CONSENT
TO
NOTE AND EQUITY PURCHASE AGREEMENT
CONSENT, dated as
of December 22, 2005 (this “ Agreement ”),
to the Amended and Restated Note and Equity Purchase Agreement,
dated November 10, 2004, as amended (as the same may be
amended, supplemented or modified from time to time in accordance
with its terms, the “ Amended and Restated Purchase
Agreement ”), by and Global Dosimetry Solutions, Inc., a
Delaware corporation (the “ Company ”), the
securities purchasers that are now and hereafter at any time
parties thereto (each a “ Purchaser ” and
collectively, “ Purchasers ”), and AMERICAN
CAPITAL FINANCIAL SERVICES; INC., a Delaware corporation (“
ACFS ”), as administrative agent for Purchasers (in
such capacity “ Agent ”). All capitalized terms
used herein and not otherwise defined shall have the meanings
assigned to such terms in the Note Purchase Agreement.
WHEREAS, the
Company wishes to enter into the Master Restructuring Agreement and
Plan of Merger (“ Restructuring Agreement ”), by
and among the Company, Global Monitoring Systems, Inc. (“
GMS ”) and the other parties listed therein, in the
manner set forth in the Restructuring, Agreement, in the form
attached hereto as Exhibit A , in order to effect a
reorganization of the overall corporate structure of the Company;
and
WHEREAS, the
Company has requested that the Purchasers consent to the
transactions involving the Company under the Restructuring
Agreement and waive breach of any covenants violated thereby;
and
WHEREAS, it is a
condition to the Agreement by the Agent that GMS, enter into the
Guaranty in the form attached hereto as Exhibit B , and
that GMS enter into a Pledge and Security Agreement in the form
attached hereto as Exhibit C .
NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and
covenants herein contained, the Company, each Purchaser and the
Agent agrees as follows:
1.1
The Purchasers hereby consent to the transactions involving the
Company under the Restructuring Agreement and hereby waive breach
of any covenant in the Amended and Restated Purchase Agreement
violated as a result of such transaction.
The provisions set
forth in Article 1 hereof shall be effective as of the date on
which GMS shall have entered into the Pledge and Security Agreement
and Guaranty and the Agent shall have received this Agreement,
executed and delivered by the Company, the Agent and each Purchaser
(the “ Agreement Effective Date ”).
REPRESENTATIONS AND
WARRANTIES
In order to induce
the Agent and the Purchasers to enter into this Agreement, the
Company represents and warrants to the Agent and each Purchaser,
that:
1.
Corporate Power and Authority . As of the Agreement
Effective Date, the Company has all requisite power and authority
to enter into this Agreement, and to carry out the transactions
contemplated hereby. The execution, delivery and performance of
this Agreement has been duly authorized by all necessary action on
the part of the Company that is a party to this
Agreement.
2. No
Conflict; Governmental Consents . The execution and delivery by
the Company of the Agreement and the consummation of the
transaction contemplated hereby, do not and will not (i) conflict
in any material respect with or
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