MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 19th, 2019 • Gse Systems Inc • Services-prepackaged software • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of February 15, 2019 (the “Effective Date”), is entered into between DP Engineering Ltd. Co., a Texas limited liability company the “Company”), Steven L. Pellerin, an individual resident in the State of Texas and Christopher A. Davenport, an individual resident in the State of Texas (collectively, “Sellers”), GSE Performance Solutions, Inc., a Delaware corporation (“Buyer”), and Steven L. Pellerin, as a representative of the Sellers (the “Seller Representative”). Sellers may also be individually referred to as a “Seller Party” and, collectively, as the “Seller Parties.” Sellers, the Company and Buyer may be individually referred to as a “Party” and, collectively, as the “Parties.”
THIRD AMENDMENT AND REAFFIRMATION AGREEMENTThird Amendment and Reaffirmation Agreement • February 19th, 2019 • Gse Systems Inc • Services-prepackaged software • Delaware
THIS THIRD AMENDMENT AND REAFFIRMATION AGREEMENT is dated as of February 15, 2019 (this “Agreement”), by and among GSE SYSTEMS, INC., a Delaware corporation (“Parent”), GSE PERFORMANCE SOLUTIONS, INC., a Delaware corporation (“GSE Performance” and collectively with Parent, the “Borrowers” and each a “Borrower”), GSE TRUE NORTH CONSULTING, LLC, a Delaware limited liability company (“True North”), HYPERSPRING, LLC, a Delaware limited liability company (“Hyperspring”), ABSOLUTE CONSULTING, INC., a Delaware corporation (“Absolute” and together with True North and Hyperspring collectively, the “Existing Guarantors” and each an “Existing Guarantor”), DP ENGINEERING LTD. CO., a Texas limited liability company (“DP Engineering” and together with the Existing Guarantors collectively, the “Guarantors” and each a “Guarantor” and together with the Borrowers collectively, the “Loan Parties” and each a “Loan Party”), and CITIZENS BANK, NATIONAL ASSOCIATION (the “Bank”). Capitalized terms used herein
