exv10w23w3









Exhibit 10.23.3




MIRION TECHNOLOGIES, INC.

THIRD AMENDMENT TO

STOCKHOLDERS AGREEMENT





     THIS THIRD AMENDMENT (this “Amendment”) is entered into as of October 31, 2007, 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 persons signatory hereto representing the
holders of not less than fifty-one percent (51%) of the Common Stock of the Corporation other than
Common Stock owned by ACAS (collectively, the “Amending Stockholders”)



W I T N E S S E T H:




     WHEREAS, the Corporation, ACAS and the Corporation’s Stockholders are party to a Stockholders
Agreement dated December 22, 2005 (as amended, the “Agreement”);



     WHEREAS, the Corporation, ACAS and the Amending Stockholders desire to amend the Agreement in
accordance with Section 13.7 thereof; and



     WHEREAS, Capitalized terms used herein without definition shall have the meanings assigned
thereto in the Agreement.



     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. Section 3.5(c) of the Agreement is hereby amended and restated
in its entirety as follows:



     (a) “(c) ACAS will use reasonable commercial efforts to obtain the agreement of the
prospective transferee(s) to the participation of each other participating Other Stockholder in the
contemplated sale and will not Transfer any Corporation Securities to the prospective transferee(s)
if such transferee(s) refuses to allow the participation of each Other Stockholder electing to
participate in such transaction. In the event of the sale of multiple types of Corporation
Securities



 









 




(including Preferred Stock), the value to be paid thereunder with regard to any particular
class of securities will be assigned in the following manner:





     (i) all outstanding notes will be valued at their full outstanding principal amount
plus all accrued and unpaid interest, prepayment premiums and other fees and costs;




     (ii) all shares of Preferred Stock will be valued at the greater of (A) their
liquidation value (including rights to participate in distributions of common stock) plus,
without duplication, accrued and unpaid dividends and (B) if convertible into Common
Stock, their value under clause (iii) below as if they were converted to Common Stock; and




     (iii) any remaining value shall be allocated pro rata among shares of Common Stock
(on a Fully Diluted Basis in respect of Corporation Securities other than (x) Convertible
Preferred Stock if the value under clause (ii)(A) above is greater than the value under
clause (ii)(B) above and (y) Warrants with exercise prices greater than the value
allocable to them hereunder, but in any event, net of any exercise price payable by any
Warrant holder), with value allocated to Warrants based on the value of the shares of
Common Stock into which they are exercisable less any exercise price that would be payable
upon exercise.



     SECTION 2. Miscellaneous



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



     (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any party hereto under the
Stockholders Agreement, or constitute a waiver of any provision of any other agreement.



     (c) Upon the effectiveness hereof, each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof’ or words of like import referring to the Agreement and each reference in any
other agreement to “the Agreement”, “thereunder”, or “thereof’ or words of like import referring to
the Agreement, shall mean and be a reference to the Agreement as amended hereby.



     (d) This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same instrument.



     (e) 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.



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     (f) 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.



[Remainder of this page intentionally left blank]




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     IN WITNESS WHEREOF, the parties have caused this Amendment 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.

 	 
	 	By:  	 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN CAPTIAL STRATEGIES, LTD.

 	 
	 	By:  	/s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AMENDING STOCKHOLDERS

 	 
	 	 	 	 
	 	 	Thomas D. Logan 	 
	 	 	 	 
	 
	 	 	 
	 	 	 	 
	 	 	Antony Besso 	 
	 	 	 	 
	 



SIGNATURE PAGE TO THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT





 









 









     IN WITNESS WHEREOF, the parties have caused this Amendment 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.

 	 
	 	By:  	/s/ Thomas Logan
 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN CAPTIAL STRATEGIES, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AMENDING STOCKHOLDERS

 	 
	 	 	/s/ Thomas D. Logan
 	 
	 	 	Thomas D. Logan 	 
	 	 	 	 
	 
	 	 	 
	 	 	/s/ Antony Besso
 	 
	 	 	Antony Besso 	 
	 	 	 	 
	 



SIGNATURE PAGE TO THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT




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