THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE
SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED
AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF EVIDENCE
SATISFACTORY TO THE COMPANY AND ITS COUNSEL (INCLUDING, AT THE COMPANY'S OPTION,
AN OPINION OF COUNSEL) THAT REGISTRATION IS NOT REQUIRED FOR SUCH OFFER OR
TRANSFER AND THAT SUCH OFFER OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY
THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE
SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL
AND STATE SECURITIES LAWS.
No. A-1 Warrant to Purchase X,XXX Shares of Common Stock
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF GSE SYSTEMS, INC. Dated:
February 28, 2006
THIS CERTIFIES THAT, for value received,
**[INSERT INVESTOR NAME]**
or registered assigns, is entitled to purchase from GSE SYSTEMS, Inc., a
Delaware corporation (the "Company"), at any time and from time to time on or
after the date hereof (the "Effective Time") and on or before 5:00 p.m., New
York City time, on February 28, 2011 (the "Expiration Date"), X,XXX fully paid
and non-assessable shares (the "Warrant Shares") of common stock, par value $.01
per share, of the Company (the "Common Stock"), subject to the adjustments and
on the terms and conditions hereinafter set forth, at the exercise price per
Warrant Share equal to 110% of the closing price of the Company's common stock
on the closing date of the Series A Cumulative Convertible Preferred Stock
offering (as such price may be adjusted from time to time in accordance with the
terms of this Agreement, the "Exercise Price").
Section 1. Transfer and Exchange.
1.1. Transfer. This Warrant shall be transferable subject to compliance
with all federal and state securities laws and may be distributed by the holder
hereof (hereinafter the "Holder") to the Company or, with the prior written
consent of the Company, not to be unreasonably withheld, to Affiliates (as
defined below) or successors of the Holder, who in each case are "accredited
investors" as defined in Regulation D promulgated under the Securities Act of
1933, upon (a) delivery of the Warrant, accompanied by a written instrument or
instruments of transfer in form reasonably acceptable to the Company, duly
executed by the Holder or by the duly appointed legal representative thereof or
by a duly authorized attorney; and (b) accompanied by an opinion of counsel
reasonably satisfactory to counsel for the issuer that such transfer is in
compliance with all federal and state securities laws. "Affiliate," as used in
this Section 1, means any person or entity that controls, is controlled by or is
under common control with any owner or member of the Holder.
Section 1.2. Exchange. This Warrant may be exchanged at the option of the
Holder for another Warrant or Warrants of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares. Such request
must be in writing delivered to the Company, and be accompanied by this Warrant
properly endorsed at the principal office of the Company.
Section 2. Exercise of Warrants.
(a) Subject to the terms of this Warrant, this Warrant may be exercised at
any time in whole and from time to time in part, at the option of the Holder, on
or after the Effective Time and on or prior to the Expiration Date. This Warrant
shall initially be exercisable in whole or in part for an aggregate of X,XXX
fully paid and nonassessable shares of Common Stock for an exercise price per
share equal to the Exercise Price, by delivery to the Company of:
(i) a completed Election to Purchase, in the form set forth in
Exhibit I, executed by the Holder exercising all or part of the purchase
rights represented by this Warrant;
(ii) this Warrant;
(iii) if this Warrant is not registered in the name of the initial
registered Holder, an assignment in the form set forth in Exhibit II hereto
evidencing the assignment of this Warrant to the current Holder; and
(iv) payment of an amount equal to the product of the Exercise Price
multiplied by the number of shares of Common Stock being purchased upon
such exercise in the form of, at the Holder's option, (A) a certified or
bank cashier's check payable to the Company, or (B) a wire transfer of
funds to an account designated by the Company.
(b) As used herein:
(i) "Fair Market Value" of a security shall mean (a) if available, the
Market Price thereof, and (b) otherwise, if Market Price is not available,
the Appraised Value.
(ii) "Market Price" of any security, on any given day, shall mean the
average of the closing prices of such security's sales on all securities
exchanges on which such security may at the time be listed on such day, or,
if there has been no sales on any such exchange on such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on such day such security is not so listed, the average of
the representative bid and asked prices quoted in the American Stock
Exchange as of 4:00 P.M., New York time, or, if on such day such security
is not quoted in the American Stock Exchange, the average of the highest
bid and lowest asked prices on such day in the domestic over the counter
market as reported by the PinkSheet, LLC, or any similar successor
organization. If at any time such security is not listed on any securities
exchange or quoted in the American Stock Exchange or the over-the-counter
market, the "Market Price" shall be the fair value th ereof determined
jointly by the Company and the Holder of the Warrant Shares. If such
parties are unable to reach agreement within thirty (30) days, then the
Market Price shall be deemed not to be available, and the "Market Price"
shall be deemed the Appraised Value.
(iii) "Appraised Value" shall mean, in the event the Market Price is
not available, the fair market value of a security without discount for
limitations on voting rights, minority interests, illiquidity or
restrictions on transfer, as determined by an appraisal performed at the
expense of the Company by any of (w) Houlihan, Lokey, Howard & Zukin, (x)
Duff & Phelps, (y) Willamette Management Associates, or any successor to
such firms, or (z) such other national appraisal valuation firm of
recognized standing acceptable to Holder in its reasonable discretion as
the Company shall elect (the "Appraiser"); provided that (i) any such
Appraiser identified in clauses (w) through (z) must be independent of, and
not have any other relationship with, the Company and (ii) the Appraiser
shall be directed to determine the value of such securities as soon as
practicable, but in no event later than thirty (30) days from the date of
its selection. The determination of the Fair Market Value by the Appraiser
will be conclusive and binding on all parties to this Agreement. The costs
of the Appraiser will be borne by the Company. In no event will the
Appraised Value of the Common Stock, other securities or property be less
than the per share consideration received or receivable with respect to
Common Stock or securities or property of the same class as the other
securities, as the case may be, in connection with a pending transaction
involving a sale, merger, recapitalization, reorganization, consolidation,
or share exchange, dissolution of the Company, sale or transfer of all of a
majority of its assets or revenue or income generating capacity, or similar
transaction.
(c) Upon the exercise of this Warrant, the Company shall issue and cause
promptly to be delivered upon such exercise to, or upon the written order of,
the Holder and in such name or names as the Holder may designate, a certificate
or certificates for the number of full Warrant Shares to which such Holder shall
be entitled, together with cash in lieu of any fraction of a Warrant Share
otherwise issuable upon such exercise. Such certificate or certificates shall be
deemed to have been issued, and any person so designated to be the person or
persons entitled to receive the Warrant Shares issuable upon exercise of this
Warrant shall be deemed to have become a holder of record of such Warrant Shares
for all purposes, as of the close of business on the date of the surrender of
this Warrant and full payment of the Exercise Price.
(d) If this Warrant is exercised in respect of less than all of the Warrant
Shares evidenced by this Warrant at any time prior to the Expiration Date, a new
Warrant evidencing the remaining Warrant Shares shall be issued to the Holder,
or its nominee(s), without charge therefor.
Section 3. Investment Intent; Restrictive Legends. The Warrant and the
Warrant Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or state securities laws. The holder of a
Warrant Certificate, by its acceptance thereof, represents and warrants that the
Warrant and Warrant Shares are being acquired as an investment and not with a
view to the distribution thereof, and understands and acknowledges that each
Warrant or Share Certificate shall bear a restrictive legend substantially as
set forth below, until with respect to the Warrant Shares, the effectiveness of
a registration covering such shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE
SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED
AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF EVIDENCE
SATISFACTORY TO THE COMPANY AND ITS COUNSEL (INCLUDING, AT THE COMPANY'S OPTION,
AN OPINION OF COUNSEL) THAT REGISTRATION IS NOT REQUIRED FOR SUCH OFFER OR
TRANSFER AND THAT SUCH OFFER OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY
THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE
SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT OR AN Y
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL
AND STATE SECURITIES LAWS.
Section 4. Representations and Covenants of the Company.
(a) The Company represents and warrants to the Holder that the execution,
delivery and issuance of this Warrant, the Company's performance of its
obligations hereunder and the issuance of the Warrant Shares do not and will not
conflict with, violate or constitute a default under the Company's Certificate
of Incorporation or By-laws, any state or federal laws, the provisions or terms
of any outstanding securities of the Company or any order, writ, decree,
judgment or material agreement to which the Company is party or its assets are
subject.
(b) The execution and delivery by the Company of this Warrant and the
performance of its obligations hereunder have been duly authorized by all
necessary corporate action on the part of the Company. No consent or approval
of, giving of notice to, registration with, or taking of any other action in
respect of any state, federal or other governmental authority or agency is
required with respect to the execution, delivery and performance by the Company
of its obligations under this Warrant.
Section 5. Payment of Taxes. The Company shall pay all federal and
state taxes (other than taxes on income of the Holder), documentary taxes, stamp
taxes, if any, and other governmental charges that may be imposed upon the
issuance or delivery of this Warrant or upon the issuance or delivery of Warrant
Shares upon the exercise of this Warrant, provided, however, that the Company
shall not be required to pay any taxes payable in connection with any transfer
involved in the issuance or delivery of any Warrants or Warrant Shares in a name
other than that of the Holder in respect of which such Warrant Shares are
issued. The Company may refuse to deliver the certificates representing the
Warrant Shares being issued in a name other than the Holder's name until the
Company receives a sum sufficient to pay any tax that will be due because such
shares are to be issued in a name other than the Holder's name.
Section 6. Mutilated or Missing Warrants. If this Warrant shall be
mutilated, lost, stolen or destroyed, the Company shall issue in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and, in the case of a lost, stolen or destroyed Warrant, an
indemnity, satisfactory to the Company, to hold the Company harmless as a result
of any such delivery, provided that in the event that the Holder of any such
lost, stolen or destroyed Warrant is the initial Holder, then the affidavit of
such initial Holder, setting forth the fact of loss, theft or destruction shall
be accepted as satisfactory evidence thereof and no further indemnity shall be
required as a condition to the execution and delivery of the new Warrant other
than the written agreement of such initial Holder to indemnify the Company.
Section 7. Reservation of Warrant Shares, Obtaining of Governmental
Approvals and Stock Exchange Listings.
Section 7.1. Reservation of Warrant Shares. The Company shall at all
times keep reserved and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock or authorized Common Stock held in its
treasury, a number of shares of Common Stock and, in the case of any adjustment
made pursuant to Section 9, out of the applicable authorized but unissued class
and series of other securities, other securities, if any, sufficient to provide
for the full exercise of this Warrant.
The transfer agent for the Common Stock and every subsequent transfer agent
for any of the Company's securities issuable upon the exercise of this Warrant
shall be irrevocably authorized and directed at all times to reserve such number
of authorized securities as shall be required for such purpose. The Company
shall keep a copy of this Warrant on file with the transfer agent for the Common
Stock and with every subsequent transfer agent for shares of the Company's
securities issuable upon the exercise of this Warrant. The Company shall supply
such transfer agent with duly executed certificates representing the Common
Stock or other securities for such purposes and shall provide or otherwise make
available any cash that may be payable as provided in Section 10 hereof.
The Company covenants that all Warrant Shares issued upon exercise of this
Warrant will, upon issuance in accordance with the terms of this Warrant, be
fully paid and nonassessable and free from all taxes, liens, charges, security
interests and other encumbrances other than liens, charges, security interests
and other encumbrances created by the person or entity to whom the Warrant
Shares are issued.
The Company shall not by any action including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant; but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
immediately prior to such increase in par value, and (b) take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant.
Section 7.2. Governmental Approvals and Stock Exchange Listings. The
Company will use its best efforts to (i) obtain and keep effective any and all
permits, consents and approvals of Federal or state governmental agencies and
authorities and make all filings under Federal and state securities laws, that
are required in connection with the issuance and delivery of this Warrant, the
exercise of this Warrant, and the issuance and delivery of the Warrant Shares
issued upon exercise of this Warrant, and (ii) have the Warrant Shares, upon
their issuance, listed on each securities exchange on which the Common Stock (or
any other securities included in Warrant Shares) are then listed.
Section 8. Cancellation of Warrants. If the Company purchases or
otherwise acquires this Warrant, the Company shall cancel this Warrant, and any
Warrant surrendered for exchange, substitution, transfer or exercise in whole or
in part.
Section 9. Adjustment of Warrant Shares.
Section 9.1. Subdivision or Combination of Common Stock. If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Shares in effect
immediately prior to such subdivision will be proportionately increased and the
Exercise Price proportionately decreased. If the Company at any time combines
(by reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Warrant Shares in
effect immediately prior to such combination will be proportionately decreased
and the Exercise Price proportionately increased.
Section 9.2. Reorganization, Reclassification, Consolidation, Merger
or Sale. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to another
person or other transaction that is effected in such a way that holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as "Organic Change." Prior to the
consummation of any Organic Change, the Company will make appropriate provision
(as determined by the Board of Directors, but in form and substance reasonably
satisfactory to the Holder) to ensure that the Holder will upon closing of such
Organic Change thereafter have the right to acquire and receive in lieu of or
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of the Warrant, such
shares of stock, securit ies or assets as may be issued or payable with respect
to or in exchange for the number of shares of Common Stock immediately
theretofore acquirable and receivable upon exercise of the Warrant had such
Organic Change not taken place. In any such case, the Company will make
appropriate provision (in form and substance satisfactory to the Holder) with
respect to the Holder's rights and interests to ensure that the provisions of
this Section 9 and Section 10 hereof will thereafter be applicable to the
Warrants (including, in the case of any such consolidation, merger or sale in
which the successor entity or purchasing entity is other than the Company, an
immediate and appropriate adjustment of the Exercise Price based on the value
for the Common Stock reflected by the terms of such consolidation, merger or
sale, and a corresponding immediate and appropriate adjustment in the number of
Warrant Shares). The Company shall not effect any such consolidation, merger or
sale, unless prior to the consummation thereo f, the successor entity (if other
than the Company) resulting from consolidation or merger or the corporation
purchasing such assets assumes by written instrument (in form and substance
satisfactory to the Holder), the obligation to deliver to the Holder such shares
of stock, securities or assets as, in accordance with the foregoing provisions,
the Holder may be entitled to acquire.
Section 9.3. Notices.
(a) Promptly upon any adjustment of the Warrant Shares, the Company will
give written notice thereof to the Holder, setting forth in reasonable detail
and certifying the calculation of such adjustment.
(b) The Company will give written notice to the Holder at least twenty (20)
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to holders of Common Stock or (C) for
determining rights to vote with respect to any Organic Change, dissolution or
liquidation.
(c) The Company will also give written notice to the Holder at least twenty
(20) days prior to the date on which any Organic Change, dissolution or
liquidation will take place.
Section 10. Rights as Stockholders. Nothing contained in this Warrant
shall be construed as conferring upon the Holder the right to vote or to consent
or to receive any notice (other than as set forth herein) as stockholders in
respect of any meeting of stockholders for the election of directors of the
Company or any other matter, or any rights whatsoever as stockholders of the
Company.
Section 11. Identity of Transfer Holder. Promptly upon the appointment
of any subsequent transfer agent of the Common Stock, or any other securities
issuable upon the exercise of this Warrant, the Company will deliver to the
Holder a statement setting forth the name and address of such subsequent
transfer agent.
Section 12. Notices. All notices and other communications provided for
or permitted hereunder shall be in writing and shall be deemed given (i) when
made, if made by hand delivery, (ii) upon confirmation, if made by telecopier,
or (iii) one business day after being deposited with a reputable next-day
courier, postage prepaid, to the parties as follows:
if to the Company:
GSE Systems, Inc.
7133 Rutherford Road, Suite 200
Baltimore, Maryland 21244
Attention: John V. Moran
Facsimile No.: 410-277-5287
if to the Holder:
[Record address notified to the Company by the Holder]
The Company or the Holder by notice to the other party may designate
additional or different addresses as shall be furnished in writing by such
party. Any notice or communication mailed to the Holder shall be mailed by first
class mail or other equivalent means at such Holder's address and shall be
sufficiently given to such Holder if so mailed within the time prescribed.
Section 13. Amendment and Waiver. The Company and the Holder may from
time to time supplement, modify or amend this Warrant, except, this Warrant may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, without the written consent of the
Company and the persons holding Warrants representing the right to purchase a
majority of the Warrant Shares purchasable upon exercise of the then outstanding
Warrants.
Section 14. Successors. All the covenants and provisions of this
Warrant by or for the benefit of the Company or the Holder shall be binding upon
and shall inure to the benefit of their respective permitted successors and
assigns hereunder.
Section 15. Merger or Consolidation of the Company. The Company shall
not merge or consolidate with or into any other entity unless the entity
resulting from such merger or consolidation (if not the Company) shall expressly
assume, by supplemental agreement satisfactory in form to the Holder and
executed and delivered to the Holder, the due and punctual performance and
observance of each and every covenant and condition of this Warrant to be
performed and observed by the Company.
Section 16. Governing Law. THE VALIDITY, INTERPRETATION AND
PERFORMANCE OF THIS WARRANT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Section 17. Third Party Beneficiary. The provisions hereof have been
and are made solely for the benefit of the Company and the Holder, and their
respective successors and assigns, and no other person shall acquire or have any
right hereunder or by virtue hereof.
Section 18. Headings. The headings in this Warrant are for convenience
only and shall not limit or otherwise affect the meaning hereof.
Section 19. Severability. If any term, provision, covenant or
restriction of this Warrant is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, illegal, void or unenforceable.
Section 20. Entire Agreement. This Warrant is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Warrant supersedes all prior agreements
and understandings between the parties with respect to such subject matter.
Notwithstanding the foregoing, the Holder shall be entitled to the benefits of
the Registration Rights Agreement with respect to the Warrant Shares.
Section 21. Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Warrant, or where any provision hereof is validly
asserted as a defense, the prevailing party, as determined by the court, shall
be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.
Section 22. Further Assurances. Each party hereto agrees to use all
reasonable efforts to obtain all consents and approvals, and to do all other
things, necessary for the transactions contemplated by this Warrant on or prior
to the Expiration Date. The parties agree to take such further action and to
deliver or cause to be delivered to each other after the date hereof such
additional agreements or instruments as any of them may reasonably request for
the purpose of carrying out this Warrant and the agreements and transactions
contemplated hereby and thereby.
Section 23. Equitable Remedies. Each party hereto acknowledges and
agrees that irreparable harm, for which there may be no adequate remedy at law
and for which the ascertainment of damages would be difficult, would occur in
the event any of the provisions of this Warrant were not performed in accordance
with its specific terms or were otherwise breached. Each party hereto
accordingly agrees that each other party hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant,
or any agreement contemplated hereunder, and to enforce specifically the terms
and provisions hereof or thereof in any court of the United States or any state
thereof having jurisdiction, in each instance without being required to post
bond or other security and in addition to, and without having to prove the
inadequacy of, other remedies at law.
IN WITNESS WHEREOF, GSE SYSTEMS, Inc. has caused this Warrant to be duly
executed, all as of the day and year first above written.
GSE SYSTEMS, INC.
_________________________
By: John V. Moran
Its: Chief Executive Officer
(Corporate Seal)
Attest:
Secretary
EXHIBIT I
----------
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise Warrants represented
by this Warrant and to purchase the shares of Common Stock or other securities
issuable upon the exercise of said Warrants, and requests that Certificates for
such shares be issued and delivered as follows:
ISSUE TO: ____________________________________
(Name)
____________________________________
(Address, Including Zip Code)
____________________________________
(Social Security or Tax Identification Number)
DELIVER TO: ____________________________________
(Name)
____________________________________
(Address, Including Zip Code)
In payment of the purchase price with respect to this Warrant exercised,
the undersigned hereby tenders payment of $ by (i) certified or bank
cashiers check payable to the order of the Company ; or (ii) a wire transfer of
such funds to an account designated by the Company (check applicable box). If
the number of Warrant Shares hereby exercised is fewer than all the Warrant
Shares represented by this Warrant, the undersigned requests that a new Warrant
representing the number of full Warrant Shares not exercised to be issued and
delivered as set forth below:
Name of Holder or Assignee: _______________________
(Please Print)
Address: __________________________________________
__________________________________________
Signature: ______________________ DATED: __________, 200__ (Signature must
conform in all respects to name of holder as specified on the fact of this
Warrant)
Signature Guaranteed:_______________________________
EXHIBIT II
----------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the Assignee named below all of the rights of the undersigned represented
by the within Warrant, with respect to the number of Warrant Shares set forth
below:
Taxpayer
Number of Identificaiton
Name of Assignee Address Warrant Shares Taxpayer
- ---------------- ------- -------------- ------------
and does hereby irrevocably constitute and appoint ___________________,
Attorney, to make such transfer on the Warrant Register maintained at the
principal office of the Company with full power of substitution in the premises.
Dated: ______________ 200______
Signature
(Signature must conform in all respects to name of holder as specified on the
face of this Warrant).
Signature Guaranteed:
________________________________________________________________________________