12
SUBSCRIPTION AGENT AGREEMENT
Date: [ ], 2001
Continental Stock Transfer & Trust Company
Attn: Reorganization Department
▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Gentlemen:
This Subscription Agent Agreement (this 'Agreement') will define the
services that Continental Stock Transfer & Trust Company ('Continental'), as
Subscription Agent and Transfer Agent, will provide to GSE Systems, Inc., a
Delaware corporation (the 'Company'), in connection with the subscription offer
described below and compensation that the Company will pay to Continental for
such services.
The Company is making an offer to issue (the 'Subscription Offer') to
the holders of record of its outstanding shares of Common Stock par value $0.01
per share (the 'Common Stock'), at the close of business on [ __________________
] (the 'Record Date'), the right to subscribe for and purchase (each a 'Right')
shares of Common Stock (the 'Additional Common Stock') at a purchase price of
$2.53 per share (the 'Subscription Price'), payable by cashier's or certified
check or wire transfer, upon the terms and conditions set forth herein. The term
'Subscribed' shall mean submitted for purchase from the Company by a stockholder
in accordance with the terms of the Subscription Offer, and the term
'Subscription' shall mean any such submission. The Subscription Offer will
expire at 5:00 p.m., Eastern Time, on [ ________________ ] (the 'Expiration
Time'), unless the Company shall have extended the period of time for which the
Subscription Offer is open, in which event the term 'Expiration Time' shall mean
the latest time and date at which the Subscription Offer, as so extended by the
Company from time to time, shall expire.
The Company filed a Registration Statement with respect to the Rights
and the Additional Common Stock with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on [ ], 2001. The terms of the
Additional Common Stock are more fully described in the Prospectus forming part
of the Registration Statement, and the accompanying Letter of Instruction.
Copies of the Prospectus, the Letter of Instruction and the Notice of Guaranteed
Delivery are annexed hereto as Exhibit 1, Exhibit 2 and Exhibit 3, respectively.
All terms used and not defined herein shall have the same meaning as in the
Prospectus.
The Rights are evidenced by subscription warrants (the 'Warrants'), a
copy of the form of which is annexed hereto as Exhibit 4. The Warrants entitle
the holders to subscribe, upon payment of the Subscription Price, for shares of
Additional Common Stock at the rate of one share for each Right evidenced by a
Warrant (the 'Basic Subscription Privilege'). No fractional shares will be
issued; in the event that a fractional Right would be calculated for a holder as
a result of the ratio described above, the number of Rights to be granted to
such holder will be rounded up to the nearest full Right. After the initial
allocation of Additional Common Stock pursuant to the exercise by holders of
their Basic Subscription Privilege, Subscription Agent shall allocate any
remaining shares of Additional Common Stock to those Rights holders exercising
their Basic Subscription Privilege in full, and who subscribe for and pay the
Subscription Price with respect to such shares, on a pro-rata basis to their
Basic Subscription Privilege (the 'Oversubscription Privilege'). Reference is
made to the Prospectus for a complete description of the Basic Subscription
Privilege and the Oversubscription Privilege. Rights (and the Warrants
evidencing such Rights) may be transferred only in limited circumstances as
further described herein and in the Prospectus.
The Company hereby appoints Continental as Subscription Agent (the
'Subscription Agent') for the Subscription Offer and agrees with Continental as
follows:
1. As Subscription Agent, Continental is authorized and directed to:
(A) Issue the Warrants in accordance with this Agreement in the names
of the holders of the Common Stock of record on the Record Date, keep such
records as are necessary for the purpose of recording such issuance, and furnish
a copy of such records to the Company. The Warrants may be signed on behalf of
the Subscription Agent by the manual or facsimile signature of a Vice President
or Assistant Vice President of the Subscription Agent, or any of its other
authorized officers.
(B) Promptly after the Subscription Agent receives the Record
Stockholders List:
(a) mail or cause to be mailed, by first class mail, to each
holder of Common Stock of record on the Record Date whose address of
record is within the United States, (i) a Warrant evidencing the
Rights to which such stockholder is entitled under the Subscription
Offer, (ii) a copy of the Prospectus, (iii) a Letter of Instruction,
(iv) a Notice of Guaranteed Delivery and (v) a return envelope
addressed to the Subscription Agent; and
(b) mail or cause to be mailed, by air mail, to each holder
of Common Stock of record on the Record Date whose address of record
is outside the United States and Canada, or is an A.P.O. or F.P.O.
address (i) a copy of the Prospectus, (ii) a Notice of Guaranteed
Delivery and (iii) a Letter of Instruction (different from the Letter
of Instruction sent to stockholders whose address of record is within
the United States and Canada). The Subscription Agent shall refrain
from mailing Warrants issuable to any holder of Common Stock of record
on the Record Date whose address of record is outside the United
States, or is an A.P.O. or F.P.O. address, and hold such Warrants for
the account of such stockholder subject to such stockholder making
satisfactory arrangements with the Subscription Agent for the exercise
or other disposition of the Rights evidenced thereby, and follow the
instructions of such stockholder for the exercise, sale or other
disposition of such Rights if such instructions are received at or
before [ _____ ] a.m., Eastern Time, on the third business day prior
to the Expiration Time.
(C) Mail or deliver a copy of the Prospectus (i) to each
assignee or transferee of Warrants upon the receipt by the Subscription Agent of
appropriate documents to register the assignment or transfer thereof (to the
extent such assignment or transfer is permitted) and (ii) with certificates for
shares of Additional Common Stock when such are issued to persons other than the
registered holder of the Warrant.
(D) Accept Subscriptions upon the due exercise (including payment of
the Subscription Price) on or prior to the Expiration Time of Rights in
accordance with the terms of the Warrants and the Prospectus.
(E) Subject to the next sentence, accept Subscriptions from
stockholders whose Warrants are alleged to have been lost, stolen or destroyed
upon receipt by the Subscription Agent of an affidavit of theft, loss or
destruction and a bond of indemnity in form and substance satisfactory to the
Subscription Agent, accompanied by payment of the Subscription Price for the
total number of shares of Additional Common Stock Subscribed for. Upon receipt
of such affidavit and bond of indemnity and compliance with any other applicable
requirements, stop orders shall be placed on said Warrants and the Subscription
Agent shall withhold delivery of the shares of Additional Common Stock
Subscribed for until after the Warrants have expired and it has been determined
that the Rights evidenced by the Warrants have not otherwise been purported to
have been exercised or otherwise surrendered.
(F) Accept Subscriptions, without further authorization or direction
from the Company, without procuring supporting legal papers or other proof of
authority to sign (including without limitation proof of appointment of a
fiduciary or other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(a) if the Warrant is registered in the name of a fiduciary
and is executed by and the Additional Common Stock is to be issued in
the name of such fiduciary;
(b) if the Warrant is registered in the name of joint
tenants and is executed by one of the joint tenants, provided the
certificate representing the Additional Common Stock is issued in the
names of, and is to be delivered to, such joint tenants;
(c) if the Warrant is registered in the name of a
corporation and is executed by a person in a manner which appears or
purports to be done in the capacity of an officer, or agent thereof,
provided the Additional Common Stock is to be issued in the name of
such corporation; or
(d) if the Warrant is registered in the name of an
individual and is executed by a person purporting to act as such
individual's executor, administrator or personal representative,
provided, the Additional Common Stock is to be registered in the name
of the subscriber as executor or administrator of the estate of the
deceased registered holder and there is no evidence indicating the
subscriber is not the duly authorized representative that he purports
to be.
(G) Accept Subscriptions not accompanied by Warrants if submitted by a
firm having membership in the New York Stock Exchange, the American Stock
Exchange or another national securities exchange or by a commercial bank or
trust company having an office in the United States together with the Notice of
Guaranteed Delivery and accompanied by proper payment for the total number of
shares of Additional Common Stock Subscribed for.
(H) Accept Subscriptions even though unaccompanied by Warrants, under
the circumstances and in compliance with the terms and conditions set forth in
the Prospectus under the heading 'The Rights Offering -- Special Procedures'
under 'Notice of Guaranteed Delivery Form'.
(I) Refer to the Company for specific instructions as to acceptance or
rejection of Subscriptions received after the Expiration Time, Subscriptions not
authorized to be accepted pursuant to this Paragraph 1, and Subscriptions
otherwise failing to comply with the requirements of the Prospectus and the
terms and conditions of the Warrants.
(J) Upon acceptance of a Subscription:
(a) hold all monies received in a special account for the
benefit of the Company. Promptly following the Expiration Time the
Subscription Agent shall distribute to the Company the funds in such
account and issue certificates for shares of Additional Common Stock
issuable with respect to Subscriptions which have been accepted.
(b) advise the Company daily by telecopy and confirm by
letter to the Company, attention of ▇▇▇▇ ▇. ▇▇▇▇▇, an officer of the
Company (the 'Company Representative'), as to the total number of
shares of Additional Common Stock Subscribed for, total number of
Rights sold, total number of Rights partially Subscribed for and the
amount of funds received, with cumulative totals for each; and in
addition advise the Company Representative, by telephone at (410)
772-3500 confirmed by telecopy, of the amount of funds received
identified in accordance with (a) above, deposited, available or
transferred in accordance with (a) above, with cumulative totals; and
(c) as promptly as possible but in any event on or before
3:30 p.m., Eastern Time, on the first full business day following the
Expiration Time, advise the Company Representative in accordance with
(b) above of the number of shares of Additional Common Stock
Subscribed for, the number of Subscription guarantees received and the
number of shares of Additional Common Stock unsubscribed for.
2. Registration of Warrants:
(a) The Warrants shall be issued in registered form only.
The Subscription Agent shall act as the Transfer Agent and Registrar
for the Warrants, which shall keep books and records of the
registration and transfers and exchanges of Warrants (such books and
records are hereinafter called the 'Warrant Register').
(b) All Warrants issued upon any registration of transfer or
exchange of Warrants shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits
under this Agreement, as the Warrants surrendered for such
registration of transfer or exchange.
(c) As a general matter, neither the Rights nor the Warrants
are transferable and the Subscription Agent is not authorized to
recognize the validity of any purported transfer, except that the
Rights holder may transfer the Rights in whose name the Warrant was
issued to a Permitted Transferee (as defined below) of such Rights
holder it has established to the Subscription Agent's satisfaction
that the person to whom the shares of Additional Common Stock are to
be delivered is a Permitted Transferee of such Rights holder. Any
Warrant when duly endorsed to a Permitted Transferee of the Transferor
thereof shall be deemed negotiable to such Permitted Transferee, and
when a Warrant shall have been so endorsed the Permitted Transferee
thereof may be treated by the Company, the Subscription Agent and all
other persons dealing therewith as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented
thereby, any notice to the contrary notwithstanding, but until such
transfer is registered in the Warrant Register, the Company and the
Subscription Agent may treat the registered holder thereof as the
owner for all purposes.
(d) Notwithstanding the general prohibition on transfers of
rights and Warrants, the Subscription Agent is authorized to divide
Warrants upon receipt of an affidavit of a record holder of Rights
stating that such record holder is a nominee holder only for multiple
beneficial owners and that the Subscription Warrants received do not
permit an equitable allocation of Rights among such beneficial owners.
In such event, the Subscription Agent will exchange such originally
issued subscription Warrant for such additional Subscription Warrants
as necessary to permit equitable allocation of whole Rights to such
beneficial owners to be exercised by the holder of record in name
of such beneficial owners.
(e) The Transfer Agent is authorized to accept applications
to transfer Warrants only to Permitted Transferees (as defined herein)
and to act therein as a Transfer Agent for this limited purpose,
without further authorization or direction from the Company, without
procuring supporting legal papers or other proof of authority to sign
(including without limitation proof of appointment of a fiduciary or
other person acting in a representative capacity), and without
signatures of co-fiduciaries, co-representatives or any other person:
(i) if a Warrant is registered in the name of a
fiduciary and is executed by, and the shares of Additional
Common Stock are to be issued in the name of, such
fiduciary;
(ii) if a Warrant is registered in the name of
joint tenants and is executed by one of the joint tenants,
provided the certificate representing the shares of
Additional Common Stock is issued in the names of, and is to
be delivered to, such joint tenants;
(iii) if a Warrant is registered in the name of a
corporation and is executed by a person in a manner which
appears or purports to be done in the capacity of an
officer, or agent thereof, provided the shares of Additional
Common Stock are to be issued in the name of such
corporation; or
(iv) if a Warrant is registered in the name of an
individual and is executed by a person purporting to act as
such individual's executor, administrator or personal
representative, provided, the shares of Additional Common
Stock are to be registered in the name of the subscriber as
executor or administrator of the estate of the deceased
registered holder and there is no evidence indicating the
subscriber is not the duly authorized representative that he
purports to be.
For purposes of this Agreement, the term 'Permitted Transferees'
means: a Rights holder's immediate relatives, i.e., spouse, children
and parents; entities wholly owned and controlled by such Rights
holder; if the Rights holder is a corporation or a partnership owned
or controlled by one person or entity, the person or entity that owns
or controls such Rights holder; if the Rights holder is a trust, the
settlors, grantors, trustees or beneficiaries of such Rights holder or
immediate relatives or entities wholly owned or controlled by such
settlors, grantors, trustees or beneficiaries; and transferees by
operation of law in the event of death or dissolution of the Rights
holder.
In any transfer, the Subscription Agent may rely on the
certification of the Rights holder set forth on the Warrant that the
transferee is a permitted Transferee. The Subscription Agent may at
its option, and at the request of the Company shall, request proper
showing of the Rights holder's relationship to the transferee, and, if
the Subscription Agent is not satisfied, it may refuse to acknowledge
or give effect to the purported transfer.
3. The Subscription Agent will follow its regular procedures to
attempt to reconcile any discrepancies between the number of shares of
Additional Common Stock that any Warrant may indicate are to be issued to a
stockholder and the number that the Record Stockholders List indicates may be
issued to such stockholder. In any instance where the Subscription Agent cannot
reconcile such discrepancies by following such procedures, the Subscription
Agent will consult with the Company for instructions as to the number of shares
of Additional Common Stock, if any, the Subscription Agent is authorized to
issue. In the absence of such instructions, the Subscription Agent is authorized
not to issue any shares of Additional Common Stock to such stockholder.
4. The Subscription Agent will examine the Warrants received by it to
ascertain whether they appear to the Subscription Agent to have been completed
and executed in accordance with the applicable Letter of Instruction. In the
event the Subscription Agent determines that any Warrant does not appear to it
to have been properly completed or executed, or where the Warrants do not appear
to it to be in proper form for Subscription, or any other irregularity in
connection with the Subscription appears to it to exist, the Subscription Agent
will follow, where possible, its regular procedures to attempt to cause such
irregularity to be corrected. The Subscription Agent is not authorized to waive
any irregularity in connection with the Subscription, unless the Subscription
Agent shall have received from the Company the Warrant which was delivered, duly
dated and signed by an authorized officer of the Company, indicating that any
irregularity in such Warrant has been cured or waived and that such Warrant has
been accepted by the Company. If any such irregularity is neither corrected nor
waived, the Subscription Agent will return to the subscribing stockholder (at
its option by either first class mail under a blanket surety bond or insurance
protecting the Subscription Agent and the Company from losses or liabilities
arising out of the non-receipt or nondelivery of Warrants or by registered mail
insured separately for the value of such Warrants) to such stockholder's address
as set forth in the Subscription any Warrants surrendered in connection
therewith and any other documents received with such Warrants, and a letter of
notice to be furnished by the Company explaining the reasons for the return of
the Warrants and other documents.
5. Each document received by the Subscription Agent relating to its
duties hereunder shall be dated and time stamped when received.
6. Sufficient Shares:
(a) For so long as this Agreement shall be in effect, the
Company will reserve for issuance and keep available free from
preemptive rights a sufficient number of shares of Additional Common
Stock to permit the exercise in full of all Rights issued pursuant to
the Subscription Offer. Subject to the terms and conditions of this
Agreement, Continental will, as the Transfer Agent for the Common
Stock, issue certificates evidencing the appropriate number of shares
of Additional Common Stock as required from time to time in order to
effectuate the Subscriptions.
(b) The Company shall take any and all action, including
without limitation obtaining the authorization, consent, lack of
objection, registration or approval of any governmental authority, or
the taking of any other action under the laws of the United States of
America or any political subdivision thereof, to insure that all shares
of Additional Common Stock issuable upon the exercise of the Warrants
at the time of delivery of the certificates therefor (subject to
payment of the Subscription Price) will be duly and validly issued and
fully paid and nonassessable shares of Common Stock, free from all
preemptive rights created by the Company with respect thereto.
7. If certificates representing shares of Additional Common Stock are
to be delivered by the Subscription Agent to a person other than the person in
whose name a surrendered Warrant is registered, the Subscription Agent will
issue no certificate for Additional Common Stock until the Warrant so
surrendered has been properly endorsed by or on behalf of the Rights holder in
whose name the Warrant was issued and such Rights holder has established to the
Subscription Agent's satisfaction that the person to whom the shares of
Additional Common Stock are to be delivered is a Permitted Transferee of such
Rights holder, and the person requesting such exchange has paid any transfer or
other taxes or governmental charges required by reason of the issuance of a
certificate for Additional Common Stock in a name other than that of the
registered holder of the Warrant surrendered, or has established to the
satisfaction of the Subscription Agent that any such tax or charge either has
been paid or is not payable.
8. Should any issue arise regarding federal income tax reporting or
withholding, the Subscription Agent will take such action as the Company
instructs it in writing.
9. The Company may terminate this Agreement at any time by so
notifying the Subscription Agent in writing. The Subscription Agent may
terminate this Agreement upon 60 days prior written notice to the Company. Upon
any such termination, the Subscription Agent shall be relieved and discharged of
any further responsibilities with respect to its duties hereunder. Upon payment
of all the Subscription Agent's outstanding fees and expenses, the Subscription
Agent will forward to the Company or its designee promptly any Warrant or other
document relating to the Subscription Agent's duties hereunder that the
Subscription Agent may receive after its appointment has so terminated. Sections
11, 12, and 14 of this Agreement shall survive any termination of this
Agreement.
10. As agent for the Company hereunder the Subscription Agent:
(a) shall have no duties or obligations other than those
specifically set forth herein or as may subsequently be agreed to in
writing by the Subscription Agent and the Company;
(b) shall have no obligation to issue any shares of
Additional Common Stock unless the Company shall have provided a
sufficient number of certificates for such Additional Common Stock;
(c) shall be regarded as making no representations and
having no responsibilities as to the validity, sufficiency, value, or
genuineness of any Warrants surrendered to the Subscription Agent
hereunder or shares of Additional Common Stock issued in exchange
therefor, and will not be required to or be responsible for and will
make no representations as to, the validity, sufficiency, value or
genuineness of the Subscription Offer;
(d) shall not be obligated to take any legal action
hereunder; if, however, the Subscription Agent determines to take any
legal action hereunder, and where the taking of such action might, in
its judgment, subject or expose it to any expense or liability it
shall not be required to act unless it shall have been furnished with
an indemnity satisfactory to it;
(e) may rely on and shall be fully authorized and protected
in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other
document or security delivered to the Subscription Agent and believed
by it to be genuine and to have been signed by the proper party or
parties;
(f) shall not be liable or responsible for any recital or
statement contained in the Prospectus or any other documents relating
thereto;
(g) shall not be liable or responsible for any failure on
the part of the Company to comply with any of its covenants and
obligations relating to the Subscription Offer, including without
limitation obligations under applicable securities laws;
(h) may rely on and shall be fully authorized and protected
in acting or failing to act upon the written, telephonic or oral
instructions with respect to any matter relating to the Subscription
Agent covered by this Agreement (or supplementing or qualifying any
such actions) of officers of the Company;
(i) may perform any of the Subscription Agent's duties
hereunder either directly or by or through agents or attorneys; and
(j) is not authorized, and shall have no obligation, to pay
any brokers, dealers, or soliciting fees to any person.
11. In the event any question or dispute arises with respect to the
proper interpretation of the Subscription Offer or the Subscription Agent's
duties hereunder or the rights of the Company or of any stockholders
surrendering Warrants pursuant to the Subscription Offer, the Subscription Agent
shall not be required to act and shall not be held liable or responsible for its
refusal to act until the question or dispute has been judicially settled (and,
if appropriate, the Subscription Agent may file a suit in interpleader or for a
declaratory judgment for such purpose) by final judgment rendered by a court of
competent jurisdiction, binding on all parties interested in the matter which is
no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to the Subscription Agent and executed by the Company
and each such stockholder and party. In addition, the Subscription Agent may
require for such purpose, but shall not be obligated to require, the execution
of such written settlement by all the stockholders and all other parties that
may have an interest in the settlement.
12. Whether or not any Warrants are surrendered to the Subscription
Agent, for its services as Subscription Agent hereunder, the Company shall pay
to the Subscription Agent compensation in accordance with the fee schedule
attached as Exhibit A hereto, together with reimbursement for out-of-pocket
expenses.
13. The Company covenants to indemnify and hold the Subscription Agent
and its officers, directors, employees, agents, contractors, subsidiaries and
affiliates harmless from and against any loss, liability, damage or expense
(including without limitation any loss, liability, damage or expense incurred
for accepting Warrants tendered without a signature guarantee and the fees and
expenses of counsel) incurred (a) without gross negligence or bad faith or (b)
as a result of its acting or failing to act upon the Company's instructions,
arising out of or in connection with the Subscription Offer, this Agreement or
the administration of the Subscription Agent's duties hereunder, including
without limitation the costs and expenses of defending and appealing against any
action, proceeding, suit or claim in the premises. The Subscription Agent shall
promptly notify the Company of any action, proceeding, suit or claim by letter
or telex or facsimile transmission confirmed by letter. The Company shall be
entitled to participate at its own expense in the defense of any such action,
proceeding, suit or claim.
14. If any provision of this Agreement shall be held illegal, invalid,
or unenforceable by any court, this Agreement shall be construed and enforced as
if such provision had not been contained herein and shall be deemed an Agreement
among us to the full extent permitted by applicable law.
15. The Company represents and warrants that (a) it is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the
Subscription Offer and the execution, delivery and performance of all
transactions contemplated thereby (including without limitation this Agreement)
have been duly authorized by all necessary corporate action and will not result
in a breach of or constitute a default under the certificate of incorporation or
bylaws of the Company or any indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation
of it, (d) the Subscription Offer will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is no
litigation pending or threatened as of the date hereof in connection with the
Subscription Offer.
16. In the event that any claim of inconsistency between this
Agreement and the terms of the Subscription Offer arise, as they may from time
to time be amended, the terms of the Subscription Offer shall control, except
with respect to the duties, liabilities and rights, including compensation and
indemnification of the Subscription Agent as Subscription Agent, which shall be
controlled by the terms of this Agreement.
17. Set forth in Exhibit B hereto is a list of the names and specimen
signatures of the persons authorized to act for the Company under this
Agreement. The Secretary of the Company shall, from time to time, certify to the
Subscription Agent the names and signatures of any other persons authorized to
act for the Company under this Agreement.
18. Except as expressly set forth elsewhere in this Agreement, all
notices, instructions and communications under this Agreement shall be in
writing, shall be effective upon receipt and shall be addressed, if to the
Company, to its address set forth beneath its signature to this Agreement, or,
if to the Subscription Agent: Continental Stock Transfer & Trust Company, Attn:
Reorganization Department, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or to such other
address as a party hereto shall notify the other parties.
19. This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland, without giving effect to conflict of
laws rules or principles, and shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto; provided that this Agreement
may not be assigned by any party without the prior written consent of all other
parties.
20. No provision of this Agreement may be amended, modified or waived,
except in a written document signed by both parties.
Please acknowledge receipt of this letter and confirm Continental's
agreement concerning Continental's appointment as Subscription Agent, and the
arrangements herein provided, by signing and returning the enclosed copy hereof,
whereupon this Agreement and the Subscription Agent's acceptance of the terms
and conditions herein provided shall constitute a binding Agreement between us.
Very truly yours,
GSE SYSTEMS, INC.
By __________________________________
NAME: ▇▇▇▇ ▇. ▇▇▇▇▇
TITLE: Senior Vice President
Accepted as of the date above first written:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
as subscription agent
By _____________________________________
TITLE:
BA3#185948