REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 7, 2006, by and between GSE Systems, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser")....Registration Rights Agreement • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software • New York
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (this "Agreement"), dated as of March 7, 2006, among Laurus Master Fund, Ltd. (the "Pledgee"), GSE Systems, Inc., a Delaware corporation ("GSE"), MSHI, Inc., a Virginia corporation ("MSHI"), GSE Power...Stock Pledge Agreement • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software
GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKSGrant of Security Interest • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. GSE SYSTEMS, INC.Security Agreement • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software • New York
THIS SECURED NON-CONVERTIBLE REVOLVING NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN...Secured Non-Convertible Revolving Note • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software
Control Agreement Regarding Limited Liability Company Interests AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this "Agreement"), dated as of March 7, 2006, among GSE Systems, Inc., a Delaware corporation (the...Control Agreement Regarding Limited Liability Company Interests • March 13th, 2006 • Gse Systems Inc • Services-prepackaged software • New York
