exv10w23w1






Exhibit 10.23.1




MIRION TECHNOLOGIES, INC.

FIRST AMENDMENT TO

STOCKHOLDERS AGREEMENT



          THIS FIRST AMENDMENT (this “Amendment”), entered into as of February 15, 2006 to the
STOCKHOLDERS AGREEMENT (the “Agreement”), entered into as of December 22, 2005, by and
among MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation
(the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together
with its transferees, “ACAS”), and the other stockholders of the Corporation signatory
thereto. Capitalized terms used herein without definition shall have the meanings assigned thereto
in the Agreement.



W I T N E S S E T H:



          WHEREAS, the requisite parties to the Agreement desire to amend the Agreement in accordance
with Section 13.7 thereof.


          NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto,
and of the mutual benefits to be gained by the performance thereof, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for
themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and
agree as follows:


          Section 1. Amendment. The definition of “Original Cost” in Article 1 of the Agreement
is hereby deleted and replaced in its entirety as follows:




               “Original Cost” shall mean, initially, $100.00 per share, in the case of Common
Stock, $113.28 per share, in the case of Series A-1 Convertible Participating Preferred Stock,
$103.68 per share, in the case of Series A-2 Convertible Participating Preferred Stock, and the
applicable option or warrant exercise price, in the case of Corporation Securities which are
options or warrants. Original Cost of any Corporation Securities issued or sold after the date
hereof shall be the original purchase price thereof or, in the case of options or warrants, the
exercise price.


          Section 2. Miscellaneous.


          (a) Except as specifically amended above, the Agreement is and shall continue to be in full
force and effect.





 









 







          (b) This Amendment may be executed in two or more counterparts, each of which shall serve as
an original of the party executing the same, but all of which shall constitute but one and the same
agreement.


          (c) All headings set forth in this Amendment are intended for convenience only and shall not
control or affect the meaning, construction or effect of this Amendment or the Agreement or of any
of the provisions hereof or thereof.


          (d) This Amendment shall be deemed to be a contract governed by the laws of the State of
Delaware and shall for all purposes be construed in accordance with the laws of such state, without
reference to the conflicts of laws provisions thereof.


          Section 3. Ratification. The parties hereto hereby ratify and confirm the Agreement
as amended by this Amendment.


          Section 4. Authorization. This Amendment has been executed by ACAS, the Corporation
and the holders of at least fifty-one percent (51%) of the Common Stock subject to the Agreement
other than Common Stock owned by ACAS.



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          IN WITNESS WHEREOF, the parties have caused
this First Amendment to Stockholders
Agreement to be executed, by their duly
authorized officers or agents where
applicable, as of the same day and year
first above written.



	 	 	 	 	 	 	 	 	 	 	 
	MIRION TECHNOLOGIES, INC.	 	 	 	AMERICAN CAPITAL STRATEGIES,

LTD.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas D. Logan
 

Name: Thomas D. Logan
	 	 
	 	By:
	 	/s/ Robert Klein
 

Name: Robert Klein
	 	 
	 

	 	Title: Chief Executive Officer
	 	 
	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas D. Logan
 

Name: Thomas D. Logan
	 	 
	 	By:
	 	/s/ Michael S. Wilson
 

Name: Michael S. Wilson
	 	 
	 

	 	Title:
	 	 
	 	 	 	Title	 	 







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