.
	
5,267,038
	
12/30/1988
	
11/20/1993

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multiaxis Photometric Inspection System & Method For Flat Panel Displays.
	
6,111,243
	
1/30/1998
	
8/29/2000

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Led Measuring Device.
	
7,022,969
	
5/14/2004
	
4/4/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Tube With External Adjustable Reactance For A Gas Discharge RF-Excited Laser.
	
7,480,323
	
5/17/2007
	
1/20/2009

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System And Method For Laser Beam Coupling Between Waveguide And Optics.
	
6,603,794
	
9/5/2001
	
9/5/2003

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser System And Method For Gain Medium With Output Beam Transverse Profile Tailoring Longitudinal Strips.
	
6,614,826
	
5/5/2000
	
9/2/2003

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser System And Method For Beam Enhancement.
	
6,198,759
	
12/27/1999
	
3/6/2001

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser With Heat Transfer System And Method.
	
6,198,758
	
12/27/1999

 
	
3/6/2001

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Assembly System And Method.
	
6,195,379
	
12/27/1999

 
	
2/27/2001

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
All Metal Electrode Sealed Gas Laser.
	
5,953,360
	
10/24/1997
	
9/14/1999

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
RF-Excited Gas Laser System.
	
5,602,865
	
11/14/1995
	
2/11/1997

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Tube with Distributed Taps for a Gas Discharge Re-Excited Laser
	
20120230362
	
9/13/2012
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Optic Protection
	
9,031,110
	
3/15/2013
	
5/12/2015




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Waveguide Beam Conditioning for a High Powered Laser
	
14,707,085
	
5/8/2015
	
Pending

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Resonator with Oarasitic Mode Supression
	
14,265,779

9,281,651
	
4/30/2014
	
2/17/2016

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multi-Pass Slab Laser with Internal Beam Shaping
	
14,297,654

9,231,362
	
6/6/2014
	
1/5/2016

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Laser Tube with Baffles
	
14,276,595

9,197,028
	
5/13/2014
	
11/24/2015

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
DATA STREAM TRANSMISSION PREPROCESSING
	
7,430,163
	
7/19/2004
	
9/30/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
AVERAGE EIRP CONTROL OF MULTIPLE ANTENNA TRANSMISSION SIGNALS
	
7,248,217
	
8/31/2005
	
7/24/2007

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYNCHRONIZATION OF MEDIA ACCESS CONTROL (MAC) SUPERFRAMES
	
7,480,515
	
9/29/2005
	
1/20/2009

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYNCHRONIZATION OF MEDIA ACCESS CONTROL (MAC) SUPERFRAMES
	
7,826,860
	
9/4/2008
	
11/2/2010

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
METHOD AND APPARATUS FOR CALIBRATING FILTERING OF A TRANSCEIVER
	
7,437,139
	
10/26/2005
	
10/14/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
METHOD AND APPARATUS FOR TRANSMITTER CALIBRATION
	
7,623,886
	
12/14/2005
	
11/24/2009

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
LINK QUALITY PREDICTION
	
7,440,412
	
3/13/2006
	
10/21/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
LINK QUALITY PREDICTION
	
7,719,999
	
9/4/2008
	
5/18/2010

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
REDUCING IMAGE SPECTRAL LEAKAGE DUE TO I-Q IMBALANCE
	
7,672,396
	
6/22/2006
	
3/2/2010




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
CONTROL OF AN ADJUSTABLE GAIN AMPLIFIER
	
7,417,500
	
6/19/2006
	
8/26/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
PHASE COMBINING DIVERSITY
	
7,324,794
	
9/29/2004
	
1/29/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
AVERAGE POWER CONTROL OF WIRELESS TRANSMISSION HAVING A VARIABLE DUTY CYCLE
	
7,733,979
	
3/21/2007
	
6/8/2010

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
ADJUSTING A TRANSMIT TIME OF A WIRELESS DEVICE
	
8,000,376
	
1/22/2008
	
8/16/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYNCHRONIZATION BAND SELECTION OF A FREQUENCY HOPPING WIRELESS RECEIVER
	
7,978,748
	
12/11/2007
	
7/12/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
GENERATING A FREQUENCY SWITCHING LOCAL OSCILLATOR SIGNAL
	
8,014,486
	
3/27/2008
	
9/6/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
RECEIVING WIRELESS SIGNALS WITH MULTIPLE DIVERSITY SETTINGS
	
7,965,787
	
7/10/2008
	
6/21/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
EMPIRICAL SCHEDULING OF NETWORK PACKETS
	
7,529,247
	
9/17/2003
	
5/5/2009

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
EMPIRICAL SCHEDULING OF NETWORK PACKETS USING A PLURALITY OF TEST PACKETS
	
7,876,692
	
12/17/2008
	
1/25/2011

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
EMPIRICAL SCHEDULING OF NETWORK PACKETS
	
7,911,963
	
4/29/2009
	
3/22/2011




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
EMPIRICAL SCHEDULING OF NETWORK PACKETS USING COARSE AND FINE TESTING PERIODS
	
7,468,948
	
10/28/2004
	
12/23/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
ENDPOINT PACKET SCHEDULING SYSTEM
	
7,339,923
	
10/31/2003
	
3/4/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
LOCAL AREA NETWORK CONTENTION AVOIDANCE
	
7,508,813
	
11/25/2003
	
3/24/2009

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
NETWORK CONNECTION DEVICE
	
7,453,885
	
10/13/2004
	
11/18/2008

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
METHOD AND SYSTEM FOR CORRECTION, MEASUREMENT AND DISPLAY OF IMAGES
	
12/883,004

2011-0063341
	
9/15/2010
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
ELECTRONIC COLOR AND LUMINANCE MODIFICATION
	
13/051,962

2012-0032971
	
3/18/2011
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
MONOCULAR STEREOSCOPIC ENDOSCOPE
	
11/644,033
	
12/22/2006
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
WIDE-VIEW DISPLAY SYSTEM FOR MEDICAL SURGICAL APPLICATIONS
	
11/715,711
	
3/7/2007
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYSTEM AND METHOD FOR ENHANCING LUMINANCE UNIFORMITY IN A LIQUID CRYSTAL DISPLAY DEVICE
	
11/809,033
	
5/30/2007
	
Not Applicable




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYSTEM AND METHOD OF DOUBLING THE DRIVING FREQUENCY TO AN LCD PANEL WITH A LIVE VIDEO SOURCE
	
12/006,324
	
12/31/2007
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
SYSTEM AND METHOD OF TESTING A RESISTIVE TOUCHSCREEN SENSOR TO DETERMINE PROPER COVER LAYER CONSTRUCTION
	
12/009,006
	
1/15/2008
	
Not Applicable

	
Novanta Inc. (f/k/a GSI Group Inc.)
	
United States
	
Cordless and Wireless Surgical Display System
	
62/253,606
	
11/10/2015
	
 

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Imaging System and Method Using a Reflective Background
	
8,170,322
	
3/22/2006
	
5/1/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Infusion pump having radiofrequency identification and optical imaging capabilities
	
7,743,975
	
4/11/2006
	
6/29/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Combined radio frequency identification and optical imaging module
	
7,766,235
	
3/9/2006
	
8/3/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Electrosurgical device having RFID and optical imaging capabilities
	
7,614,554
	
5/25/2006
	
11/10/2009

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method for Reducing Specular Reflection
	
8,320,702
	
9/28/2006
	
11/27/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Modular radio frequency identification unit
	
7,764,163
	
11/8/2006
	
7/27/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Antenna for combined RFID optical imager
	
7,631,809
	
1/25/2007
	
12/15/2009




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Method For Providing User Feedback In An Autoidentification System
	
7,942,329
	
8/14/07
	
5/17/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Optical Imaging Clinical Sampler
	
8,005,280
	
12/12/2007
	
8/23/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and method for logo identification and verification
	
8,162,219
	
1/9/2008
	
4/24/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method For Test Tube and Cap Identification
	
8,170,271
	
6/25/2008
	
5/1/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
One-Piece Optical Imager Housing and Method For Releasably Locking A One-Piece Housing Assembly
	
7,842,890
	
9/19/2008
	
11/30/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method for Detection of Liquid Level in a Vessel
	
7,982,201
	
9/8/2009
	
7/19/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method For Panoramic Image Stitching
	
8,319,823
	
11/3/2009
	
11/27/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method For Multiple View Machine Vision Target Location
	
8,321,055
	
11/3/2009
	
11/27/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Hand-held RFID and optical imaging device
	
D581,931
	
3/19/2007
	
12/2/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Hand held optical imager
	
D612,853
	
2/12/2009
	
3/30/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Hand held optical imager having side triggers
	
D612,855
	
5/28/2009
	
3/30/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Sled for a tablet computer
	
D689,057
	
11/8/2012
	
9/3/2013

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Sled for a tablet computer
	
D689,058
	
11/20/2012
	
9/3/2013

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Expedited Image Processing Method
	
12/195758
	
8/21/2008
	
Not Applicable




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multiple Platform Optical Imager Interface and Communication System
	
12/268561
	
11/11/2008
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Handheld Optical Imaging Device and Method
	
12/508689
	
7/24/2009
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
System and Method for Test Tube and Cap Identification
	
13/357,909
	
1/25/2012
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Automatic Exposure Calibration and Compensation for Machine Vision
	
13/562,894
	
7/31/2012
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Scenario Windowing For Expedited Decoding Of Multiple Barcodes
	
13/562,928
	
7/31/2012
	
Not Applicable

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Automatic Exposure Calibration and Compensation for Machine Vision
	
8,976,257
	
7/31/2012
	
3/10/2015

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Scenario Windowing for Expedited Decoding of Multiple Barcodes
	
9,016,581
	
7/31/2012
	
4/28/2015

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for Operating a Radio Device
	
13/036,182

8,330,580
	
2/28/2011
	
12/11/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for RFID Tag Placement
	
12/698,689

8,576,075
	
2/2/2010
	
11/5/2013

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatuses for RFID Tag Range Determination
	
12/611,687

8,446,254
	
11/3/2009
	
5/21/2013

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatuses For RFID Tag Range Determination
	
12/611,724

8,279,112
	
11/3/2009
	
10/2/2012

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and Methods for Power Supply Synchronization in Radio Frequency Identification (RFID) Readers
	
12/425,932

8,196,831
	
4/17/2009
	
6/12/2012




 




	

Grantor
	
Country
	

Title
	

Application/Publication, Patent No.
	

Filing Date
	

Issue Date

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and Methods for Q Value Determination
	
11/559,227

8,081,063
	
11/13/2006
	
12/20/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and Methods for Slot Classification
	
11/559,248

8,022,814
	
11/13/2006
	
9/20/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for RFID Tag Placement
	
11/459,634

7,683,780
	
7/24/2006
	
3/23/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for Operating a Radio Device
	
11/455,403

7,961,078
	
6/19/2006
	
6/14/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for Operating a Radio Device
	
11/455,508

7,999,658
	
6/19/2006
	
8/16/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Systems and Methods for Active Noise Cancellation in an RFID Tag Reader
	
11/422,075

7,706,764
	
6/3/2006
	
4/27/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Radio Frequency Identification Tag Reader
	
29/246,424

D533178
	
4/10/2006
	
12/5/2006

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Dynamically Reconfigurable Antennas for RFID Label Encoders/Readers
	
11/265,477

7,724,141
	
11/3/2005
	
5/25/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
RFID Reader System Incorporating Antenna Orientation Sensing
	
11/206,914

7,453,363
	
8/19/2005
	
11/18/2008

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Multi-Reader Coordination in RFID System
	
11/171,443

7,898,391
	
7/1/2005
	
3/1/2011

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
RFID Reader Front End
	
11/167,401

7,773,945
	
6/27/2005
	
8/10/2010

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
United States
	
Methods and Apparatus for Operating a Radio Device
	
10/448,053

7,075,412
	
5/29/2003
	
7/11/2006




 

Licenses

 

 

 

 

 





 




			
			
	
Licensor
	
Licensee
	
Patent Number(s)

	
Novanta Corporation (f/k/a GSI Group Corporation)
	
Prima U.S., Laserdyne Systems Division,
Laserdyne Prima Inc.
	
GSI/US - 5,339,103; 5,340,962; 5,521,374; 5,850,068




 


			
	
Licensor
	
Licensee
	
Trademark Number

	
Novanta Inc. (f/k/a GSI Group Inc.) and NDS Surgical Imaging, LLC
	
InoNet Computer GmbH
	
GSI Group Inc. /US - 3134178




 

 

 



 

SCHEDULE 6.12

Guarantors

Novanta Inc. (f/k/a GSI Group Inc.)

NDS Surgical Imaging, LLC

Novanta Technologies UK Limited (f/k/a GSI Group Limited)

 

 

 

 

 

 

 



 

SCHEDULE 7.02

Existing Indebtedness

[Omitted].

 

 



 

SCHEDULE 7.05

Certain Properties

None.

 

 

 

 

 

 

 



 

SCHEDULE 11.02

administrative agent’s OFFICE;
certain ADDRESSES FOR NOTICES

 

BORROWERS or GUARANTORS:

Novanta Inc. (f/k/a GSI Group Inc.)

125 Middlesex Turnpike

Bedford, MA  01730

Attention: Chief Financial Officer

 

With a copy to:

Novanta Inc. (f/k/a GSI Group Inc.)

125 Middlesex Turnpike

Bedford, MA  01730

Attention: Timothy Spinella

Telephone: ###-###-####

Telecopier: ###-###-####

Electronic Mail: ########################


	
   
	
And: ####################





	
Website Address:
	
www.novanta.com 




 

 

ADMINISTRATIVE AGENT:

 

Administrative Agent & Swing Line Lender Office:   
(For financial/loan activity – advances, pay down, interest/fee billing and payments, rollovers, rate-settings):

Robert Garvey

Bank of America

Mail Code: NC1-001-05-46

One Independence Center

101 N Tryon Street

Charlotte, NC  28255-0001

TELEPHONE: ###-###-####

FAX:  ###-###-####

EMAIL: ###################### 

 

Remittance Instructions: 

BANK OF AMERICA, NA

NEW YORK, NY

ABA ##########

ACCT # #############

NAME: Corporate Credit Services

REF: Novanta Group Corporation

 

 

 

 

 

L/C Issuer’s Office:

(For fee payments due LC Issuer only and new LC requests and amendments):

 



Trade Operations
Mail Code: PA6-580-02-30

1 Fleet Way  
Scranton, PA 18507

FAX: ###-###-####

EMAIL: ##################################### 

 

Remittance Instructions:

Bank of America, N.A. Charlotte, NC

ABA #: ###-###-### New York, NY

Account #: #####-######

Attn: Scranton Standby

Ref: Novanta Group Corporation & LC #

 

Other Notices as Administrative Agent: 

(For financial statements, compliance certificates, maturity extension and commitment change notices, amendments, consents, vote taking, etc.)

Bank of America – Gateway Village

Mail Code: NC1-026-06-03

900 West Trade Street
Charlotte NC 28255-0001

Attention: Mollie S. Canup

PHONE: ###-###-####

FAX: ###-###-####

EMAIL: #######################