Exhibit 10.2
AMENDMENT TO PREFERRED STOCK ISSUANCE AGREEMENT
This Amendment to Preferred Stock Issuance Agreement (the "Amendment")
is executed by and between ManTech International Corporation ("ManTech") and GSE
Systems, Inc. ("GSE") and is dated and effective September 29, 2003.
WHEREAS, ManTech and GSE previously entered into a Preferred Stock
Issuance Agreement dated December 5, 2001 (the "Agreement"); and
WHEREAS, the Agreement stipulates that the conversion price is $2.645
per share (hereinafter the "Stock Conversion Price"); and
WHEREAS, a Special Independent Negotiating Committee of the Board of
Directors of GSE recently authorized and approved a revision of the Stock
Conversion Price to $1.5526 per share; and
WHEREAS, the parties wish to amend certain provisions of the Agreement
in accordance with the foregoing.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. At Section 3.1, the Stock Conversion Price is revised from $2.645 per share
to $1.5526 per share throughout.
2. At Section 3.1, the penultimate sentence is revised to read as follows:
"Upon conversion under either (A) or (B), the Series A Preferred Stock
converts into an aggregate of 2,511,915 shares of GSE common stock at the
price of $1.5526 per share."
Except as otherwise stated herein, the terms and conditions of the
Agreement shall remain in full force and effect.
The parties hereby further agree that this Amendment shall be of no
force and effect in the event that the proposed ManTech and GP Strategies
Corporation deal is not consummated for any reason.
IN WITNESS WHEREOF, each of the parties has executed this Amendment on
the date indicated above.
ManTech International Corporation: GSE Systems, Inc.:
/s/ Xxxx X. Xxxxx, Xx. /s/ Xxxxxxx X. Xxxxx
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Signature Signature
Xxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxx
Name Name
Executive Vice President Senior Vice President
Title Title
