GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of March 7, 2006, is
executed by GSE Systems, Inc., a Delaware corporation and GSE Power Systems,
Inc., a Delaware Corporation (collectively, the "Grantor"), in favor of Laurus
Master Fund, Ltd. (the "Secured Party").
A. Pursuant to that certain Security Agreement dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time,
collectively, the "Security Agreement") among the Grantor, certain other
entities affiliated with the Grantor, and the Secured Party, the terms and
provisions of which are hereby incorporated herein as if fully set forth herein,
the Grantor and such other entities have granted a security interest to the
Secured Party in consideration of the Secured Party's agreement to provide
financial accommodations to GSE Systems, Inc., a Delaware corporation, and
certain subsidiaries of GSE Systems, Inc.
B. The Grantor (1) has adopted, used and is using the trademarks reflected
in the trademark registrations and trademark applications in the United States
Patent and Trademark Office more particularly described on Schedule 1 annexed
hereto as part hereof (the "Trademarks"), and (2) has registered or applied for
registration in the United States Patent and Trademark Office of the patents
more particularly described on Schedule 2 annexed hereto as part hereof (the
"Patents").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor in and to the
Trademarks and Patents, and all proceeds thereof, together with the business as
well as the goodwill of the business symbolized by, or related or pertaining to,
the Trademarks, and the customer lists and records related to the Trademarks and
Patents and all causes of action which may exist by reason of infringement of
any of the Trademarks and Patents (collectively, the "T&P Collateral"), to
secure the payment, performance and observance of the Obligations (as that term
is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged:
1. The Grantor does hereby further grant to the Secured Party a security
interest in the T&P Collateral to secure the full and prompt payment,
performance and observance of the Obligations.
2. The Grantor agrees to perform, so long as the Security Agreement is in
effect, all acts reasonably deemed necessary or desirable by the Secured Party
to permit and assist it, at the Grantor's expense, in obtaining and enforcing
the Trademarks and Patents in any and all countries. Such acts may include, but
are not limited to, execution of documents and assistance or cooperation in
legal proceedings. The Grantor hereby appoints the Secured Party as the
Grantor's attorney-in-fact to execute and file any and all agreements,
instruments, documents and papers as the Secured Party may reasonably determine
to be necessary or desirable to evidence the Secured Party's security interest
in the Trademarks and Patents or any other element of the T&P Collateral, all
acts of such attorney-in-fact being hereby ratified and confirmed.
3. The Grantor acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the security interest in the T&P Collateral
granted hereby are more fully set forth in the Security Agreement and the rights
and remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. In the event that any provisions of
this Grant are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
4. The Grantor hereby authorizes the Secured Party to file all such
financing statements or other instruments to the extent required by the Uniform
Commercial Code and agrees to execute all such other documents, agreements and
instruments as may be required or reasonably deemed necessary by the Secured
Party, in each case for purposes of affecting or continuing Secured Party's
security interest in the T&P Collateral.
IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed
as of the day and year first above written.
GSE SYSTEMS INC.
By:______________________________
Name: John V. Moran
Title: Chief Executive Officer
GSE POWER SYSTEMS, INC.
By:______________________________
Name: John V. Moran
Title: Chief Executive Officer
LAURUS MASTER FUND, LTD.
By:______________________________
Name:
Title:
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Registration or Registration or
Trademark Application Number Application Date Country
_________ __________________ ________________ ________
Registration or
Clamp 2438097 Registered United States
(GSE Systems, Inc.)
D/3 2436421 Registered United States
(GSE Systems, Inc.)
D3 Architect Stylized 2445702 Registered United States
(GSE Systems, Inc.)
D/3 Dataserver Stylized 2440115 Registered United States
(GSE Systems, Inc.)
D/3 DCS 2434720 Registered United States
(GSE Systems, Inc.)
D/3 Manager Stylized 2803881 Registered United States
(GSE System, Inc.)
D/3 Report Writer 2450565 Registered United States
Stylized (GSE Systems, Inc.)
D/3 Trendr 2438098 Registered United States
(GSE Systems, Inc.)
ESMART 2784856 Registered United States
(GSE Systems, Inc.)
Facets GSE Systems 2472790 Registered United States
Services & Support & Design
(GSE Systems, Inc.)
Flexbatch 1950809 Registered United States
(GSE Systems, Inc.)
GAARDS 2789627 Registered United States
(GSE Systems, Inc.)
GSE Systems 2220635 Registered United States
(GSE Systems, Inc.)
GSE Systems 2124458 Registered United States
(GSE Systems, Inc.
GSE Systems & Designs 2257367 Registered United States
(GSE System, Inc.)
GSE Systems & Designs 2145529 Registered United States
(GSE Systems, Inc.)
SABL
(GSE Systems, Inc.) 2438096 Registered United States
Simsuite Pro 2777658 Registered United States
(GSE Systems, Inc.)
Smarttutor 2776533 Registered United States
(GSE Systems, Inc.)
Strata 2472791 Registered United States
(GSE Systems, Inc.)
Totalvision 2430921 Registered United States
(GSE Systems, Inc.)
Jade
(GSE Systems, Inc.) 76/315027 Pending United States
4D & Design 75/748111 Abandoned United States
4D Discover Define
Develop DO & Design 75/748100 Abandoned United States
(GSE Systems, Inc.)
Batchcad Stylized 75/748121 Abandoned United States
(GSE Systems, Inc.)
GControl+ 75/777338 Abandoned United States
(GSE Systems, Inc.)
GElectric+ 75/777339 Abandoned United States
(GSE Systems, Inc.)
GFlow+ 75/777336 Abandoned United States
(GSE Systems, Inc.)
GLogic+ 75/777337 Abandoned United States
(GSE Systems, Inc.)
GPower+ 75/777340 Abandoned United States
(GSE System, Inc.)
Flexbatch 1950809 Registered United States
(GSE Power Systems, Inc.)
Opensim 2723506 Registered United States
(GSE Power Systems, Inc.)
Retact 1671660 Registered United States
(GSE Power Systems, Inc.)
Thor 2709265 Registered United States
(GSE Power Systems, Inc.)
Powerpeak 76/520125 Pending United States
(GSE Power Systems, Inc.)
S3 Technologies 1764109 Cancelled United States
(GSE Power Systems, Inc.)
S3 Technologies 177497 Cancelled United States
(GSE Power Systems, Inc.)
SCHEDULE 2 TO GRANT OF SECURITY INTEREST
PATENTS AND PATENT APPLICATIONS
Registration or Registration or
Patent Application Number Application Date Country
_________ __________________ ________________ ________
Real Time Analysis 5225147 Issued United States
Of Light Water Core
Neutronics
(GSE Systems, Inc.)
Real-Time Analysis 5619433 Issued United States
Of Power Plant
Thermohydraulic Phenomena
(GSE Systems, Inc.)
Computer Implemented 5726914 Issued United States
Process And Computer
Architecture For
Performance Analysis
(GSE Systems, Inc.)
Computer Implemented 5917730 Issued United States
Object Oriented
Visualization System
And Method
(GSE Systems, Inc.)
System And A Method 4568288 Issued United States
To Visually Simulate
Subsystems In A Fossil
Fuel Power Plant Simulator
(GSE Power Systems, Inc.)
Not Available 4120028 Issued United States
STATE OF _______________)
) ss.:
COUNTY OF ______________)
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of GSE Systems, Inc. that [s]he is authorized to execute the
foregoing Grant on behalf of said corporation and that [s]he did so by authority
of the Board of Directors of said corporation.
_________________________
Notary Public
STATE OF _______________)
) ss.:
COUNTY OF ______________)
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of GSE Power Systems, Inc. that [s]he is authorized to execute
the foregoing Grant on behalf of said corporation and that [s]he did so by
authority of the Board of Directors of said corporation.
_________________________
Notary Public
STATE OF _______________)
) ss.:
COUNTY OF ______________)
On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
____________________________
Notary Public