ContractGse Systems Inc • August 8th, 2024 • Services-prepackaged software • Delaware
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MAKER. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • August 8th, 2024 • Gse Systems Inc • Services-prepackaged software
This Security Agreement (this “Agreement”), dated as of August 7, 2024, by and among GSE Systems, Inc., a Delaware corporation (the “Borrower”) and the other entities listed on the signature pages hereto (each, a “Grantor” and together with the Borrower, the “Grantors”), and Nuclear Engineering Holdings LLC, a Delaware limited liability company (the “Secured Party”).
AGREEMENT AND PLAN OF MERGERGse Systems Inc • August 8th, 2024 • Services-prepackaged software
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 8, 2024 (the “Execution Date”), is made and entered into by and among (i) Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), (ii) Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and (iii) GSE Systems, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, and the Company are referred to individually as a “Party” and collectively as the “Parties.”
GUARANTYGuaranty • August 8th, 2024 • Gse Systems Inc • Services-prepackaged software • New York
GUARANTY (the “Guaranty”), dated as of August 7, 2024, by GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance”), HYPERSPRING, LLC, a Delaware limited liability company (“Hyperspring”), ABSOLUTE CONSULTING, INC., a Delaware corporation (“Absolute”), GSE TRUE NORTH CONSULTING, LLC, a Delaware limited liability company (“GSE True”), GSE DESIGN & ANALYSIS, LLC, a Delaware limited liability company and formerly known as DP Engineering, LLC (“GSE Design & Analysis” and, collectively with GSE Performance, Hyperspring, Absolute, and GSE True, the “Guarantors” and each, a “Guarantor”) in favor of NUCLEAR ENGINEERING HOLDINGS LLC, a Delaware limited liability company (the “Lender”).
PLEDGE AGREEMENTPledge Agreement • August 8th, 2024 • Gse Systems Inc • Services-prepackaged software
This PLEDGE AGREEMENT (this “Agreement”) is made as of August 7, 2024, by and among GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance”), GSE SYSTEMS, INC., a Delaware corporation (“GSE” and together with GSE Performance, the “Pledgors”) and NUCLEAR ENGINEERING HOLDINGS LLC, a Delaware limited liability company (the “Secured Party”).
