GSE HOLDING, INC. COMMON STOCK Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
GSE Holding, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell an aggregate of shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the shares of the Firm Stock, are being sold by the Company and by the Selling Stockholders. In addition, certain Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
This Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Jeffery D. Nigh (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
This Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Gregg Taylor (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).
AMENDMENT NO. 1 TO IPO BONUS AND DIVIDEND BONUS LETTER AGREEMENTIpo Bonus and Dividend Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
This Amendment No. 1 to the IPO Bonus and Dividend Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Mark C. Arnold (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the IPO Bonus and Dividend Bonus Letter Agreement (as defined below).
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
This Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) William F. Lacey (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
This Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Mark C. Arnold (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).
