GSE SYSTEMS, INC.

6940 Columbia Gateway Drive, Suite 470

Columbia, MD 21046

(410) 970-7800

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of GSE Systems, Inc. (“GSE” or the “Company”), which we will hold virtually on October 25, 2024, at 11 a.m. Eastern Time via live webcast on the Internet at www.virtualshareholdermeeting.com/GVP2024SM (including any adjournments or postponements thereof, the “Special Meeting”).

On August 8, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), providing for the acquisition of GSE by Parent for $4.10 in cash per share of GSE common stock, par value $0.01 per share (“GSE common stock”), without interest thereon. Upon the terms and subject to the conditions of the Merger Agreement, Parent will acquire GSE via the merger of Merger Sub with and into GSE, with GSE continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

At the Special Meeting, you will be asked to consider and vote on:

1.	A proposal to approve and adopt the Merger and the Merger Agreement (the “Merger Proposal”);

2.	A proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to GSE’s named executive officers in connection with the merger (the “Compensation Proposal”); and

A proposal to approve the adjournment from time to time of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to approve and adopt the Merger Agreement if there are insufficient votes to approve and adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

If the Merger Proposal is approved and the Merger is completed, you will be entitled to receive $4.10 in cash, without interest thereon, for each share of GSE common stock that you own immediately prior to the time at which the Merger will become effective (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware), which represents a premium of approximately 50% over the closing price of the GSE common stock as of August 7, 2024, the last trading day on NASDAQ prior to public announcement of the Merger Agreement and a premium of approximately 15% over the average 30-day volume weighted average price as of such date.

The GSE Board of Directors (the “GSE Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”) are advisable and in the best interests of GSE and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend approval and adoption of the Merger Agreement and approval of the Transactions by the stockholders of GSE and (iv) directed that the approval and adoption of the Merger Agreement be submitted to a vote of the stockholders of GSE.

THE GSE BOARD UNANIMOUSLY RECOMMENDS, ON BEHALF OF GSE, THAT YOU VOTE: (1) “FOR” THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT; (2) “FOR” THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION PROPOSAL; AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this proxy statement as Annex A. We urge you to read each of the proxy statement and the Merger Agreement carefully in their entirety. The proxy statement also describes

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the actions and determinations of the GSE Board in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote at the meeting your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement, without your instructions.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. WE CANNOT COMPLETE THE MERGER UNLESS THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT IS APPROVED BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES OF GSE COMMON STOCK ENTITLED TO VOTE AT THE SPECIAL MEETING AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 16, 2024, WHICH IS THE RECORD DATE FOR THE SPECIAL MEETING.

For questions regarding your stock ownership, if you hold shares in “street name” through a broker, you should contact your broker or, if you are a registered holder, you should contact Continental Stock Transfer & Trust Company, by email through its website at cstmail@continentalstock.com or by phone at (800) 509-5586. If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”) toll-free at (877) 750-5837 or collect at (212) 750-5833. Innisfree’s address is 501 Madison Avenue, 20th floor, New York, New York 10022.

On behalf of the GSE Board, I thank you for your support and appreciate your consideration of this matter. We look forward to joining you at the Special Meeting.

Very truly yours,

Kathryn O’Connor Gardner

Chair of the Board of Directors

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated September 16, 2024 and is first being mailed to stockholders on or about September 16, 2024, and the mailing is expected to be completed on or about September 24, 2024.

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GSE SYSTEMS, INC.

6940 Columbia Gateway Drive, Suite 470

Columbia, MD 21046

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

September 16, 2024

NOTICE IS HEREBY GIVEN that a virtual Special Meeting of stockholders of GSE Systems, Inc., a Delaware corporation (“GSE” or the “Company”), will be held virtually on October 25, 2024, at 11 a.m. Eastern Time via live webcast on the Internet at www.virtualshareholdermeeting.com/GVP2024SM (including any adjournments or postponements thereof, the “Special Meeting”).

At the Special Meeting, stockholders will be asked to consider and vote on proposals to:

Approve and adopt the Agreement and Plan of Merger, dated as of August 8, 2024 (as amended or modified from time to time, the “Merger Agreement”), by and among GSE, Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the proxy statement, pursuant to which Merger Sub will be merged with and into GSE (the “Merger”), with GSE surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Proposal”);

2.	Approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and

3.	Approve the adjournment from time to time of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve and adopt the Merger Agreement (the “Adjournment Proposal”).

Only stockholders of record as of the close of business on September 16, 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

If you hold your shares in “street name,” you may not vote your shares virtually at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

The GSE Board of Directors (the “GSE Board”) has unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, and unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by Merger Agreement. The GSE Board unanimously recommends that the stockholders of GSE vote (1) “FOR” the Merger Proposal, (2) “FOR” the Compensation Proposal, and (3) “FOR” the Adjournment Proposal.

If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” each of the foregoing proposals in accordance with the recommendation of the GSE Board.

Your vote is important, regardless of the number of shares of GSE common stock you own. Please make sure your voice is heard in this important matter related to your investment. The approval and adoption of the Merger Agreement requires the affirmative vote of holders of a majority of all outstanding shares of GSE common stock entitled to vote thereon and is a condition to the completion of the Merger. Assuming a quorum is present at the Special Meeting, each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes properly cast for and against that proposal, but is not a condition to the completion of the Merger.

Stockholders or beneficial owners who continuously hold their shares of GSE common stock of GSE through the effective date of the Merger, who do not vote in favor of the proposal to approve and adopt the Merger Agreement, who properly demand in writing an appraisal of their shares delivered to the Company prior to the taking of the vote on the proposal to approve and adopt the Merger Agreement and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Section 262 of the General Corporation Law of the State of Delaware (“DGCL”), the provisions of which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement and a copy of which is attached to the proxy statement as

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Annex C, will be entitled to appraisal rights to receive, in cash, the fair value of their shares of GSE common stock of GSE as determined by the Delaware Court of Chancery, subject to the terms of Section 262 of the DGCL.

You may revoke your proxy at any time before the vote is taken at the Special Meeting. You may revoke your proxy by notifying the Company at GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Secretary, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the Special Meeting and voting virtually; however, simply attending the Special Meeting will not cause your proxy to be revoked. If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”) toll-free at (877) 750-5837 or collect at (212) 750-5833. Innisfree’s address is 501 Madison Avenue, 20th floor, New York, New York 10022.

Before voting your shares, you should read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement.

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SUMMARY TERM SHEET			1
QUESTIONS REGARDING THE SPECIAL MEETING AND THE MERGER			14
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			22
PARTIES TO THE MERGER			23
GSE Systems, Inc.			23
Nuclear Engineering Holdings LLC			23
Gamma Nuclear Merger Sub LLC			23
THE SPECIAL MEETING			24
Date, Time and Place of the Special Meeting			24
Purposes of the Special Meeting			24
Record Date and Quorum			24
Required Vote			25
Voting by the Company’s Directors and Executive Officers			25
Voting; Proxies; Revocation			25
Abstentions			27
Solicitation of Proxies			27
VOTE ON ADOPTION OF THE MERGER AGREEMENT (PROPOSAL 1)			28
Certain Effects of the Merger			28
Effect on GSE if the Merger is Not Completed			28
Background of the Merger			29
Reasons for the Merger; Recommendation of the GSE Board of Directors			46
Opinion of Ankura Capital Advisors, LLC			50
Interests of the Company’s Directors and Executive Officers in the Merger			55
Material U.S. Federal Income Tax Consequences of the Merger			60
Accounting Treatment			62
Regulatory Clearances			62
Delisting and Deregistration of GSE common stock			62
THE MERGER AGREEMENT			63
Explanatory Note Regarding the Merger Agreement			63
Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers			63
When the Merger Becomes Effective			63
Effect of the Merger on the GSE common stock; Merger Consideration			64
Payment for GSE common stock in the Merger			64
Treatment of Company Equity Awards			64
Representations and Warranties			65
Conduct of Business Pending the Merger			68
Takeover Proposals; No Solicitation			70
Employee Matters			73
Financing			73
Other Covenants and Agreements			73
Conditions to the Merger			74
Termination			75
Amendment and Modification			76
Jurisdiction; Specific Performance			76
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION(PROPOSAL 2)			78
VOTE ON ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING (PROPOSAL 3)			79
APPRAISAL RIGHTS			80
MARKET PRICES OF GSE COMMON STOCK			86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			87

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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS			88
STOCKHOLDER PROPOSALS			89
WHERE YOU CAN FIND ADDITIONAL INFORMATION			90

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SUMMARY TERM SHEET

This summary highlights selected information contained in this proxy statement, including with respect to the Merger Agreement and the Merger. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information.”

The Special Meeting (page 24)

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to GSE stockholders as part of the solicitation of proxies by the GSE Systems, Inc. (“GSE” or the “Company”) Board of Directors (the “GSE Board”) for use at the Special Meeting to be held virtually on October 25, 2024, at 11 a.m. Eastern Time, or at any adjournment or postponement thereof (the “Special Meeting”). The Company will hold the Special Meeting virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/GVP2024SM. You will not be able to attend the Special Meeting physically in person.

For information regarding attending the meeting, please see “The Special Meeting — Voting; Proxies; Revocation — Attendance.”

Purposes of the Special Meeting

At the Special Meeting, GSE stockholders will be asked to consider and vote on the following proposals:

To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 8, 2024 (as amended or modified from time to time, the “Merger Agreement”), by and among GSE, Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to the proxy statement, pursuant to which Merger Sub will be merged with and into GSE (the “Merger”), with GSE surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Proposal”);

2.	To consider and vote on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and

To consider and vote on the proposal to approve the adjournment from time to time of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve and adopt the Merger Agreement (the “Adjournment Proposal”).

GSE stockholders holding a majority of the shares of GSE common stock outstanding at the close of business on the record date must approve and adopt the Merger Agreement for the Merger to occur. If the requisite GSE stockholders fail to approve and adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and the material provisions of the Merger Agreement are described in the section entitled “The Merger Agreement.”

The vote on the Compensation Proposal is a vote separate and apart from the vote to approve and adopt the Merger Agreement. Accordingly, a stockholder may vote to approve the Compensation Proposal and vote not to approve and adopt the Merger Agreement and vice versa. Because the vote on the Compensation Proposal is advisory in nature only, it will not be binding on either the Company or Parent. Accordingly, if the Merger Agreement is approved by the Company’s stockholders and the Merger is completed, the Merger-related compensation may be paid to the Company’s executive officers even if the stockholders fail to approve the Compensation Proposal.

GSE does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof, and only the matters specified in the notice of the Special Meeting may be considered or acted upon at the Special Meeting.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about September 16, 2024, and the mailing is expected to be completed on or about September 24, 2024.

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Record Date and Quorum

The holders of record of GSE common stock, par value $0.01 per share, of the Company (referred to in this proxy statement as “GSE common stock” or “GSE common stock”) as of the close of business on September 16, 2024, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. At the close of business on the record date, 3,471,677 shares of GSE common stock were outstanding and entitled to vote at the Special Meeting.

A majority in voting power of the shares entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum at the Special Meeting. Once a share is present in person or represented by proxy at the Special Meeting, it will be counted for the purpose of determining whether a quorum is present at the Special Meeting, even if the share of GSE common stock is not voted, including any shares of GSE common stock for which a stockholder directs to abstain from voting. If a quorum is not present at the Special Meeting, under the Company’s bylaws, the chairman of the Special Meeting and the stockholders entitled to vote at the Special Meeting (acting by the affirmative vote of a majority in voting power at the Special Meeting) each have the power to adjourn the Special Meeting until a quorum is present or represented. If you hold your shares in “street name” and do not give any instruction to your broker, bank or other nominee as to how your shares should be voted at the Special Meeting, those shares will not be entitled to vote on any proposal at the Special Meeting and will not be counted for purposes of determining whether a quorum is present. If you hold your shares in “street name” and instruct your bank, broker or other nominee how to vote on at least one, but not all, of the proposals to be considered at the Special Meeting, your shares of GSE common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

Required Vote

Each share of GSE common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the Special Meeting.

For the Company to complete the Merger, GSE stockholders holding a majority of the shares of GSE common stock outstanding at the close of business on the record date must vote “FOR” the Merger Proposal. A failure to vote your shares of GSE common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires the affirmative vote of a majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the compensation proposal, assuming a quorum is present at the Special Meeting. A failure to vote your shares of GSE common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on the compensation proposal (assuming that a quorum is present). An abstention will have the same effect as a vote “AGAINST” the Compensation Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the adjournment proposal, regardless of whether a quorum is present at the Special Meeting. If no quorum is present or represented at the Special Meeting, the chairman of the Special Meeting or stockholders entitled to vote at the Special Meeting (acting by the affirmative vote of a majority in voting power at the Special Meeting), may adjourn the Special Meeting from time to time, without further notice other than announcement at the Special Meeting of the time and place of the adjourned meeting. A failure to vote your shares of GSE common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on the Adjournment Proposal. An abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date, the current directors and executive officers of the Company were entitled to vote approximately 148,021 shares of GSE common stock, or approximately 4.262% of the shares of GSE common stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

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Voting; Proxies; Revocation

Attendance

All holders of shares of GSE common stock as of the close of business on September 16, 2024, the record date, including stockholders of record and beneficial owners of GSE common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the Special Meeting.

To attend the Special Meeting, you must provide proof of ownership of GSE common stock as of the close of business on the record date. If you hold your shares in “street name,” and you also wish to be able to vote at the Special Meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

Voting Virtually

If you plan to virtually attend the Special Meeting and wish to vote virtually, you will be given a virtual ballot at the Special Meeting. If you are not a stockholder of record, but instead hold your shares of GSE common stock in “street name” through a broker, bank or other nominee, you are encouraged to vote by proxy even if you plan to virtually attend the Special Meeting. If you virtually attend the Special Meeting and vote by virtual ballot, your vote will revoke any previously submitted proxy.

Providing Voting Instructions by Proxy

To ensure that your shares of GSE common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting.

Shares of GSE common stock Held by Record Holder

If you are a stockholder of record (that is, if your shares are registered in your name with Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), you may provide voting instructions by proxy using one of the methods described below:

Telephone Voting: You may vote by telephone by calling the toll-free telephone number indicated on the proxy card. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

Internet Voting: You may vote electronically over the Internet by following the instructions on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

Return Your Proxy Card By Mail: You may vote by completing, signing and returning the proxy card in the postage-paid envelope provided with this proxy statement so that it is received in time for the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record on the record date, unless you virtually attend the Special Meeting and vote virtually, the effect will be that your shares of GSE common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the Merger Proposal, assuming a quorum is present, will not affect the Compensation Proposal and, regardless of whether a quorum is present, will not affect the Adjournment Proposal.

Vote at the Meeting: You may cast your vote virtually at the Special Meeting. Virtual ballots will be distributed to anyone who wants to vote virtually at the Special Meeting.

Telephone and Internet voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. local time on October 24, 2024. Telephone and Internet voting is convenient, provides postage and mailing cost savings and is recorded immediately, minimizing the risk that postal delays may cause votes to arrive late and, therefore, not be counted.

Even if you plan to attend the Special Meeting virtually, you are encouraged to vote your shares by proxy. You may still vote your shares virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and desire to vote virtually, your vote by proxy will not be counted.

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Shares of GSE common stock Held in “Street Name”

If your shares of GSE common stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with the rules of the Nasdaq Global Select Market (“NASDAQ”), brokers, banks and other nominees that hold shares of GSE common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions with respect to these proposals from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you virtually attend the Special Meeting with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of GSE common stock not being deemed present for purposes of determining whether a quorum is present at the Special Meeting and not being voted on any of the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. However, if a beneficial owner of shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

•

submitting a new proxy dated after the date of the proxy being revoked, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company, in each case, in accordance with the instructions on the enclosed proxy card;

•	virtually attending the Special Meeting and voting by virtual ballot; or

•	delivering a written notice of revocation dated after the date of the proxy being revoked by mail to the Company at GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Corporate Secretary in accordance with the instructions on the enclosed proxy card.

Please note, however, that only your last-dated proxy will count. Virtually attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the Special Meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting virtually at the Special Meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote virtually at the Special Meeting.

Abstentions

An abstention occurs when a stockholder attends a meeting, either virtually or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of GSE common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, and will count for the purpose of determining if a quorum is present at the Special Meeting.

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The Parties to the Merger (page 23)

GSE Systems, Inc.

GSE Systems, Inc. (“GSE,” the “Company,” “we,” “our” or “us,”) is a Delaware corporation incorporated on March 30, 1994, and based in Columbia, Maryland. We completed our initial public offering in 1995, and our GSE common stock trades on NASDAQ under the symbol “GVP.” The principal executive offices of GSE are located at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, and its telephone number is (410) 970-7800. GSE’s corporate web address is www.gses.com.

Additional information about GSE is contained in its public filings, which are incorporated by reference herein. See the sections entitled “Where You Can Find Additional Information” and “Parties to the Merger Agreement — GSE Systems, Inc.”

Nuclear Engineering Holdings LLC

Nuclear Engineering Holdings LLC (“Parent”) is a Delaware limited liability company and was formed on July 19, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Parent is a wholly owned subsidiary of PEP Base Zero NE Holdings LP, a Delaware limited partnership. Parent’s principal executive offices are located at 2050 W. Sam Houston Pkwy S #1550, Houston, TX 77042, and its telephone number is 713-559-7110.

See the section entitled “Parties to the Merger Agreement — Nuclear Engineering Holdings LLC”

Gamma Nuclear Merger Sub LLC

Gamma Nuclear Merger Sub LLC (“Merger Sub”) is a Delaware limited liability company and a direct, wholly owned subsidiary of Parent and was formed on July 19, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub’s principal executive offices are located at 2050 W. Sam Houston Pkwy S #1550, Houston, TX 77042, and its telephone number is 713-559-7110.

See the section entitled “Parties to the Merger Agreement — Gamma Nuclear Merger Sub LLC”

Payoff of Senior Convertible Promissory Note; Parent Senior Secured Promissory Note (page 45)

Prior to entering into the Merger Agreement, on August 7, 2024, the Company repaid in full, in cash and through the delivery of 114,976 shares of GSE common stock, all outstanding indebtedness owed to Lind Global Fund II LP (“Lind Global”), which satisfied that certain Senior Convertible Promissory Note, dated June 23, 2023, as amended, which was in the original principal amount of $1,800,000 (the “Lind Note”), and all ancillary agreements in connection therewith. In connection with the Company’s prepayment of the Lind Note, and pursuant to its terms, Lind Global elected to convert $314,000 of the outstanding principal amount of the Lind Note into GSE common stock. In addition, at the time of conversion and based upon that certain Second Amendment to the Lind Note, dated February 12, 2024, Lind Global asserted that it was entitled to $360,000 in addition to the remaining principal balance due on the Lind Note of $1,500,000. The Company disputed this amount and, following negotiations among the parties, the Company agreed to pay $180,000 in full satisfaction of the claim.

In order to fund the payoff of the Lind Note, on August 7, 2024, the Company and Parent entered into that certain Senior Secured Promissory Note in the principal amount of $1,398,447.50 (the “Parent Note”). Pursuant to the terms of the Parent Note, interest accrues at a rate per annum equal to 12.50%. Interest payments under the Parent Note are due and payable on the last business day of each calendar month and on the Maturity Date (as defined below). Interest shall be paid, at the option of the Company, (x) in kind by capitalizing such interest and adding the unpaid amount thereof on each such payment date or (y) in cash. Upon an event of default, interest shall accrue at 14.50%. The Company shall pay the outstanding principal amount on the earlier to occur of (x) August 6, 2025, and (y) the occurrence of a Change of Control (as defined in the Parent Note) (the “Maturity Date”).

The Company may prepay the Parent Note upon five business days’ notice to Parent provided that the Company must pay a prepayment premium in connection with such voluntary prepayment equal to the amount of interest which would accrue from the date of prepayment through the Maturity Date. The Company shall be obligated to prepay the Parent Note (a) in the event the Company or its subsidiaries sells, transfers or otherwise disposes of its respective assets outside of the ordinary course of business or (b) in connection with a casualty event in respect of the Company’s or its subsidiaries’ respective real property or other assets, subject to customary reinvestment rights. Upon the occurrence of an event of default as described in the Parent Note, Parent has the right to require the Company to prepay the outstanding principal amount of the Parent Note, plus accrued interest.

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The Company’s obligations under the Parent Note are secured by a first priority lien on substantially all of the Company’s and its subsidiaries’ assets pursuant to the terms of a Security Agreement by and among Parent, the Company and the Company’s subsidiaries (the “Parent Security Agreement”) and a security interest in the equity securities of the Company’s subsidiaries pursuant to the terms of a Pledge Agreement by and among Parent, the Company and GSE Performance Solutions, Inc. (the “Parent Pledge Agreement”). The Parent Note is guaranteed by each of the Company’s subsidiaries pursuant to a Guaranty by and among Parent and each of the Company’s subsidiaries.

The Lind Note (as amended) was convertible into shares of GSE common stock at the lower of (i) $5.00 or (ii) eighty-five percent (85%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder of the applicable notice of conversion. Additionally, the Company was prohibited by the terms of the Securities Purchase Agreement, dated June 23, 2023, between the Company and Lind, from communicating material non-public information to Lind Global. The Company and Parent paid off the Lind Note in order to fix or liquidate the number of shares of GSE common stock that would be outstanding as of both the date of the Merger Agreement and the anticipated closing date of the Merger. The GSE Board also determined that prepaying the Lind Note would maximize stockholder value.

The Merger Agreement (page 63)

You will be asked to consider and vote upon the proposal to approve and adopt the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. The Merger Agreement provides, among other things, that at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into the Company, with the Company surviving the Merger. In the Merger, each share of GSE common stock issued and outstanding immediately before the Effective Time will be converted into the right to receive consideration of $4.10 per share in cash (the “Merger Consideration”), without interest. Parent, Merger Sub, GSE (as the surviving corporation) and the paying agent for the Merger Consideration will each be entitled to deduct and withhold any amounts due under applicable tax laws from the amounts that would otherwise be payable under the terms of the Merger Agreement. Upon completion of the Merger, the Company will be a wholly owned subsidiary of Parent, GSE common stock will no longer be publicly traded, and the Company’s existing stockholders will cease to have any ownership interest in the Company.

Financing (page 73)

Effect on GSE if the Merger is Not Completed

If the Merger Agreement is not adopted by GSE stockholders, or if the Merger is not completed for any other reason:

•	GSE stockholders will not be entitled to, nor will they receive, any payment for their respective shares of GSE common stock pursuant to the Merger Agreement;

•	GSE will remain an independent public company;

•	GSE common stock will continue to be listed and traded on NASDAQ, subject to the Company’s continued compliance with the NASDAQ Listed Company Rules, and registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•	GSE will continue to file periodic reports under the Exchange Act with the SEC;

•	under certain specified circumstances, GSE will be required to pay Parent a termination fee in an amount not to exceed $600,000.00 either on or promptly following the termination of the Merger Agreement; and

•	the Parent Note will remain outstanding, and the Company will be obligated to repay the Parent Note with interest payments due and payable on the last business day of each calendar month and all remaining interest and principal due on the Maturity Date.

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For more information, please see the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Effect on GSE if the Merger is Not Completed.”

Treatment of Company Equity Awards and Warrants (page 64)

Pursuant to the GSE Systems, Inc. 1995 Long-Term Incentive Plan, as amended and restated, the Company has issued both restricted stock units that vest over time based upon the continued service of employees or directors of the Company (“RSUs”) and performance-based restricted stock units that vest based upon defined performance criteria provided that the employee continues to be employed by the Company (“PSUs”). None of the RSUs or PSUs issued by the Company will be continued or assumed by the surviving corporation in connection with the Merger.

Restricted Stock Units

At the Effective Time, each then-outstanding RSU, whether vested or unvested, will automatically become fully vested and be canceled and converted automatically into the right of the holder to receive a cash payment (without interest) equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such RSU as of immediately prior to the Effective Time. Any such payment will be subject to applicable tax withholdings.

Pursuant to the terms of the Merger Agreement, the Company believes that (i) 22,857 RSUs will either vest prior to the Effective Time of the Merger or be accelerated and vest upon the closing of the Merger and result in the payment of the Merger Consideration described above; and (ii) 95,000 RSUs issued to Ravi Khanna earlier this year will be forfeited at the Effective Time of the Merger.

Performance-Vesting Restricted Stock Units

At the Effective Time, each then-outstanding PSU for which the applicable performance period HAS ended at or prior to the Effective Time in accordance with the GSE Systems, Inc. 1995 Long-Term Incentive Plan, as amended and restated (each, a “Vested PSU”), will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest), if any, equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such Vested PSU earned based on actual performance during the applicable performance period (i.e. if the performance criteria is satisfied during the applicable performance period). Any such payment will be subject to applicable tax withholdings.

Each then-outstanding PSU for which the applicable performance period HAS NOT ended prior to the Effective Time, will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest), if any, equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such PSU earned based on actual performance achieved as of immediately prior to the Effective Time (i.e. if the performance criteria is satisfied prior to the Effective Time). Any such payment will be subject to applicable tax withholdings.

Pursuant to the terms of the Merger Agreement, the Company does not believe that any PSUs will vest and receive Merger Consideration.

Company Warrants

The Company issued GSE common stock Purchase Warrants No. 1 and No. 2 to Lind Global Fund II LP (“Lind Global”) on February 23, 2022 and June 23, 2023, respectively. At the Effective Time, Lind Global will receive (i) in accordance with the terms of the GSE common stock Purchase Warrant No. 1, a payment of zero dollars and GSE common stock Purchase Warrant No. 1 will then be cancelled; and (ii) in accordance with the terms of the GSE common stock Purchase Warrant No. 2, if Lind Global exercises its repurchase option, a payment of approximately $1,180,000 and GSE common stock Purchase Warrant No. 2 will then be cancelled. These payments will not impact the Merger Consideration.

Conditions to Completion of the Merger (page 74)

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the closing of the following conditions:

•

no court or other governmental entity shall have promulgated, entered, enforced, entered or issued any law or order that (i) prohibits, prevents, makes illegal, restrains or enjoins the consummation of the Merger, or (ii) would prevent, materially impede or materially delay the consummation of the Merger and no governmental entity shall have instituted any proceeding seeking such law or order; and

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•	the adoption of the Merger Agreement by holders of a majority of all outstanding shares of GSE common stock entitled to vote on such matter at the Special Meeting.

The Company’s obligation to complete the Merger is subject to the satisfaction or waiver by the Company at or prior to the closing of the following conditions:

•

the truth and accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of August 8, 2024, and as of the closing date, as though made on the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), generally subject to a “material adverse effect” or other qualification provided in the Merger Agreement;

•	the performance by each of Parent and Merger Sub in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date; and

•	the receipt by the Company at closing of a certificate signed on behalf of Parent certifying that conditions set forth in the two preceding bullet points are satisfied.

The respective obligations of Parent and Merger Sub to complete the Merger are subject to the satisfaction or waiver by the Parent at or prior to the closing of the following additional conditions:

•

the truth and accuracy of specified fundamental representations and warranties of the Company contained in the Merger Agreement as of August 8, 2024, and as of the closing date, as though made on the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

the truth and accuracy of all other representations and warranties of the Company contained in the Merger Agreement as of August 8, 2024, and as of the closing date, as though made on the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), generally subject to a “material adverse effect” or other qualification provided in the Merger Agreement;

•	the performance by the Company in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date;

•	the receipt or filing of certain specified consents, clearances, permits, amendments, notices, approvals or authorizations with or from a third party shall have been made, obtained or given in connection with the Merger and any applicable waiting periods shall have expired;

•	there not having occurred and there not being continuing any change, effect, event, occurrence or development that has had a “material adverse effect” as to the Company;

•	the receipt by Parent of a certificate signed on behalf of the Company certifying that conditions set forth in the five preceding bullet points are satisfied; and

•	the receipt by Parent of payoff letters with respect to the Company’s indebtedness and transaction expenses in connection with the Merger and other customary closing deliverables.

When the Merger Becomes Effective (page 63)

We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent, Merger Sub and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the approval and adoption of the Merger Agreement by the holders of a majority of all outstanding shares of GSE common stock entitled to vote on such matter at the Special Meeting, the GSE Board will not have the right to terminate the Merger Agreement solely in order to accept any alternative acquisition proposal. The Company expects to complete the Merger promptly after approval of the Merger Agreement by the holders of a majority of all outstanding shares of GSE common stock entitled to vote on such matter at the Special Meeting.

Recommendation of the GSE Board (page 46)

After careful consideration, the GSE Board unanimously determined that the Merger is advisable and in the best interests of, the Company and its stockholders, and unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. THE GSE BOARD

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UNANIMOUSLY RECOMMENDS THAT GSE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT AT THE SPECIAL MEETING.

Reasons for the Merger (page 46)

For a description of the reasons considered by the GSE Board in resolving to recommend approval and adoption of the Merger Agreement, see the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Reasons for the Merger; Recommendation of the GSE Board of Directors.”

Opinion of Ankura Capital Advisors, LLC (page 50 and Annex B)

The Company engaged Ankura Capital Advisors, LLC (“ACA”), a wholly-owned indirect subsidiary of Ankura Consulting Group, LLC, to act as financial advisor to the GSE Board in connection with the Merger based on ACA’s extensive expertise, knowledge of the industry in which the Company operates and experience advising companies in connection with potential strategic transactions. At a meeting of the GSE Board on August 7, 2024, ACA rendered to the GSE Board its oral opinion, subsequently confirmed in writing (the “Opinion”), to the effect that, as of August 7, 2024, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in the Opinion, the right to receive, without interest, an amount equal to $4.10 per share of GSE common stock in cash, subject to any withholding of tax, by the holders of GSE common stock pursuant to the Merger Agreement (the “Merger Consideration”) was fair, from a financial point of view, to the stockholders of the Company.

The full text of the Opinion, dated as of August 7, 2024, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The Opinion sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations and qualifications of the review undertaken by ACA in rendering its Opinion. You should read the Opinion carefully in its entirety. The Opinion was provided to the GSE Board to aid in its consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did the Opinion address the underlying business decision by GSE to engage in the Merger or address the terms of the Merger Agreement (except with respect to the Merger Consideration specifically referenced therein). The Opinion does not address any other aspect of the Merger, does not constitute a recommendation to any GSE stockholder as to how to vote with respect to the Merger or any other matter, and does not express any opinion as to the trading price of GSE common stock at any point in time.

For a description of the Opinion that ACA rendered to the GSE Board, see the section of this proxy statement entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Opinion of Ankura Capital Advisors, LLC.”

Interests of the Company’s Directors and Executive Officers in the Merger (page 55)

In considering the recommendation of the GSE Board that Company stockholders vote to approve and adopt the Merger Agreement, Company stockholders should be aware that the directors and executive officers of GSE have potential interests in the proposed Merger that may be different from or in addition to the interests of Company stockholders generally. The GSE Board was aware of these interests and considered them, among other matters, in making its recommendation that Company stockholders vote to approve and adopt the Merger Agreement. These interests include:

•	Executive officers of the Company hold RSUs, and the Merger Agreement provides for the acceleration of RSUs and payment of Merger Consideration for such RSUs;

•

Mr. Khanna’s employment agreement provides for a $100,000 cash bonus payment, in lieu of the acceleration for any RSUs issued to Mr. Khanna on or about August 2, 2024, in the event of a Change in Control (as defined in his employment agreement, which would include the closing of the Merger) prior to December 31, 2024;

•	The Company intends to make a cash bonus payment of $50,000 to Mr. Delongchamp upon the successful closing of the Merger;

•	The Non-Employee Directors of the Company have deferred their regular GSE Board fees in order to conserve cash for the Company and the Non-Employee Directors would receive payment for such arrearages upon the closing of the Merger;

•

Certain executive officers are party to employment agreements with the Company that provide for enhanced severance benefits following a Change in Control (as defined in such employment agreements and including the Merger) in the event that the employment of the executive officer is terminated without cause; and

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•	the Company’s directors and executive officers are entitled to continued insurance coverage under the Merger Agreement;

For a more complete description of these interests, see “Vote on Adoption of the Merger Agreement (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

Material U.S. Federal Income Tax Consequences of the Merger (page 60)

The receipt of cash by U.S. Holders (as defined under “Vote on Adoption of the Merger Agreement (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for shares of GSE common stock in the Merger will be a taxable transaction to such stockholders for U.S. federal income tax purposes. Each such U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the shares of GSE common stock surrendered in the merger. Backup withholding taxes may also apply to the cash payments made pursuant to the merger, unless the U.S. Holder complies with certification procedures under the backup withholding rules.

A stockholder that is a Non-U.S. Holder (as defined under “Vote on Adoption of the Merger Agreement (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of GSE common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States (the “U.S.”), but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Stockholders should read the section of this proxy statement captioned “Vote on Adoption of the Merger Agreement (Proposal 1) — Material U.S. Federal Income Tax Consequences of the Merger.”

This proxy statement contains a general discussion of U.S. federal income tax consequences of the Merger. Stockholders should also consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal estate, gift and other income and other non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Clearances (page 62)

The Transactions contemplated by the Merger Agreement and the Merger are not subject to any material regulatory clearances. Notwithstanding the foregoing, the Company operates in a highly regulated environment and cannot predict whether its regulators may take action to delay or prevent the closing of the Merger.

Appraisal Rights of GSE Stockholders (page 80)

If the Merger is consummated and certain conditions are met, GSE stockholders or beneficial owners who continuously hold their shares of GSE common stock through the Effective Time of the Merger, who do not vote in favor of the Merger, who properly demand in writing an appraisal of their shares delivered to the Company prior to the taking of the vote on the Merger Proposal and who otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Delaware law will be entitled to seek an appraisal by the Delaware Court of Chancery of the fair value of their shares of GSE common stock in cash as determined by the Delaware Court of Chancery under Section 262 of the Delaware General Corporation Law (the “DGCL”) as in effect at the time of the parties’ entry into the Merger Agreement (“Section 262”). This means that GSE stockholders or beneficial owners may be entitled to have their shares of GSE common stock appraised by the Delaware Court of Chancery, and to receive payment in cash of the “fair value” of their shares of GSE common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value” (or in certain circumstances described in further detail in the section of this proxy statement captioned “Appraisal Rights,” on the difference between the amount determined to be the “fair value” and the amount paid by the surviving corporation in the Merger to each GSE stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, GSE stockholders or beneficial owners who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

GSE stockholders or beneficial owners considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as,

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or less than the value of the Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of GSE common stock.

To exercise appraisal rights, GSE stockholders or beneficial owners must: (i) deliver a written demand for appraisal to the Company before the vote is taken on the Merger Proposal; (ii) not submit a proxy or otherwise vote in favor of the Merger Proposal; (iii) continue to hold (in the case of a holder of record) or continue to own (in the case of a beneficial owner) shares of GSE common stock through the effective date of the Merger; and (iv) otherwise comply with the requirements of Section 262. Failure to follow the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings as to all persons who otherwise would be entitled to appraisal rights unless certain ownership thresholds are satisfied by the GSE stockholders or beneficial owners who properly and timely demand appraisal in accordance with Section 262 of the DGCL. The DGCL requirements for exercising and perfecting appraisal rights are described in further detail in this proxy statement, which is qualified in its entirety by Section 262 of the DGCL. The relevant section of the DGCL regarding appraisal rights, as in effect at the time of the parties’ entry into the Merger Agreement, is attached to this proxy statement as Annex C. If you hold your shares of GSE common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified listed required by Section 262(f) of the DGCL. For more information, please see the section of this proxy statement captioned “Appraisal Rights.”

Delisting and Deregistration of GSE common stock (page 62)

If the Merger is completed, GSE common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

Takeover Proposals; No Solicitation (page 70)

Except as permitted by the Merger Agreement, the Company shall not, and must cause its subsidiaries not to, and must instruct and use its reasonable best efforts to cause its and its subsidiaries’ directors, officers, agents, control persons, employees, consultants, professional advisers, including attorneys, accountants, and financial advisors, not to, directly or indirectly:

•

solicit, initiate, or knowingly encourage, or take any other action designed to facilitate, any expression of interest, inquiry or the making of any offer or proposal which constitutes, or may reasonably be expected to lead to, any “Takeover Proposal” as defined in the section entitled “The Merger Agreement — Takeover Proposals; No Solicitation”;

•

execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other commitment, agreement, arrangement, or understanding relating to any Takeover Proposal;

•	enter into, continue, encourage or otherwise participate or engage in any discussions or negotiations regarding any Takeover Proposal;

•	(a) provide or afford access to its properties, assets, books and records, personnel, or (b) furnish to any person any material non-public information in connection with, or relating to, any Takeover Proposal, or the making thereof, or any inquiry or proposal with respect thereto;

•	approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any proposal that constitutes a Takeover Proposal,

•

fail to enforce or grant any waiver or release under any “standstill” or similar agreement with respect to any class of securities of the Company or any of its subsidiaries, or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the GSE Board unless the GSE Board determines in good faith (after consultation with its outside legal advisors) that the failure to do so would be inconsistent with its fiduciaries duties pursuant to applicable law; or

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•	authorize, agree or commit to do any of the foregoing.

However, prior to the time the Merger Agreement is approved by the requisite stockholder vote at the Special Meeting, if GSE receives a bona fide written Takeover Proposal not solicited in material violation of the Company’s non-solicitation obligations under the Merger Agreement, and if the GSE Board determines in good faith after consultation with outside legal counsel and financial advisors based on the information then available that (1) the Takeover Proposal constitutes or would reasonably be expected lead to a “Superior Proposal” (as defined in the section entitled “The Merger Agreement — Takeover Proposals; No Solicitation — Receipt of Takeover Proposals”) and (2) the failure to take the applicable action with respect to such Takeover Proposal would be inconsistent with the GSE Board’s fiduciary duties to the Company and its stockholders under applicable law, then GSE may:

•	furnish information with respect to the Company to the party making such Takeover Proposal, subject to specific conditions described in the section entitled “The Merger Agreement — Takeover Proposals; No Solicitation — Receipt of Takeover Proposals”; and

•	engage in discussions or negotiations with such party regarding such Takeover Proposal.

Adverse Recommendation Change; Alternative Transaction Agreement (page 71)

The GSE Board has unanimously recommended that GSE stockholders vote “FOR” the Merger Proposal. The Merger Agreement permits the GSE Board to effect an “Adverse Recommendation Change” (as described in the section entitled “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement”) only in certain limited circumstances, as described below.

Before the requisite stockholder approval of the Merger Agreement is obtained, the GSE Board may effect an Adverse Recommendation Change and/or terminate the Merger Agreement, in each case if the GSE Board has determined in good faith, after consultation with its outside legal counsel and financial advisors, that a Takeover Proposal constitutes a Superior Proposal and the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable law. Before effecting an Adverse Recommendation Change or terminating the Merger Agreement in response to a Superior Proposal, (1) GSE must have given Parent at least five business days’ prior written notice of its intention to do so, (2) GSE must have afforded Parent the opportunity to negotiate in good faith with GSE regarding any revisions to the terms of the transactions contemplated by the Merger Agreement in response to the Superior Proposal and (3) at the end of the notice period, the GSE Board must have determined in good faith, after consultation with its outside legal counsel and financial advisors, that the Takeover Proposal (after taking into account any adjustments or modifications to the Merger Agreement proposed by Parent) continues to constitute a Superior Proposal and failure to effect an Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable law. See the section entitled “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement.”

Further, the Company would be required to pay a termination fee to Parent in the event the GSE Board determines to terminate the Merger Agreement in connection with a Superior Proposal and Adverse Recommendation Change. See the sections entitled “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement” and “The Merger Agreement — Termination.”

Termination (page 75)

The Merger Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time in the following circumstances:

•	by the mutual written consent of Parent and GSE;

•	by either Parent or GSE, if:

○

a governmental entity of competent jurisdiction has issued an order permanently restraining, enjoining, or otherwise prohibiting or making illegal the Merger and such order shall have become final and non-appealable (provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party that has breached in any material respect its obligations under the Merger Agreement in any manner that was the primary cause of a governmental entity issuing such an order);

○

the Merger has not been consummated by six months after August 8, 2024 (the “outside date”) (provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party that has breached in any material respect its obligations under the Merger Agreement in any manner that was the proximate cause of the Merger failing to consummate by the outside date); or

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○	if the requisite stockholder approval of the Merger Agreement is not obtained at the Special Meeting or any adjournment or postponement thereof;

•	by GSE, if:

○

prior to the time the requisite stockholder approval of the Merger Agreement is obtained and for so long as GSE is in compliance with its non-solicitation obligations under the Merger Agreement, GSE terminates the Merger Agreement in connection with entering into an Alternative Transaction Agreement providing for a Superior Proposal in accordance with the terms described in the section entitled “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement” and, concurrently with the termination, GSE pays to Parent the Company Termination Fee (as defined below); or

○

Parent or Merger Sub has materially breached or failed to perform any of its representations, warranties, or covenants which (a) would result in a failure of a condition precedent to GSE’s obligation to complete the Merger and (b) is not curable by Parent by the outside date or, if curable, is not cured by Parent within thirty calendar days following receipt of written notice from GSE of such breach or failure to perform;

•	by Parent, if:

○	prior to the time the requisite stockholder approval of the Merger Agreement is obtained, (a) the GSE Board effects an Adverse Recommendation Change or (b) GSE pursues or agrees to pursue a definitive agreement with respect to a Superior Proposal; or

○

GSE has materially breached or failed to perform any of its representations, warranties, or covenants which (a) would result in a failure of a condition precedent to Parent’s obligation to complete the Merger and (b) is not curable by GSE by the outside date or, if curable, is not cured by GSE within thirty calendar days following receipt of written notice from GSE of such breach or failure to perform.

Termination Fees (page 75)

GSE will be required to pay Parent a termination fee in an amount equal to $600,000.00 (the “Company Termination Fee”) in the following circumstances:

•	if Parent terminates the Merger Agreement under specified circumstances where the GSE Board has made an Adverse Recommendation Change or where GSE pursues or agrees to pursue a definitive agreement with respect to a Superior Proposal;

•	if GSE terminates the Merger Agreement in order to enter into an Alternative Transaction Agreement providing for a Superior Proposal in accordance with the terms described in the section entitled “The Merger Agreement — Takeover Proposals; No Solicitation”; or

•

if prior to the Effective Time, (a) a Takeover Proposal has been publicly disclosed or announced by any person (other than Parent) (a “Company Takeover Proposal”); (b) a Takeover Proposal remains outstanding and at such time: (i) the Merger Agreement is terminated because the Merger had not occurred by the outside date, (ii) the requisite GSE stockholder approval of the Merger Agreement is not obtained at the Special Meeting or at any postponement or adjournment thereof, or (iii) the Company has breached any of its representations, warranties, or covenants which would result in a failure of a condition precedent to Parent’s obligation to complete the Merger and is not cured or curable by GSE; and (c) within twelve months after the termination referred to in the preceding sub-clause (b), the Company enters into a definitive agreement with respect to the Takeover Proposal.

The Termination Fee is the sole and exclusive remedy of Parent and Merger Sub against GSE under the Merger Agreement, except in the event of fraud or a willful breach by GSE of its obligations under the Merger Agreement. However, in no event will GSE’s liability for monetary damages to Parent or Merger Sub arising under the Merger Agreement exceed $600,000.00 and in no event will GSE be obligated to pay the Company Termination Fee more than once.

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QUESTIONS REGARDING THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the Special Meeting and the proposals to be voted on at the Special Meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information.”

Q:	Why am I receiving these proxy materials?

On August 8, 2024, the Company entered into the Merger Agreement pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the Merger. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated herein by reference. GSE stockholders must approve and adopt the Merger Agreement for the Merger to occur. If GSE stockholders fail to approve and adopt the Merger Agreement, the Merger will not occur. You are receiving this proxy statement in connection with the solicitation of proxies by the GSE Board in favor of the Merger Proposal and to approve the other related proposals to be voted on at the Special Meeting.

Q:	When and where is the Special Meeting?

We will be hosting the Special Meeting via live webcast only. The Special Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/GVP2024SM on October 25, 2024 at 11 a.m. Eastern Time. Regardless of whether you are the “record holder” of your shares or your shares are held in street name, if you held your shares as of the close of business on September 16, 2024, you are welcome to attend the meeting. Stockholders may vote and submit questions while attending the Special Meeting online. The webcast will open approximately 15 minutes before the start of the Special Meeting. In order to enter the Special Meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of GSE common stock, or included with your voting instruction card and voting instructions received from your broker, bank, or other agent if you hold shares of GSE common stock in a “street name.” Instructions on how to attend and participate online are also available at www.virtualshareholdermeeting.com/GVP2024SM. Information on how to vote online at the virtual special meeting is discussed below.

Q:	Who is entitled to vote at the Special Meeting?

Only holders of record of GSE common stock as of the close of business on September 16, 2024, the record date for the Special Meeting, are entitled to receive these proxy materials and to vote their shares at the Special Meeting. Each share of GSE common stock issued and outstanding as of the close of business on the record date will be entitled to one vote on each matter submitted to a vote at the Special Meeting.

Q:	What matters will be voted on at the Special Meeting?

A:	You will be asked to consider the following proposals:

•	to approve and adopt the Merger Agreement and the Merger Proposal;

•	to approve, on an advisory (non-binding) basis, the Compensation Proposal; and

•	to approve the Adjournment Proposal.

Q:	May I attend the Special Meeting virtually and vote at the Special Meeting?

Yes. If you are a GSE stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on October 25, 2024, and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a GSE stockholder of record, you will need your assigned control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices.

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Even if you plan to attend the Special Meeting virtually, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting virtually and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares virtually at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

Q:	What will I receive if the Merger is completed?

Upon the terms and subject to the condition of the Merger Agreement, at the Effective Time, each share of GSE common stock issued and outstanding immediately before the Effective Time (other than shares held or owned by stockholders or beneficial owners, as applicable, of the Company who have, prior to the Effective Time, complied with the applicable provisions of Section 262 of the DGCL with respect to appraisal rights) will be converted into the right to receive the merger consideration of $4.10 per share in cash, without interest (the “Merger Consideration”).

Q:	What will holders of GSE equity awards receive if the merger is consummated?

A:	At the Effective Time, each:

•

each outstanding RSU, whether vested or unvested, will automatically become fully vested and be canceled and converted automatically into the right of the holder to receive a cash payment (without interest) equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such RSU (subject to applicable tax withholdings);

•

each outstanding PSU for which the applicable performance period HAS ended at or prior to the Effective Time (each, a “Vested PSU”) will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest), if any, equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such Vested PSU earned based on actual performance during the applicable performance period (subject to applicable tax withholdings); and

•

Pursuant to the terms of the Merger Agreement, the Company does not believe that any PRSUs will vest and receive Merger Consideration. The Company believes that (i) 22,857 RSUs will either vest prior to the closing of the Merger or be accelerated and vest upon the closing of the Merger and result in the payment of Merger Consideration; and (ii) 95,000 RSUs issued to Ravi Khanna earlier this year will be forfeited at the closing.

Q:	How many shares are needed to constitute a quorum?

A majority of the shares entitled to vote, present virtually or represented by proxy, will constitute a quorum at the Special Meeting. If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed from time to time by the presiding officer (subject to the terms of the Merger Agreement and the Company’s Third Amended and Restated By-Laws) until a quorum is obtained.

As of the close of business on September 16, 2024, the record date for the Special Meeting, there were 3,471,677 shares of GSE common stock outstanding and entitled to vote at the Special Meeting.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special

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Meeting. If you hold your shares in “street name” and do not give any instruction to your broker, bank or other nominee as to how your shares should be voted at the Special Meeting, those shares will not be entitled to vote on any proposal at the Special Meeting and will not be counted for purposes of establishing a quorum.

Q:	What vote of GSE stockholders is required to approve and adopt the Merger Agreement?

Approval and adoption of the Merger Agreement requires the affirmative vote of a majority of the shares of GSE common stock outstanding at the close of business on the record date for the Special Meeting. A failure to vote your shares of GSE common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

Q:	What vote of GSE stockholders is required to approve the remaining proposals to be voted upon at the Special Meeting?

The approval of the Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the Merger.

Q:	How does the GSE Board recommend that I vote?

A:	The GSE Board unanimously recommends that GSE stockholders vote:

•	“FOR” the Merger Proposal;

•	“FOR” the Compensation Proposal; and

•	“FOR” the Adjournment Proposal.

For a discussion of the factors that the GSE Board considered in determining to recommend the approval and adoption of the Merger Agreement, please see the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Reasons for the Merger; Recommendation of the GSE Board.” In addition, in considering the recommendation of the GSE Board with respect to the Merger Agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. For a discussion of these interests, please see the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

Q:	How do GSE directors and officers intend to vote?

We currently expect that the Company’s directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the Special Meeting, although they have no obligation to do so. At the close of business on the record date, current directors and executive officers of the Company were entitled to vote approximately 148,021 shares of GSE common stock, or approximately 4.262% of the shares of GSE common stock issued and outstanding on that date.

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Q:	When is the Merger expected to be completed?

We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent, Merger Sub and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the requisite stockholder approval of the Merger Agreement is obtained, the GSE Board will not have the right to terminate the Merger Agreement in order to accept any alternative acquisition proposal. We expect to complete the Merger promptly after the requisite stockholder approval of the Merger Agreement is obtained.

Q:	What happens if the Merger is not completed?

If the Merger Agreement is not approved and adopted by the Company’s stockholders, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of GSE common stock in connection with the Merger. Instead, the Company will remain a public company, and shares of GSE common stock will continue to be registered under the Exchange Act, as well as listed and traded on NASDAQ. In the event that either GSE or Parent terminates the Merger Agreement, then, in certain specified circumstances, GSE may be required to pay Parent a termination fee in an amount equal to $600,000. See the section entitled “The Merger Agreement — Termination” and the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Effect on GSE if the Merger is Not Completed.”

Q:	What do I need to do now? How do I vote my shares of GSE common stock?

A:	We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the documents incorporated by reference in this proxy statement, and to consider how the Merger affects you. Your vote is important, regardless of the number of shares of GSE common stock you own.

Voting Virtually

Stockholders of record will be able to vote virtually at the Special Meeting. If you are not a stockholder of record, but instead hold your shares of GSE common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote virtually at the Special Meeting.

It is not necessary to virtually attend the Special Meeting in order to vote your shares. To ensure that your shares of GSE common stock are voted at the Special Meeting, GSE recommends that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting virtually.

Attending the Special Meeting virtually does not itself constitute a vote on any proposal.

Shares of GSE common stock Held by Record Holder

You can also ensure that your shares are voted at the Special Meeting by submitting your proxy via:

•	telephone, by calling the toll-free telephone number indicated on the proxy card;

•	the Internet by following the instructions on the proxy card; or

•	mail, by completing, signing and returning the proxy card in the postage-paid envelope provided with this proxy statement so that it is received in time for the Special Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal, your proxy will be voted “FOR” (1) the Merger Proposal, (2) the Compensation Proposal, and (3) the Adjournment Proposal.

We encourage you to vote by proxy even if you plan on virtually attending the Special Meeting.

A failure to vote or an abstention will have the same effect as voting “AGAINST” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

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Shares of GSE common stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Because brokers, banks and other nominees do not have discretionary voting authority with respect to any of the proposals to be voted on at the Special Meeting, without your instructions, your shares held in street name will not be present or represented by proxy at the Special Meeting, will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and will not be voted on any of the proposals to be voted on at the Special Meeting. However, if a beneficial owner of shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

Q:	Can I revoke my proxy?

Yes. You can revoke your proxy at any time before the vote is taken at the Special Meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company at GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Corporate Secretary, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by virtually attending the Special Meeting and voting virtually; however, simply attending the Special Meeting virtually will not cause your proxy to be revoked. Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting virtually at the Special Meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote virtually at the Special Meeting.

Q:	What happens if I do not vote or if I abstain from voting on the proposals?

The requisite number of shares to approve the Merger Proposal is based on the total number of shares of GSE common stock outstanding on the record date, not just the shares that are voted. If you do not vote, or if you abstain from voting, on the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your nominee may not vote your shares on the Merger Proposal.

The requisite number of shares to approve the other two proposals is based on the total number of votes properly cast for and against those proposals, assuming a quorum is present. If you do not vote or if you abstain from voting, it will have the same effect as voting “AGAINST” the Compensation Proposal and the Adjournment Proposal (assuming that a quorum is present).

Q:	What will happen if GSE stockholders do not approve the Compensation Proposal?

The inclusion of this proposal is required by the rules of the SEC; however, the approval of this proposal is not a condition to the completion of the Merger. In addition, the vote on this proposal is an advisory vote by stockholders and will not be binding on GSE or Parent. If the Merger Agreement is approved and adopted by the Company’s stockholders and the Merger is completed, the merger-related compensation may be paid to the Company’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if stockholders fail to approve this proposal.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by GSE.

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of GSE common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Because of the non-routine nature of the proposals to be voted on at the Special Meeting, your broker, bank or other nominee is not authorized to vote your shares on any proposal without instructions from you. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you have obtained a legal proxy from your broker, bank or other nominee, as the stockholder of record, authorizing you to vote your shares.

Q:	If my broker holds my shares in “street name,” will my broker vote my shares for me?

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal, but will have no effect on the other two proposals (assuming that a quorum is present).

Q:	Will my shares of GSE common stock held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

No. Because any shares of GSE common stock you may hold in “street name” will be deemed to be held by a different stockholder (that is, your custodial bank, broker or other financial nominee) than any shares of GSE common stock you hold of record, any shares of GSE common stock held in “street name” will not be combined for voting purposes with shares of GSE common stock you hold of record. Similarly, if you own shares of GSE common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of GSE common stock because they are held in a different form of record ownership. Shares of GSE common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card. Shares of GSE common stock held in an individual retirement account must be voted under the rules governing the account. This means that, to ensure all your shares are voted at the Special Meeting, you should read carefully any proxy materials received and follow the instructions included therewith.

Q:	What does it mean if I get more than one proxy card or voting instruction card?

If your shares of GSE common stock are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the Internet) to ensure that all of your shares of GSE common stock are voted.

Q:	What happens if I sell my shares of GSE common stock before completion of the Merger?

In order to receive the Merger Consideration, you must hold your shares of GSE common stock through completion of the Merger. Consequently, if you transfer your shares of GSE common stock before completion of the Merger, you will have transferred your right to receive the Merger Consideration in the Merger.

The record date for stockholders entitled to vote at the Special Meeting is earlier than the completion of the Merger. If you transfer your shares of GSE common stock after the record date but before the closing of the Merger, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies GSE in writing of such special arrangements, you will have the right to vote at the Special Meeting but not the right to receive the Merger Consideration. You will also lose the ability to exercise appraisal rights in connection with the Merger with respect to the transferred shares. Even if you sell or otherwise transfer your shares of GSE common stock after the record date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically or by telephone using the instructions provided in the enclosed proxy card.

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Q:	May I exercise dissenters’ rights or rights of appraisal in connection with the Merger?

Yes. In order to exercise your appraisal rights, you must follow the requirements set forth in Section 262 of the DGCL. Under Delaware law, if the Merger is consummated and certain conditions are met, GSE stockholders or beneficial owners who continuously hold or continuously own, as applicable, their shares of GSE common stock through the effective date of the Merger, do not vote in favor of the Merger, properly demand in writing an appraisal of their shares delivered to the Company prior to the taking of the vote on the Merger Proposal and otherwise comply with, and do not validly withdraw or otherwise lose their appraisal rights under, the applicable provisions of Delaware law will be entitled to appraisal rights to receive, in cash, the “fair value” of their shares as determined by the Delaware Court of Chancery in accordance with Section 262 of the DGCL, the provisions of which are summarized in this proxy statement. If the Merger is consummated and certain conditions are met, GSE stockholders and beneficial owners who properly exercise their appraisal rights in compliance with Section 262 of the DGCL will be entitled to have the Delaware Court of Chancery determine, and to be paid, the “fair value” of their shares, exclusive of any element or value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the “fair value.” The appraisal amount could be more than, the same as or less than the amount a GSE stockholder would be entitled to receive under the terms of the Merger Agreement. For additional information, see the section entitled “Appraisal Rights.” A copy of Section 262 of the DGCL, as in effect at the time of the parties’ entry into the Merger Agreement, is attached to this proxy statement as Annex C.

Q:	What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of GSE common stock held through brokerage firms. If your family has multiple accounts holding GSE common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:	What is a proxy?

A proxy is your legal designation of another person to vote your shares of GSE common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of GSE common stock is called a “proxy card.”

Q:	If a stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted “for” or “against” or to “abstain” from voting on all, some or none of the specific items of business to come before the Special Meeting.

Q:	Who pays the cost for soliciting proxies?

We will pay the expenses of soliciting proxies. Following the original mailing of the soliciting materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur. In addition, we have retained Innisfree at a fee of $20,000, plus additional costs in the event of a telephone campaign and the repayment certain out-of-pocket expenses, to act as our proxy solicitor in connection with the proposals to be acted upon

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at the Special Meeting. Pursuant to an agreement, Innisfree has agreed to solicit proxies from our stockholders on our behalf in connection with the Special Meeting. If you have any questions about submitting your proxy or require assistance, please contact Innisfree toll-free at (877) 750-5837 or collect at (212) 750-5833. Innisfree’s address is 501 Madison Avenue, 20th floor, New York, New York 10022.

Q:	Where can I find the voting results of the Special Meeting?

If available, GSE may announce preliminary voting results at the conclusion of the Special Meeting. GSE intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that GSE files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.”

Q:	Where can I find more information about GSE?

A:	You can find more information about the Company from various sources described in the section entitled “Where You Can Find Additional Information.”

Q:	Who can help answer my other questions?

If you have more questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Innisfree toll-free at (877) 750-5837 or collect at (212) 750-5833. Innisfree’s address is 501 Madison Avenue, 20th floor, New York, New York 10022.

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: completion of the Merger is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; risks related to the disruption of management’s attention from GSE’s ongoing business operations due to the Merger; the effect of the announcement of the Merger on GSE’s relationships with its customers, suppliers and other third parties, as well as its operating results and business generally; the potential difficulties in employee retention as a result of the Merger; the risk that the Merger Agreement may be terminated in circumstances that may require GSE to pay Parent a termination fee; the outcome of any legal proceedings that may be instituted against GSE and others related to the Merger Agreement or the transactions contemplated thereby; the fact that, if the Merger is completed, stockholders will forgo the opportunity to realize the potential long term value of the successful execution of GSE’s current strategy as an independent company; required approvals to complete the Merger by GSE stockholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of GSE prior to the consummation of the Merger; and the risk that the stock price of GSE may decline significantly if the Merger is not completed; the possibility that Parent could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of GSE’s assets to one or more purchasers, that could conceivably produce a higher aggregate value than that available to stockholders in the Merger; the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to satisfy the closing conditions to the Merger; our ability to obtain necessary funding; the timing and scope of regulatory approvals; changes in laws and regulations to which we are subject; competitive pressures; risks relating to business interruptions; and other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2023 and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

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PARTIES TO THE MERGER

GSE Systems, Inc.

GSE is a Delaware corporation incorporated on March 30, 1994, and based in Columbia, Maryland. We completed our initial public offering in 1995, and our GSE common stock trades on NASDAQ under the symbol “GVP.” The principal executive offices of GSE are located at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, and its telephone number is (410) 970-7800. GSE’s corporate web address is www.gses.com.

GSE is a leading provider of engineering services and technology, expert staffing, and simulation software to clients in the power and process industries. GSE provides customers with simulation, engineering technology, engineering and plant services that help clients reduce risks associated with operating their plants, increase revenue through improved plant and employee performance, and lower costs through improved operational efficiency. In addition, GSE provides professional services that help clients fill key vacancies in the organization on a short-term basis, including but not limited to, the following: procedure writing, planning and scheduling; engineering; senior reactor operator training and certification; technical support and training personnel focused on regulatory compliance and certification in the nuclear power industry.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference into this proxy statement. See the section entitled “Where You Can Find Additional Information.”

Nuclear Engineering Holdings LLC

Gamma Nuclear Merger Sub LLC

Merger Sub is a Delaware limited liability company and a direct, wholly owned subsidiary of Parent and was formed on July 19, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, the separate corporate existence of Merger Sub will cease and GSE will continue as the surviving corporation and a direct, wholly owned subsidiary of Parent (the “surviving corporation”). Merger Sub’s principal executive offices are located at 2050 W. Sam Houston Pkwy S #1550, Houston, TX 77042, and its telephone number is 713-559-7110.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the GSE Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to the Company’s stockholders as part of the solicitation of proxies by the GSE Board for use at the Special Meeting, which will be held virtually on October 25, 2024, at 11 a.m. Eastern Time, or at any adjournment or postponement thereof. The Company will hold the special meeting on October 25, 2024, at 11 a.m. Eastern Time via live webcast on the Internet at www.virtualshareholdermeeting.com/GVP2024SM (the “Special Meeting”).

For information regarding attending the Special Meeting, please see “The Special Meeting — Voting; Proxies; Revocation — Attendance.”

Purposes of the Special Meeting

At the Special Meeting, GSE stockholders will be asked to consider and vote on the following proposals:

1.	to consider and vote on the proposal to approve and adopt the Merger Agreement;

2.	to approve, on an advisory (non-binding) basis, the Compensation Proposal; and

3.	to approve Adjournment Proposal.

GSE stockholders must approve and adopt the Merger Agreement for the Merger to occur. If GSE stockholders fail to approve and adopt the Merger Agreement, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and the material provisions of the Merger Agreement are described in the section entitled “The Merger Agreement.”

The Compensation Proposal is a vote separate and apart from the vote to approve and adopt the Merger Agreement. Accordingly, a GSE stockholder may vote to approve the Compensation Proposal and vote not to approve and adopt the Merger Agreement and vice versa. Because the vote on the Compensation Proposal is advisory in nature only, it will not be binding on either GSE or Parent. Accordingly, if the Merger Agreement is approved by the Company’s stockholders and the Merger is completed, the merger-related compensation may be paid to the Company’s executive officers even if the stockholders fail to approve the Compensation Proposal.

This proxy statement and the enclosed form of proxy are first being mailed to GSE stockholders on or about September 16, 2024, and the mailing is expected to be completed on or about September 24, 2024.

Record Date and Quorum

The holders of record of GSE common stock as of the close of business on September 16, 2024, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. At the close of business on the record date, 3,471,677 shares of GSE common stock were outstanding and entitled to vote at the Special Meeting. A majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum at the Special Meeting. Once a share is present in person or represented by proxy at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting, even if the share of GSE common stock is not voted, including any shares of GSE common stock for which a stockholder directs to abstain from voting. If a quorum is not present at the Special Meeting, under the Company’s bylaws, the chairman of the Special Meeting and the stockholders entitled to vote at the Special Meeting (acting by the affirmative vote of a majority in voting power at the Special Meeting) each have the power to adjourn the Special Meeting until a quorum is present or represented. If you hold your shares in “street name” and do not give any instruction to your broker, bank or other nominee as to how your shares should be voted at the Special Meeting, those shares will not be entitled to vote on any proposal at the Special Meeting and will not be counted for purposes of establishing a quorum. If you hold your

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shares in “street name” and instruct your bank, broker or other nominee how to vote on at least one, but not all of the proposals to be considered at the Special Meeting, your shares of GSE common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

Required Vote

Each share of GSE common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the Special Meeting.

For the Company to complete the Merger, GSE stockholders holding a majority of the shares of GSE common stock outstanding and entitled to vote at the close of business on the record date must vote “FOR” the Merger Proposal. A failure to vote your shares of GSE common stock or an abstention from voting will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires the affirmative vote of a majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the compensation proposal, assuming a quorum is present at the Special Meeting. A failure to vote your shares of GSE common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on the Compensation Proposal (assuming that a quorum is present). An abstention will have the same effect as a vote “AGAINST” the Compensation Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal, regardless of whether a quorum is present at the Special Meeting. If no quorum is present or represented at the Special Meeting, the chairman of the Special Meeting or stockholders entitled to vote at the Special Meeting (acting by the affirmative vote of a majority in voting power at the Special Meeting), may adjourn the Special Meeting from time to time, without further notice other than announcement at the Special Meeting of the time and place of the adjourned meeting. A failure to vote your shares of GSE common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on the Adjournment Proposal. An abstention will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date, current directors and executive officers of the Company were entitled to vote approximately 148,021 shares of GSE common stock, or approximately 4.262% of the shares of GSE common stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.

Voting; Proxies; Revocation

Attendance

To attend the Special Meeting virtually, you must provide proof of ownership of GSE common stock as of the close of business on the record date. If you hold your shares in “street name,” and you also wish to be able to vote virtually at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

Voting Virtually

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Providing Voting Instructions by Proxy

To ensure that your shares of GSE common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to virtually attend the Special Meeting.

Shares of GSE common stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

•	Telephone Voting: You may vote by telephone by calling the toll-free telephone number indicated on the proxy card. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

•	Internet Voting: You may vote electronically over the Internet by following the instructions on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

•

Return Your Proxy Card By Mail: You may vote by completing, signing and returning the proxy card in the postage-paid envelope provided with this proxy statement so that it is received in time for the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record on the record date, unless you virtually attend the Special Meeting and vote virtually, the effect will be that your shares of GSE common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the Merger Proposal and, assuming a quorum is present, will not affect the Compensation Proposal or the Adjournment Proposal.

•	Vote at the Meeting: You may cast your vote virtually at the Special Meeting, Virtual ballots will be distributed to anyone who wants to vote virtually at the Special Meeting.

Shares of GSE common stock Held in “Street Name”

In accordance with the rules of NASDAQ, brokers, banks and other nominees that hold shares of GSE common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Compensation Proposal or the Adjournment Proposal, if necessary or appropriate, including to solicit additional proxies. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions with respect to these proposals from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you virtually attend the Special Meeting with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of GSE common stock not being deemed present for purposes of determining whether a quorum is present at the Special Meeting and not being voted on any of the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. However, if a beneficial owner of shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

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Revocation of Proxies

•

•	virtually attending the Special Meeting and voting by virtual ballot; or

•	delivering a written notice of revocation dated after the date of the proxy being revoked by mail to the Company at GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Corporate Secretary in accordance with the instructions on the enclosed proxy card.

Abstentions

Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal, as applicable. Assuming a quorum is present at the Special Meeting, the requisite number of shares to approve the other two proposals is based on the total number of votes properly cast for and against those proposals.

Solicitation of Proxies

The GSE Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of the Company’s outstanding GSE common stock. The Company has retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist the GSE Board in the solicitation of proxies for the Special Meeting. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by Innisfree M&A Incorporated or, without additional compensation, by certain of the Company’s directors, officers and employees.

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VOTE ON ADOPTION OF THE MERGER AGREEMENT (PROPOSAL 1)

The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.

Certain Effects of the Merger

Pursuant to the terms of the Merger Agreement, if the Merger Agreement is approved and adopted by the Company’s stockholders and the other conditions to the closing of the Merger are satisfied or waived, Merger Sub will be merged with and into GSE, with GSE surviving the merger as a direct, wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of GSE common stock issued and outstanding immediately before the Effective Time (other than shares owned by stockholders of the Company who, prior to the Effective Time, have complied with the applicable provisions of Section 262 of the DGCL with respect to appraisal rights) will be converted into the right to receive the Merger Consideration of $4.10 per share in cash, without interest. Parent, GSE, Merger Sub, the surviving corporation and the paying agent for the Merger Consideration will each be entitled to deduct and withhold any amounts due under applicable tax laws from the amounts that would otherwise be payable under the terms of the Merger Agreement.

The Company’s GSE common stock is currently registered under the Exchange Act and is listed on NASDAQ under the symbol “GVP.” As a result of the Merger, the Company will cease to be a publicly traded company and will be indirectly wholly owned by Parent. Following the completion of the Merger, the Company’s GSE common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC with respect to its GSE common stock in accordance with applicable law, rules and regulations.

Effect on GSE if the Merger is Not Completed

If the Merger Agreement is not adopted by the stockholders, or if the Merger is not completed for any other reason:

•	GSE stockholders will not be entitled to, nor will they receive, any payment for their respective shares of GSE common stock pursuant to the Merger Agreement;

•	GSE will remain an independent public company, GSE’s GSE common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and GSE will continue to file periodic reports under the Exchange Act with the SEC;

•	Beginning on August 1, 2024, GSE has elected to discontinue future pursuit of the Workforce Solutions business line and management will continue to winddown legacy relationships;

•

Subject to the foregoing, GSE anticipates that (a) management will operate the business in a manner substantially similar to that in which it is being operated today and (b) stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to GSE’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which GSE operates and economic conditions;

•	the price of GSE common stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of GSE common stock would return to the price at which it trades as of the date of this proxy statement;

•

the GSE Board will continue to evaluate and review GSE’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the GSE Board will be offered or that GSE’s business, prospects and results of operations will be adversely impacted);

•	the Parent Note will remain outstanding, and the Company will be obligated to repay the Parent Note with interest payments due and payable on the last business day of each calendar month and all remaining interest and principal due on the Maturity Date or August 9, 2025; and

•	under certain other specified circumstances, GSE will be required to pay Parent a termination fee in an amount equal to $600,000.00 concurrently with or following the termination of the Merger Agreement.

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Background of the Merger

The following chronology summarizes the key meetings and events involving GSE Systems, Inc. (the “Company” or “GSE”), Pelican Energy Partners Base Zero LP (together with its affiliates, “Pelican”) and other persons that led to the signing of the Agreement and Plan of Merger, dated August 8, 2024 (the “Merger Agreement”), between the Company, Nuclear Engineering Holdings LLC (“Parent”), and Gamma Nuclear Merger Sub LLC (“Merger Sub”). This chronology does not purport to catalogue every conversation and correspondence among representatives of the Company and Pelican or other bidders and their representations, affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated. All references to the Company’s board of directors herein shall mean the board of directors as comprised of those directors of the Company sitting on the board of directors at the time of dates and times referenced herein.

Our board of directors (the “Board”), together with our senior management (“Management”), regularly reviews and, when advisable, revises our long-term strategies and objectives in light of developments in the power industry, debt financing and capital market conditions and our business. While reviewing our long-term strategies and objectives, the Board and Management have considered various potential strategic alternatives with the goal of maximizing stockholder value including potential debt and equity issuances, rights offerings, acquisitions and dispositions, and business combination transactions, and have recognized that the Company continues to face challenges as a small public company and that a potential sale of the Company may be in the best interest of stockholders. These challenges include the cost of being a public company, the long sales cycles in the nuclear power industry, the lingering impact of the COVID-19 pandemic – particularly on the Workforce Solutions segment of our business, the risk of another slowdown of the economy, the Company’s difficulty in obtaining short-term working capital or other debt on non-dilutive terms, the limited availability of financing and refinancing options, expected continuing high interest rates, the increased regulatory burden associated with doing business abroad (particularly the increased burden of delivering nuclear-related services in China), our smaller size relative to many of our competitors (most of whom are now affiliated with larger companies in the power industry), limited liquidity in our shares of common stock (“GSE common stock” or “Company common stock”), the volatility of the market price of GSE common stock, the ongoing challenges of recruiting and maintaining talent in the current environment, the Company’s challenges and disclosures related to its liquidity, cash flow and ability to continue as a going concern, and recent difficulty associated with maintaining compliance with the NASDAQ minimum bid price requirement in light of the limited liquidity in GSE common stock and the volatility in the price of GSE common stock.

In or about July 2019, the Board determined that it was in the best interest of the Company and its stockholders to explore potential strategic alternatives. On July 19, 2019, the Board formed a transaction committee comprised of two independent, non-employee directors (the “Initial Transaction Committee”). On July 22, 2019, after interviewing three financial advisors, the Company retained Investment Bank X. After due consideration, the Board determined that the exploration of a potential sale of the Company was in the best interest of the Company and its stockholders. In 2019 and 2020, the Board and the Initial Transaction Committee conducted regular meetings and vigorously pursued a sale process led by Investment Bank X. Investment Bank X contacted 286 potential bidders, 143 potential bidders entered into confidentiality agreements and received confidential information, and three bidders submitted indications of interest. Company A emerged as the strongest bidder with the highest bid, and, over the ensuing months, the Board and the Initial Transaction Committee made substantial progress negotiating the form and amount of merger consideration and other material business terms with Company A.

In March 2020, however, the World Health Organization declared the COVID-19 virus a global pandemic. The COVID-19 pandemic caused worldwide disruption. Parts of the Company’s business were adversely affected by the COVID-19 pandemic. In order to mitigate the financial damage caused by the COVID-19 pandemic and retain employees, on April 6, 2020, GSE submitted a loan application under the Small Business Administration Paycheck Protection Program of the Coronavirus Air, Relief and Economic Security Act of 2020. In order to move forward with the contemplated loan and focus on the business in light of the COVID-19 pandemic, on April 10, 2020, GSE requested a decision from Company A as to whether it intended to move forward with a transaction. On April 20, 2020, Company A notified GSE and Investment Bank X that, due in part to the uncertainty associated with the COVID-19 pandemic, Company A did not intend to move forward with a transaction. The Company disbanded the Initial Transaction Committee and, thereafter, terminated the engagement of Investment Bank X on or about June 29, 2020 (without payment of any success fee or other material fees). Investment Bank X continued to make introductions to the Company and Management from time to time.

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The impact of the COVID-19 pandemic on the business of the Company was significant in both the short-term and long-term. Contracts for Workforce Solutions were paused, delayed, and/or reduced in scope. As a result, Workforce Solutions experienced a decline in billable employees and revenue. By the end of FY 2020, revenue had declined from approximately $83,000,000 in FY 2019 to $56,600,000 in FY 2020. This decline was attributable to multiple factors, but significantly exacerbated by the COVID-19 pandemic. While Management and the Board believed that, with the COVID-19 pandemic subsiding, spending on delayed contracts and projects would increase and the push for smaller modular reactors would open up new markets, neither potential scenario materialized.

The declines in revenue impacted the Company’s relationship with its lender. The Company and its lender held multiple discussions about refinancing the Company’s debt. By October 2020, Management and the Board began actively searching for new credit partners. From October 2020 through December 2021, Management and representatives of the Board met with at least four different commercial banks and two private credit lenders about refinancing the Company’s debt and replacing the Company’s revolving line of credit. Ultimately, none of these parties expressed interest in providing financing to the Company or proposed terms.

In or about September 2021, the Company attended an investment conference and met with six parties to explore options for equity transactions and new credit partners. Among other parties, Management was introduced to Lind Partners LLC. The Company negotiated term sheets with Lind and others. In February 2022, the Company refinanced a majority of its existing debt with Lind Global Fund II LP (“Lind”). The Company was unable to replace its revolving line of credit. Even after refinancing with Lind, Management continued to explore alternatives to replace Lind as its senior lender.

On November 4, 2022, the Company received a notice from NASDAQ that it had failed to satisfy the minimum bid requirements and was subject to delisting. By the Fourth Quarter of 2022, it had become clear that the Company’s revenue would decline in 2022.

In or about December 2022, a representative of Investment Bank X introduced then-Chief Executive Officer of the Company Kyle J. Loudermilk to Company B and its chief executive officer. On December 14, 2022, Company B and GSE entered into a confidentiality agreement and Mr. Loudermilk spoke with Company B’s chief executive officer the last week of December 2022. On or about January 11, 2023, Mr. Loudermilk and Mr. Pepe spoke with representatives of Company B regarding a possible combination.

On January 24, 2023, Company B submitted a non-binding indication of interest to the Board contemplating a stock-for-stock merger that purported to value GSE at $15,000,000 on a cash-free, debt-free basis (prior to all transaction expenses and related costs). The Company concluded that this represented an implied purchase price of approximately $14,300,000 less transaction expenses only if GSE was given credit for its restricted cash balances.

Following receipt of the indication of interest from Company B, the Board discussed the challenges facing GSE. Specifically, while there was positive news regarding nuclear energy, spending by nuclear power providers remained slow and both revenue and margins in the Workforce Solutions business line continued to decline following the COVID-19 pandemic. The Board believed that exploring a combination with Company B, which would spread public company costs across a larger revenue base, may be in the best interest of stockholders and worth pursuing.

On January 30, 2023, Mr. Loudermilk and Ms. Kathryn O’Connor Gardner, Chair of the Board, met virtually with Company B and conveyed that the Board believed the valuation of GSE was too low. On February 3, 2023, the Company followed up with Company B in writing indicating that GSE would be interested in moving forward with conversations about a stock for stock combination if GSE common stock was valued at $1.14 (on a pre-reverse stock split basis) in the potential combination, which approximately equaled to the trailing 12-month volume weighted average price (“VWAP”) and the then-current market price of GSE common stock.

On February 9, 2023, Company B responded with a proposed exchange ratio consisting of one share of Company B common stock for every 33 shares of GSE common stock, which would effectively value each share of GSE common stock at approximately $1.113 (on a pre-reverse stock split basis) in a stock-for-stock transaction.

On February 13, 2023, at a special meeting of the Board, the Board resolved to form a committee (the “Transaction Committee”) for the purpose of responding to and addressing the expression of interest received from Company B and any other inquiries. The Transaction Committee was comprised of Ms. Gardner, Mr. Loudermilk and William Corey. The Transaction Committee was delegated authority to engage counsel, if necessary, and conduct negotiations pertaining to a transaction involving the Company on behalf of the Company.

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On March 17, 2023, the Company’s then largest stockholder sold approximately 740,000 shares of GSE common stock resulting in GSE losing approximately 33.3% of its market value in a single day.

On April 3, 2023, at a regular meeting of the Board, Management and the Board discussed both going concern and liquidity issues facing the Company. Management and the Board concluded that going concern and liquidity disclosures would be required in the upcoming Form 10-K for the year-ended December 31, 2022.

On April 25, 2023, Company B lowered its offer and proposed an exchange ratio to 1 share of Company B common stock for every 40 shares of GSE common stock, which would effectively value each share of GSE common stock at approximately $0.72 (on a pre-reverse stock split basis) in a stock for stock transaction.

In light of the limited progress being made with respect to developments with Company B, and in light of the challenges facing the Company, the Board and the Transaction Committee held numerous informal discussions with Management and a principal from the law firm Miles & Stockbridge P.C. (“Miles & Stockbridge”), legal counsel to the Company, as to the best course of action for the Company. The Board expressed concern that, while Company B had completed several private acquisitions, it had never acquired a public company. At the same time, the Board believed that it was a good time to revisit a potential sale of the Company and explore all strategic options for the Company.

On April 26, 2023, the Transaction Committee held a special meeting to discuss how to advance conversations with Company B and to pursue a broader strategic review process. The Transaction Committee determined that it would be in the best interest of the Company to interview and potentially engage a financial advisor to assist in negotiations with Company B and explore other strategic alternatives. Discussion ensued as to the best attributes for a financial advisor. Mr. Loudermilk stated that Investment Bank X had introduced Company B to GSE and Mr. Loudermilk believed it was appropriate to invite Investment Bank X to make a presentation to the Board. Mr. Loudermilk was also familiar with Robert W. Baird & Co. Incorporated (“Baird”) from recent nuclear-focused conferences and recommended that the Transaction Committee consider Baird as well. Members of the Transaction Committee then discussed anticipated fees that Investment Bank X and Baird may require and determined to solicit interest from regional investment banks with a lower minimum fee.

On May 5, 2023, Ms. Gardner, Mr. Loudermilk, Mr. Pepe and a representative of Miles & Stockbridge met with representatives of Company B in the executive offices of Company B. Attending on behalf of Company B were its chief executive officer, chief financial officer, various members of leadership and outside counsel. The parties discussed a potential transaction and next steps if the parties desired to move forward with more serious discussions. Ms. Gardner and Mr. Loudermilk reported to the Board on the tone and substance of this meeting. Beginning on or about May 5, 2023, the Company provided responses to due diligence requests from Company B.

On or about May 8, 2023, Investment Bank X declined to submit a proposal to represent the Company or interview with the Transaction Committee.

On May 9, 2023, Baird made a presentation to the Transaction Committee in connection with the potential pursuit of strategic alternatives. Baird discussed the overall market and interest in nuclear services providers and recommended that the Company consider a sale transaction in light of investor enthusiasm for nuclear service providers. Baird referenced (on a no-names basis) an ongoing process involving the sale of a privately held nuclear service business and the strong interest from potential acquirers. The Transaction Committee was impressed with Baird’s familiarity with the nuclear power industry, the range of potential buyers discussed, the reasons for pursuing a sale and other factors highlighted by representatives of Baird. Baird proposed a $2,000,000 minimum success fee, with no amount due or payable upfront, with an additional 5% of consideration on enterprise value above $22,500,000.

On May 9, 2023, and May 19, 2023, the Company, through Mr. Corey and Miles & Stockbridge, contacted two different regional investment banking firms regarding a potential engagement. The first quoted a $1,000,000 minimum fee, but noted that it believed that its engagement could be limited because it was not affiliated with a registered broker, would not be able to support any transaction other than a sale of the Company and lacked public company experience. The second investment bank declined to interview with the Transaction Committee because the investment bank believed any transaction pursued by the Company would be too small relative to the fees that the investment bank would require to support a public company transaction. The Transaction Committee did not meet with either investment bank.

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On May 24, 2023, at the invitation of the Transaction Committee, Investment Bank Y made a presentation to the Company. Investment Bank Y was a regional investment bank that was not familiar with the power industry. Investment Bank Y demonstrated strength with regard to the sale of middle market businesses. Investment Bank Y proposed a $100,000 non-refundable, upfront fee and an additional 5% success fee (based upon the transaction value) with a $600,000 minimum fee.

On June 2, 2023, Ms. Gardner spoke with the chief financial officer of Company B regarding a possible transaction.

On or about June 6, 2023,Company B declined to move forward with further discussions with the Company. Company B cited the erosion of the gross margin in the Company’s business and other factors in determining not to move forward with a transaction.

On June 6, 2023, a special meeting of the Transaction Committee was held to consider the terms of engagement of Baird and Investment Bank Y. In the opinion of the Transaction Committee, Baird demonstrated familiarity and experience with the nuclear industry. The minimum fee requirements for Baird, however, were a significant drawback. Conversely, while Investment Bank Y demonstrated mergers and acquisitions experience, Investment Bank Y had no relevant experience with the nuclear power industry. Discussion turned to the fee structures proposed by Investment Bank Y and Baird. Ms. Gardner reported that she had been unable to negotiate a reduction in the minimum fee of $2,000,000 sought by Baird. The Transaction Committee discussed its preference for Baird given its industry expertise, ongoing sale of a business in the nuclear power industry and familiarity with likely buyers. The Transaction Committee also revisited the Company’s sale process from 2019-2020. The Transaction Committee concluded, based on all of the factors deemed relevant, that the higher minimum fee required by Baird was justified given its familiarity with the industry, its mergers and acquisitions expertise and a commitment by Baird to provide senior deal team oversight to the sale process. After reviewing and negotiating Baird’s proposed form of engagement letter, as well as conflicts disclosures provided by Baird, the Company engaged Baird on June 6, 2023.

On June 12, 2023, the Board held its annual meeting. Management presented to the Board on the state of the Company. While Management was optimistic about the recent hires and opportunities for cross-selling between the Company’s business lines, Management highlighted concerns related to the Company’s short-term cash needs and liquidity. Following questions from the independent members of the Board, Management disclosed that it anticipated a cash liquidity crisis by the end of the month absent further borrowings or an immediate equity infusion. The Board and Management discussed alternatives to Lind that would generate short-term working capital on non-dilutive terms. Management outlined previous efforts to find a commercial lender and the obstacles to obtaining debt in the current lending environment. Management and the Board discussed options for cost savings. Mr. Loudermilk volunteered to receive the majority of his salary in equity rather than cash to preserve cash in the Company. The non-employee directors agreed to accrue future board fees until the liquidity issues were resolved. In light of the short-term liquidity concerns of the Company, the Board authorized Management to pursue the best terms reasonably available with Lind as well as pursue other alternatives. Turning to the decision of the Transaction Committee to engage Baird to pursue strategic alternatives, Ms. Gardner summarized for the Board recent developments and outlined the Transaction Committee’s reasons for supporting Baird as financial advisor to lead the Company’s exploration of strategic alternatives. Ms. Gardner shared that the cash liquidity crisis was affirming of the Board decision to pursue strategic alternatives including a potential sale of the Company. The Board engaged in a discussion of long-term strategy and examined the sale process proposed by Baird. The Board then ratified Baird’s retention and process strategy, and expressed support for the exploration of a potential sale of the Company.

Beginning on June 13, 2023, the Transaction Committee began weekly informal meetings with Baird and Management to receive progress updates on the Baird-led process.

During the ensuing weeks, Management and the Board worked to address the impending liquidity crisis. Ultimately, amending and restating that certain Senior Convertible Promissory Note, dated February 22, 2022 (“Lind Note 1”), and entering into a new promissory note to obtain $1,500,000 proved to be the only viable option for the Company. At the direction of the independent members of the Board, Ms. Gardner negotiated business terms with Lind and supervised negotiation of the legal terms. On June 23, 2023, GSE entered into a Securities Purchase Agreement with Lind pursuant to which (a) the Company issued to Lind a new convertible promissory note in the amount of $1,800,000 (“Lind Note 2” and, together with Lind Note 1, the “Lind Notes”) and a common stock purchase warrant (“Lind Warrant 2” and, together with the prior warrant issued on February 22, 2022, the “Lind Warrants”). Additionally, the Company and Lind amended and restated Lind Note 1. Notably, the Company was

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unable to obtain the same terms on Lind Warrant 2 as the Company had received on Lind Warrant 1 and, in the event of a Fundamental Transaction (as defined in Lind Warrant 2 and including a change of control transaction), Lind would be entitled to cause the Company to repurchase the Lind Warrant 2 based upon a Black Scholes option pricing calculation. The Board then communicated to Management the expectation that the Board receive regular cash flow forecasts to avoid further liquidity challenges.

On July 28, 2023, GSE entered into a letter agreement (the “Loudermilk Letter Agreement”) with Mr. Loudermilk. The Loudermilk Letter Agreement (i) reduced Mr. Loudermilk’s annual salary for the period of June 1, 2023, to May 30, 2024 from $446,250.00 to $46,250.00, and (ii) in lieu thereof, granted Mr. Loudermilk certain restricted stock units (“RSUs”) on a quarterly basis beginning September 30, 2023.

On August 10, 2023, at a regularly scheduled meeting of the Audit Committee, Mr. Pepe informed the Audit Committee that approximately $5,000,000 of anticipated orders slipped from Q2 2023 to Q3 2023. Discussion turned to the Company’s recent financial performance and new orders received by the Company. Management and the Board discussed the Company’s cash position. At the conclusion of the meeting, during executive session, Mr. Loudermilk provided an update on the status of the joint efforts of Management and Baird to prepare the Company for a potential sale process. Given the going concern and liquidity challenges facing the Company, members of the Board directed Management to move ahead with the potential sale process under the ongoing supervision of the Transaction Committee.

On September 11, 2023, the Board held a regularly scheduled Board meeting and invited representatives of Baird and Miles & Stockbridge to join. Mr. Loudermilk provided an update on recent cost-cutting measures and reiterated to the Board that customer spend remained slow. A representative of Baird then reviewed the state of the nuclear energy market and the process that Baird recommended that the Company follow in a potential sale transaction. Discussion ensued regarding the process following the finalization of quality of earnings and the confidential information presentation (“CIP”) being prepared by Management and Baird. The Board asked questions concerning their role and stated an expectation that the Board would be actively involved, including participating in regular meetings, and that the process would continue to be managed by the Transaction Committee.

From September 11, 2023, through early October, representatives of Baird contacted 116 potential bidders. Of those potential bidders, 60 parties entered into confidentiality agreements with the Company. Representatives of Baird made over 30 calls with potential bidders during this initial period and at least six potential bidders requested additional materials beyond publicly available information and information made available to all bidders in the CIP. One party requested an early meeting with Management, and Management accommodated that request. Baird established a deadline of October 17, 2023 for indications of interest from interested bidders.

With respect to the form of confidentiality agreement, the Company included both a standstill provision and a prohibition restricting bidders from requesting that the Company or the Board amend or waive any provision in such standstill. Based upon discussions between the Transaction Committee and representatives of Miles & Stockbridge, the Transaction Committee believed that requiring prospective bidders to engage in the process through Baird and submit their best offers through Baird was the most effective way to maximize value for the stockholders.

On or about September 22, 2023, the Company’s then largest stockholder sold the remainder of its holdings on the open market and the market value of the Company fell approximately 33% by the close of market. The collapse of the Company’s stock price caused the Company’s market capitalization to fall below $7,000,000 – the minimum threshold required by the Lind Notes. By early October, the Company was approaching an event of default under the Lind Notes and began negotiating an amendment to the Lind Notes. On October 6, 2023, during the applicable cure period, Lind and the Company entered into amendments to both Lind Notes to provide the Company with relief relative to the market capitalization covenant until the end of January 2024.

On October 12, 2023, Spear Point Capital Management LLC (“Spear Point”) proposed an unsolicited binding term sheet to the Company that contemplated transactions leading to an acquisition of the stock or assets of the Company. Spear Point, an affiliate of stockholder Silverback United, Inc., had previously been a stockholder of the Company and, by and through previous calls with Management and the Board, advocated that a representative of Spear Point and/or Silverback United be appointed to the Board. Spear Point and/or Silverback United had advanced a theory that data possessed by GSE could be marketed and sold or utilized to secure a new line of credit. Spear Point

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and Silverback United, however, had been unable to describe (i) what data GSE could lawfully leverage or sell; or (ii) provide any examples where its proposed strategy had been implemented. As communicated to the Company, the binding term sheet was intended to advance this proposal and could serve as a stalking horse for the Company to solicit other offers.

Eight parties, inclusive of Spear Point (who had submitted an unsolicited offer for the Company via its binding term sheet), submitted bids by the October 17, 2023 deadline. The indications of interest evidenced a range of enterprise value from $7,000,000 to $18,000,000. Pelican submitted an indication of interest evidencing a range of $8,000,000 to $10,000,000 of enterprise value. Positive feedback on the Company included industry tailwinds favoring the nuclear sector; recent performance of the engineering business including trends and new business wins; highly-specialized service offering and workforce; and the leadership team and their vision. Negative feedback or reasons for not submitting a bid included the gross margin profile and recent financial performance; complex dynamics and costs associated with a take-private of a small public company; lack of confidence in the Company’s growth projections; lack of interest in Workforce Solutions; share price contraction; and the terms of the Lind Notes and Lind Warrants.

On October 20, 2023, the Board met with Management, representatives of Baird and representatives of Miles & Stockbridge to review indications of interest. A representative of Baird reviewed the process to date and directed the Board to prepared materials. Baird recommended that the Board advance all bidders that indicated a $12,000,000 enterprise value in order to maintain competitive tension. Following this presentation, the Board asked a number of questions. Ms. O’Connor asked for further commentary on Baird’s approach in seeking higher bid ranges. A representative of Baird described the anticipated process. Mr. Corey asked for further clarification on how transaction expenses and debt-like items were factored into Baird’s recommendation. Discussion ensued on the bids and process. Following this discussion, the Board discussed the proposal from Spear Point. The Board believed that it was important to notify Spear Point of the ongoing process and give Spear Point access to the virtual data room in order to respond to Spear Point’s binding term sheet. The Board authorized Miles & Stockbridge to respond to Spear Point and attempt to negotiate a confidentiality agreement, which would include a standstill. The Board directed Baird to advance Company A, Company D, Company F and Company G to the next round. The Board did not advance Pelican, which had indicated a value range of $8,000,000 to $10,000,000, to the next round.

On October 20, 2023, a representative of Miles & Stockbridge responded to Spear Point that the Company would engage with Spear Point if it entered into a confidentiality agreement that included a standstill provision. On October 24, 2023, Spear Point declined to enter into a confidentiality agreement that contained a standstill provision (among other things). On October 26, 2023, Spear Point emailed counsel to the Company that it would be open to a standstill for a limited period of time. On October 27, 2023, counsel to the Company responded that if Spear Point wanted to engage in further discussions, it should provide comments to the Company’s draft confidentiality agreement. Spear Point did not substantively respond.

A virtual data room was opened to the four second round bidders on or about October 30, 2023. During the months of October 2023 and November 2023, Baird, Management and outside counsel responded to written and oral due diligence requests from second round bidders. From October 30, 2023 through November 3, 2023, Management conducted in-person management presentations with each bidder.

In order to regain compliance with the NASDAQ minimum bid requirement, on October 30, 2023, the Company effected a reverse stock split with each ten issued and outstanding shares of GSE common stock exchanged for one newly-issued share of GSE common stock. On November 10, 2023, NASDAQ notified the Company that it had regained compliance with the NASDAQ minimum bid requirement.

On November 16, 2023, Management and Baird reviewed bidder feedback on per share pricing. A representative of Baird shared that early feedback was that the Company’s aged accounts payable would be treated as indebtedness by most, if not all, bidders, and that most, if not all, bidders intended to remove restricted cash from the Company’s cash balance sheet when assessing enterprise value. Management provided background and further thoughts related to restricted cash as well as how balance sheet improvements or a revolving line of credit could result in the release of over $1,000,000 of restricted cash. Baird conveyed these view-points to the potential bidders.

While Baird contemplated a separate agreement for a fairness opinion in its engagement letter, Baird had estimated that the cost of such opinion would be approximately $1,000,000 and the Transaction Committee had

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determined to consider alternatives. On November 21, 2023, through her professional contacts, Ms. Gardner had an introductory communication with representatives of Ankura Capital Advisors, LLC (“ACA”) to ascertain ACA’s capabilities and estimated cost in the event that the Transaction Committee required a fairness opinion.

From November 22, 2023, to December 1, 2023, Company A and Company D engaged in significant due diligence pertaining to GSE. On the December 1, 2023 bid deadline, the Company received updated bids from Company D and Company F. Company A, despite performing extensive due diligence, declined to submit a bid.

On December 4, 2023, a regularly scheduled meeting of the Board was held. Mr. Loudermilk described the state of the business and ongoing challenges. Mr. Loudermilk highlighted that the Workforce Solutions business line had become a significant drag on the financial performance of the Company and that spending by the nuclear industry remained stagnant. Representatives of Baird joined the meeting to discuss the two bids received by the Company. A representative of Miles & Stockbridge reviewed the applicable fiduciary duties governing the conduct and decision making of the Board under Delaware law and advised the Board that, if the Board resolved to sell the Company, the Board had a duty to maximize value to the stockholders. A representative of Baird directed the Board to the materials circulated prior to the call. The representative of Baird reviewed the process to date highlighting that 116 parties were contacted as potential acquirers in early-mid September, sixty parties entered into confidentiality agreements with the Company and received the CIP, eight parties submitted indications of interest by the mid-October bid deadline and four parties were advanced to management presentations, provided access to further due diligence and invited to submit updated bids by December 1, 2023. A representative of Baird reviewed in detail both of the offers to acquire the Company. As to Company F, which submitted a letter of intent reflecting an enterprise value of $10,000,000, Baird shared that, in addition reflecting a lower value, Company F had completed very little due diligence and likely had significant confirmatory due diligence to perform before it would be comfortable entering into a definitive agreement with GSE.

Turning to Company D and its offer, Baird indicated that it was the higher and stronger of the two bids. Baird conveyed that Company D, however, was concerned about escalating purchase price and, therefore, more focused on enterprise value than per share merger consideration. As a result, the bid from Company D included a number of assumptions contained in the offer to translate enterprise value into a per share price. Baird and the Board reviewed the offer in detail and Baird provided a financial analysis of the trailing average VWAP of the GSE common stock over various periods. Discussion ensued regarding the ability of the Company to improve the offering price in Company D’s bid. Ms. Gardner provided that while she believed a sale transaction represented the best option for the stockholders to maximize value, she wanted Baird to pursue various alternatives to improve the Company D bid. Mr. Corey asked Baird about the assumptions around cash in China. Discussion then turned to indebtedness and the fact that Company D was treating aged accounts payable as indebtedness. Ms. Gardner and Mr. Corey asked about the accounts payable underlying those assumptions and Mr. Pepe provided that the underlying accounts were aged payables that the Company had delayed paying to preserve cash. These accounts included a consulting invoice from 2022, a majority of the Company’s legal invoices from December 2022 to present and two settlement payments. Representatives of Baird shared that they did not believe that these assumptions could be improved unless the underlying facts changed. Mr. Pepe highlighted that his cash forecast included paying some amount of the aged accounts payable and discussion ensued as to how to share that information with Company D to improve the per share price of their offer. Finally, discussion turned to transaction expenses and the assumptions contained therein.

Discussion among members of the Board turned to whether to move forward with either offer. Ms. Gardner highlighted that the Board had previously run a full auction process in 2020 without any final offer and was running a full auction process in 2023 with two offers, one at approximately $14,600,000 of enterprise value and the other at approximately $10,000,000 of enterprise value. She believed that a sale transaction was the best option for the stockholders to maximize value with the anticipated cash flow challenges in the first quarter of 2024. Moreover, she believed that, consistent with the Board’s prior discussions, the Company’s revenue and short-term prospects made covering the public company expenses extremely difficult and the Company’s limited cash did not allow for a significant margin for error. Mr. Corey agreed, and discussion ensued regarding alternatives if the Company did not successfully complete a sale transaction. The Board asked questions of a representative from Miles & Stockbridge concerning Chapter 11 Bankruptcy and anticipated Q1 2024 liquidity issues. A representative of Miles & Stockbridge recommended that the Board of Directors consult with Bankruptcy counsel to gather more information and answers to their specific questions. Mr. Dougherty agreed that, while he believed that the Company D transaction would maximize stockholder value, he would like to understand what Chapter 11 Bankruptcy could involve. Discussion then resumed regarding Company D’s offer. Ms. Gardner and Mr. Corey asked whether the Board should require a fairness

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opinion and discussion ensued as to the benefits of a fairness opinion to the stockholders of GSE. Ms. Gardner then addressed her prior communications with ACA. Mr. Wilson shared the estimate that he had received from another investment bank and recommended that the Board move forward with ACA.

Following the Board meeting, in light of the Company’s cash position, Ms. Gardner contacted a professional contact at the law firm of Katten Muchin Rosenman LLP (“Katten”), and discussed with representatives of Katten whether the firm could advise the Board regarding potential restructuring or a Chapter 11 Bankruptcy proceeding. The Board then engaged Katten to advise on Bankruptcy and reorganization matters. On December 5, 2023, the independent directors of the Board met with a representative of Katten to understand the Bankruptcy process.

Between December 5, 2023 and December 13, 2023, representatives of Baird communicated with representatives of Company D to negotiate purchase price. On December 13, 2023, the Company entered into an exclusivity agreement with Company D, which provided Company D with exclusivity through December 23, 2023, with automatic extension to January 10, 2024, if Company D provided a revised version of the auction draft merger agreement (the “Company D Agreement”) on or before December 23, 2023. Finally, if the parties were continuing to work in good faith, exclusivity would extend to January 20, 2024.

On December 15, 2023, representatives of Miles & Stockbridge held a kick-off call with counsel to Company D to discuss the legal aspects of the transaction.

On December 18, 2023, Ms. Gardner met virtually with representatives of ACA and discussed the Company’s process and the Board’s desire to have an independent third party review the fairness of any resulting transaction.

On December 22, 2023, Company D submitted a revised Company D Agreement reflecting a one-step merger and variable merger consideration.

A meeting of the Transaction Committee was held on December 29, 2023, to review Company D’s comments to the draft Company D Agreement and an issues list prepared by Miles & Stockbridge in relation thereto. A representative of Miles & Stockbridge reviewed the background related to the Company D Agreement and prior informal discussions between members of the Board, Miles & Stockbridge and Baird. A representative of Miles & Stockbridge then reviewed the major structural changes reflected in Company D’s revisions to the draft Company D Agreement including a change in the proposed structure from a two-step merger to a one-step merger. Following this discussion the Transaction Committee agreed that a one-step process would be acceptable and likely preferrable for the Company and its stockholders. Following the discussion regarding structure, discussion turned to the proposal regarding merger consideration reflected in the Company D Agreement. A representative of Miles & Stockbridge then described for the Transaction Committee how the draft Company D Agreement did not contain a fixed per share price for merger consideration, but a variable price derived from enterprise value minus transaction expenses minus indebtedness to arrive at an adjusted aggregate equity value then divided by the fully-diluted share count. Members of the Transaction Committee asked questions as to this structure and how that would be received by stockholders. A representative of Miles & Stockbridge confirmed that neither it nor Baird was familiar with a similar cash-out merger structure where per share value was entirely variable and derived at closing. A representative of Miles & Stockbridge also provided that the Company’s Delaware counsel, Potter Anderson & Corroon LLP (“Potter Anderson”), had shared the point of view that, while it worked from a Delaware law perspective, it was highly unusual. Each of Mr. Loudermilk, Ms. Gardner and Mr. Corey expressed skepticism regarding the variable merger consideration and directed each of Miles & Stockbridge and Baird to press for greater certainty. The Transaction Committee authorized its advisors to move forward with a mark-up of the Company D Agreement.

Following this discussion, a representative of Miles & Stockbridge reviewed legal considerations with the Transaction Committee including, but not limited to, treatment of equity awards and the role of deal protection devices and the ability of the Company to receive topping bids and superior proposals. Discussion ensued regarding the mechanics available to the Board to accept and pursue a superior proposal and the importance of maintaining a termination fee that would not be a barrier to such a topping bid. Mr. Corey asked whether the Company should request a reverse termination fee and discussion ensued regarding whether the Company should introduce a reverse termination fee or if it would prefer specific performance. The Transaction Committee agreed that a customary reverse termination fee in the event of a breach or non-performance by Company D would be inadequate and that specific performance would be the preferred outcome.

On December 29, 2023, representatives of Miles & Stockbridge conveyed the Company’s positions on the draft Company D Agreement to counsel for Company D.

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On December 29, 2023, the Transaction Committee reviewed the terms of ACA’s retention and received conflicts disclosures from ACA. Thereafter, the Company entered into an engagement letter with ACA and retained ACA as an additional financial advisor to consider the fairness of any transaction from a financial point of view.

On January 1, 2024, Miles & Stockbridge provided a revised draft Company D Agreement to counsel of Company D, which, among other things, proposed fixed merger consideration in a to be determined amount.

On January 6, 2024, counsel to Company D delivered a revised draft Company D Agreement, which accepted the Company’s requirement that merger consideration be fixed, but failed to include a per share price.

On January 8, 2024, the Transaction Committee met to consider the draft Company D Agreement proposed by Company D. A representative of Miles & Stockbridge shared that Miles & Stockbridge believed that Company D was looking for two items to fix the merger consideration: (a) an agreement from Lind that the two Lind Warrants be terminated/canceled without any payment; and (b) an agreement from Lind that it will not pursue any further conversion of the Lind Notes. Ms. Gardner posited that it would be premature to approach Lind at this point, but that it would be important to develop a plan on these conversations. The Transaction Committee then authorized Miles & Stockbridge to develop a strategy with counsel to Lind as to how Lind could enter into a confidentiality agreement and accept material non-public information.

From January 9, 2024 until January 24, 2024, representatives of Miles & Stockbridge and counsel to Company D exchanged versions of the draft Company D Agreement, negotiated various legal terms and facilitated legal and business due diligence.

On January 24, 2024, the Company held a regularly scheduled Board meeting. The Board discussed the current proposed terms of the transaction with Company D and the merger consideration that would be delivered to the GSE stockholders. Members of the Board asked a number of questions as to the closing condition related to net indebtedness and Management’s comfort with the cash flow projections underlying that proposed covenant.

On January 26, 2024, representatives of Baird and Miles & Stockbridge representatives of Company D and its counsel held a conference call to discuss enterprise value, closing conditions and merger consideration. Company D scrutinized transaction expenses, indebtedness (including accounts payable over 120 days) and projected cash flow.

On January 28, 2024, representatives of Baird and Miles & Stockbridge met virtually with representatives of Company D and its counsel. The parties discussed the Company’s cash forecast and terms of the draft Company D Agreement. Based upon those discussions, Company D advised that its offer was $13,200,000 or $2.51 per share of GSE common stock.

On January 28, 2024, the Board held a special meeting. Also in attendance were Mr. Pepe and representatives of Baird and Miles & Stockbridge. A representative of Baird reviewed recent events pertaining to the negotiations with Company D. Baird explained that Company D’s offer was $13,200,000 in enterprise value, which translated to per share merger consideration of $2.51 per share based upon net indebtedness and transaction expenses. A representative of Miles & Stockbridge then reviewed the legal terms of the draft Company D Agreement. Members of the Board discussed enterprise value, merger consideration and the assumptions underlying Company D’s calculation of proposed merger consideration. The Board concluded that continuing forward with Company D on these terms was in the best interest of the Company. Following this discussion, a representative of Baird reviewed two open issues: (i) the requirement that Lind agree to certain economic concessions; and (ii) the need for Company D to raise additional equity to facilitate the transactions. The Board agreed that a short extension to exclusivity to allow Company D to raise equity was in the best interest of the Company and its stockholders. The Board approved the extension and directed Baird and Miles & Stockbridge to negotiate the same in a form that would require focused action and efforts by Company D.

On February 5, 2024, counsel to Company D provided a revised draft Company D Agreement to Miles & Stockbridge. GSE and Company D then extended the terms of the exclusivity agreement through March 4, 2024; provided that, on a week by week basis, Company D demonstrated good faith efforts to raise equity capital it required to complete the transaction.

During the week of February 5, 2024, representatives of Miles & Stockbridge contacted counsel to Lind and requested that Lind enter into a confidentiality agreement in order to receive material non-public information.

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Representatives of Miles & Stockbridge also requested that Lind agree to waive of the market capitalization covenant contained in the Lind Notes and otherwise agree to certain amendments to the Lind Notes that would only take effect in the event of a Fundamental Transaction (as defined in the Lind Notes).

In response to the foregoing requests, Mr. Loudermilk and Ms. Gardner met with representatives of Lind on February 9, 2024. Representatives of Lind notified GSE that Lind would have various options under the Lind Notes if the Company defaulted on the market capitalization covenant, which the Company anticipated would occur on February 11, 2024, and did not cure that event of default within the applicable ten business day cure period. Representatives of Lind notified the Company that Lind would not give the Company anything “for free” and that counsel to Lind would deliver a proposed amendment with the concessions that Lind required in order to defer the market capitalization covenant until June 1, 2024.

On February 11, 2024, counsel to Lind advised that Lind would not discuss a confidentiality agreement related to receipt of material non-public information until the amendment to the Lind Notes was agreed upon. On February 11 and 12, counsel to Lind and counsel to the Company negotiated the terms of the amendments to the Lind Notes. On February 12, 2024, the Board met to discuss Lind’s demands and the Company’s options related to the Lind Notes. The Board accepted the terms that Lind had proposed with respect to the amendments to the Lind Notes. The Company and Lind entered into such amendments on February 12, 2024.

Miles & Stockbridge and counsel to Lind then returned to discussions related to the terms of a confidentiality agreement pursuant to which Lind would be willing to receive material non-public information. Discussions with Lind related to providing material non-public information to Lind broke down in early March 2023 over Lind’s insistence that the duration of any confidentiality agreement, a prerequisite of the Company to providing material non-public information to Lind, expire and require curative disclosure at the earlier of two weeks or when the Company’s stock price equaled or exceeded $3.00 per share. After discussions with the Transaction Committee, Miles & Stockbridge notified counsel to Lind that these terms were not acceptable to the Company.

On March 4, 2024, GSE and Company D extended the terms of the exclusivity agreement through March 18, 2024.

On or about March 10, 2024, Baird communicated the Company’s financial results for Q4 2023 and January and February of 2024 to Company D. Company D was disappointed in the financial results. Company D further informed GSE that it did not intend to immediately conduct customer due diligence calls. Company D submitted a number of written questions to Management to understand the Company’s financial results.

On March 12, 2024, Company D notified Baird that Company D was revising its proposed gross purchase price or enterprise value downward from $13,200,000 to $11,200,000 due to the Company’s performance in Q4 2023 and January 2024.

On March 15, 2024, the Board held a meeting with Baird and Miles & Stockbridge to review the revised bid from Company D. The Board asked numerous questions of Baird and Miles & Stockbridge as to the nature of the changes and the ability of the Company to reduce indebtedness or transaction expenses or increase cash projections. A representative of Miles & Stockbridge then reviewed the position that Lind had taken with regard to the receipt of material non-public information. The Board then adjourned into executive session. During executive session, a representative of Baird provided that Company D was frustrated with recent financial performance and projections. Ms. Gardner shared that the Board did not believe that $11,200,000 or approximately $1.90 per share of GSE common stock was in the best interest of the Company or its stockholders. Ms. Gardner also shared her view that Lind was likely to make additional demands of the Company to agree to any of the concessions. The Board adjourned to consider all options.

On March 17, 2024, after due consideration, the Board held a meeting with Baird and Miles & Stockbridge and directed Baird to inform Company D that the Company was rejecting Company D’s revised offer.

On March 18, 2024, representatives of Baird notified Company D that the Board had rejected Company D’s revised purchase price.

On March 22, 2024, the Board held a meeting and invited Baird and Miles & Stockbridge to participate. Baird provided an update on communications with Company D and advised the Board that Company D was not willing to revise its bid. The Board asked questions about Company D’s position. The Board and representatives of Baird then discussed anticipated next steps. Given the comprehensiveness of the process, the Board and Baird agreed to terminate discussions with not only Company D but with any other parties proactively. The Board expressed an intent

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to direct management to focus their efforts on cash flow and improved business operations. The Board further expressed an interest in hearing unsolicited inbound buyer interest going forward. The Board informed Baird that it would be open to exploring unsolicited inquiries only after determining that an unsolicited party could put forward a credible proposal that was in the best interest of stockholders. The Board also determined to maintain the Transaction Committee in the event other, unsolicited bids emerged.

On April 8, 2024, on an unsolicited basis, Pelican contacted a representative of Baird to express interest in a potential acquisition of GSE. Baird informed Pelican that the Company was no longer in an ongoing process, and that the Board was not looking to reengage and wanted Management to focus on operations and cash flow. However, if Pelican was serious in its interest in the Company, then Pelican should submit a refreshed non-binding indication of interest using publicly available information.

On April 9, 2024, the Transaction Committee and Management met with Baird to discuss recent events. Baird mentioned the communication from Pelican. The Transaction Committee directed Baird to contact two potential acquirers, including Company A, to see if either had interest in discussions, or reopening discussions, pertaining to a sale of the Company, and to ascertain whether either expressed serious interest. At or about the same time, Mr. Loudermilk and Ms. Gardner were discussing Mr. Loudermilk’s future role with the Company.

On April 16, 2024, Pelican submitted an indication of interest to Baird based upon publicly available information indicating a range of value of $17,000,000 to $22,000,000 and informed Baird that it would be committed to pursuing a transaction. Baird contacted Ms. Gardner and Mr. Corey to notify them of receipt of an indication of interest from Pelican. At the request of Ms. Gardner and Mr. Corey, Baird did not notify Management of the interest from Pelican.

On April 17, 2024, Baird presented the Pelican indication of interest to Ms. Gardner and Mr. Corey who were joined by representatives of Miles & Stockbridge. Baird summarized recent communications between Baird and Pelican. Baird then directed the attention of Ms. Gardner and Mr. Corey to the indication of interest received from Pelican. Ms. Gardner and Mr. Corey reiterated to Baird that the Company was not interested in the distraction of reopening a process unless Pelican was serious about its offer and willing to commit to a firm price. Discussion ensued about the optimal process to get to that outcome, and it was agreed that Baird would grant Pelican access to the data room to conduct due diligence and develop a letter of intent with fixed, proposed economic terms. Following this discussion, Ms. Gardner and Mr. Corey inquired as to status of follow-up discussions with other potential bidders. Baird summarized recent outreach efforts and provided that no other party seemed motivated to engage or reengage.

On April 24, 2024, Mr. Loudermilk resigned from the Company as an officer, director and employee. On April 25, 2024, the Board held a special meeting to address succession planning in light of Mr. Loudermilk’s resignation. After extensive discussion, the Board appointed Mr. Khanna as Chief Executive Officer and President as well as a member of the Board. The Board further resolved to recommend Mr. Khanna’s election to the Board at the 2024 annual meeting of stockholders.

From approximately April 16, 2024, through the end of May 2024, Pelican conducted due diligence regarding the Company.

On May 15, 2024, Miles & Stockbridge produced a revised auction draft Merger Agreement. At the direction of the Transaction Committee, the auction draft reflected middle of the road terms, including customary deal protection devices; provided, however that GSE retained the ability to pursue a superior proposal or otherwise exercise a “fiduciary out,” should the facts warrant such action, in exchange for a termination fee equal to 2.0% of the aggregate merger consideration.

On May 24, 2024, Pelican submitted a non-binding letter of intent to acquire the Company for $17,000,000 and per share consideration of $3.52 per share.

On May 28, 2024, the Board met to consider the letter of intent submitted by Pelican. A representative of Baird summarized recent interactions between Baird and Pelican and then directed the Board’s attention to the letter of intent. Discussion ensued regarding the terms of the letter of intent. Following that discussion, members of the Board expressed support for moving forward with Pelican on the letter of intent, if Pelican improved the economic terms of the proposal. The Board requested that Baird direct Pelican to increase the enterprise value to $19,000,000, correct certain assumptions and update merger consideration such that stockholders would receive $4.12 per share. The Board provided that Baird should convey that the Company was not negotiating, and these were the revised terms that Pelican would need to accept for the Company to move forward.

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A representative of Baird contacted representatives of Pelican to discuss the proposed terms. Baird conveyed that the Board was firm at $4.12 per share and that such price translated to approximately $19,000,000 of enterprise value. Baird also advised that, in light of the change in management at the Company, the Board wanted to move quickly to avoid undue distraction to Management.

On May 30, 2024, Pelican revised the non-binding letter of intent to propose a one-step merger at an enterprise value of approximately $19,000,000 with fixed merger consideration of $4.12 per share. On May 31, 2024, the Company and Pelican entered into a non-binding letter of intent, which granted exclusivity to Pelican initially until June 20, 2024, with potential automatic extensions to July 19, 2024, if certain milestones were met.

On June 6, 2024, representatives of Miles & Stockbridge and Locke Lord LLP (“Locke Lord”) counsel to Pelican, met to discuss the letter of intent and anticipated next steps.

On June 10, 2024, the Board held its regularly scheduled meeting. Management and representatives of Miles & Stockbridge reviewed the status of Pelican’s due diligence and approaching deadlines under the parties’ letter of intent. Mr. Khanna then presented on the status of the business and addressed the need to wind down the Workforce Solutions business line. Management then presented to the Board concerning an impending cash shortfall. Mr. Pepe highlighted first quarter orders, reviewed the history of the Lind debt and associated conversion values, and then turned to cash flow. On cash flow, Mr. Pepe highlighted that, absent changes to accounts payable and the acceleration of accounts receivable, the Company was likely to experience a cash shortfall in mid-July. Ms. Gardner directed pointed questions on the topic to Mr. Pepe and vigorous discussion ensued among Management and the Board.

On June 16, 2024, representatives of Baird met with representatives of Pelican to discuss the assumptions underlying Pelican’s bid of $4.12 per share of GSE common stock. Pelican advised that it intended to control the enterprise value paid for the Company, so that if the assumptions associated with indebtedness or transaction expenses changed, Pelican’s view on merger consideration would change. The parties discussed how Lind converting the entirety of Lind Note 2 would result in significant dilution of other stockholders and a need to reduce the per share merger consideration. A representative of Baird conveyed it was important to the Board that merger consideration remain unchanged.

On June 18, 2024, Locke Lord transmitted a revised draft of the Merger Agreement to Miles & Stockbridge that, among other things, materially revised the representations and warranties in light of the desire of Pelican to pursue representation and warranty insurance, revised and restricted the ability of the Board to pursue a superior proposal, added a number of conditions to closing and increased the proposed termination fee associated with termination of the Merger Agreement by the Company from 2% of the aggregate merger consideration to 4% of transaction value.

On June 21, 2024, representatives of Miles & Stockbridge and Locke Lord met to discuss the legal issues pertaining to the draft Merger Agreement.

On June 24, 2024, Miles & Stockbridge provided the Transaction Committee with an issues list reflecting the legal and business issues related to the Merger Agreement and provided ACA with a copy of the parties’ letter of intent and the draft Merger Agreement.

On June 25, 2024, the Transaction Committee met with representatives of Baird and Miles & Stockbridge to discuss the draft Merger Agreement and previously circulated issues list. Among other directions, the Transaction Committee directed Miles & Stockbridge to reduce the proposed termination fee from 4% of enterprise value to approximately 3% of enterprise value (with authority to negotiate up to 3.25%), to require an equity commitment letter from Pelican and to revert to the Company’s initial proposal as it related to a superior proposal. The Transaction Committee directed Miles & Stockbridge to communicate to Locke Lord that the Company would not accept any third party commercial consents as a condition to close.

On June 25, 2024, representatives of Miles & Stockbridge and Locke Lord met to discuss the tax issues pertaining to the draft Merger Agreement and a potential combination of the Company and an affiliate of Pelican. Representatives of Locke Lord also raised concerns regarding Lind Note 2 and the potential for various outcomes and unexpected dilution. Locke Lord advised that Pelican was considering a structure where this additional dilution would reduce the per share merger consideration to the GSE stockholders.

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On June 26, 2024, Miles & Stockbridge proposed to Locke Lord to reduce the termination fee to approximately 3% of enterprise value, eliminate a majority of the proposed closing conditions other than regulatory approvals and a stockholder vote, and revert to the construction proposed by the Company related to pursuit and acceptance of a superior proposal.

On June 27, 2024, representatives of Miles & Stockbridge proposed to Baird and the Transaction Committee that there were several possible alternatives or outcomes with respect to Lind Note 2. As an initial matter, Miles & Stockbridge recommended against contacting Lind and requesting that Lind enter into a confidentiality agreement. Therefore, assuming that the Company proceeded with the transaction with Pelican, Miles & Stockbridge described three possible outcomes: (i) full conversion of Lind Note 2, (ii) a change of control option (a section in Lind Note 2 that would increase the total balance due to Lind by 5% and require immediate payment at closing) and (iii) a so-called prepayment strategy whereby the Company would secure bridge financing of approximately $1,500,000 to prepay Lind Note 2 to minimize the dilution that would be experienced by other stockholders. Following discussion, the Transaction Committee agreed that the prepayment option was in the best interest of the stockholders, if achievable. At the recommendation of Mr. Corey, Ms. Gardner agreed to pursue bridge financing from an alternative private credit lender who had recently contacted the Company.

On the morning of June 28, 2024, Baird shared the Company’s perspective on the options related to Lind Note 2 with representatives of Pelican.

On June 28, 2024, representatives of Miles & Stockbridge and Locke Lord met to discuss Lind Note 2, the Lind Warrants and options that Lind would have in the event that the parties entered into the Merger Agreement. Representatives of Miles & Stockbridge shared with Locke Lord that the Board did not believe that negotiations with Lind would be productive. Representatives of Miles & Stockbridge further advised that the Company believed that the parties should assume that Lind would act in its own self-interest and was unlikely to compromise any economic rights in either the Lind Note or the Lind Warrants in order to facilitate a transaction or deliver additional consideration to the other GSE stockholders. Discussions ensued among Miles & Stockbridge and Locke Lord as to available options.

On July 1, 2024, Miles & Stockbridge transmitted a revised draft Merger Agreement to Locke Lord reflecting the positions addressed on June 26, 2024.

On July 3, 2024, Ms. Gardner, representatives of Baird and representatives of Miles & Stockbridge met with representatives of Pelican along with representatives of Locke Lord and, finance counsel to Pelican, Willkie Farr & Gallagher LLP (“Willkie”) to discuss merger consideration, treatment of Lind Note 2 and treatment of the Lind Warrants. A representative of Miles & Stockbridge reviewed the terms of Lind Note 2 and discussed how prepayment would benefit GSE stockholders. Pelican expressed willingness to loan the Company the cash required to prepay Lind Note 2 if legal terms could be agreed upon. Ms. Gardner advised that she intended to call other potential private credit sources to understand terms or options that could be made available from alternative sources.

On July 5, 2024, the Company proposed terms of employment to Mr. Khanna following inquiries by Mr. Khanna as to such terms. The Board believed that any compensation paid to Mr. Khanna must take into account the fact that the Company and Pelican had entered into a letter of intent. The Board proposed a $55,000 transaction bonus and an arrangement in which any RSUs being awarded would be forfeited if a change in control happened prior to January 1, 2025. Over the ensuing weeks, the Company and Mr. Khanna negotiated terms.

On July 17, 2024, Willkie provided a draft promissory note and certain ancillary documents to Miles & Stockbridge reflecting the terms on which an affiliate of Pelican would loan funds to the Company to prepay Lind Note 2.

On July 17, 2024, Miles & Stockbridge provided the Transaction Committee with a list of issues pertaining to the proposed promissory note and loan from Pelican.

On July 17, 2024, a representative of Miles & Stockbridge notified Locke Lord about the anticipated terms of employment for Mr. Khanna as well as the contemplated transaction bonus.

On July 18, 2023, Miles & Stockbridge provided the Company’s requested revisions to the Pelican note to Willkie. Representatives of Miles & Stockbridge and Willkie discussed treatment of the note in the event of a superior

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proposal to Pelican’s offer and Miles & Stockbridge requested that the maturity of the note automatically accelerate on a change in control such that a superior proposal would replace the note and Pelican could not exercise the discretion to permit or refuse to consent to a change in control. Willkie agreed to the proposal and later that day circulated the requested change.

On July 19, 2024, members of the Transaction Committee met with representatives of Baird and Miles & Stockbridge to discuss the potential impact of Pelican providing financing to prepay Lind Note 2. Members of the Transaction Committee observed that there were several concerns. First, the Company would be issuing a prepayment notice without a legal obligation for Pelican to fund the prepayment. Second, the Company would be subject to the proposed Pelican note and loan even if the merger with Pelican ultimately was terminated to pursue a superior proposal or did not close. Ms. Gardner observed that, even if the merger did not close, the contemplated terms of the Pelican note were superior to those reflected in Lind Note 2 and replacement of Lind Note 2 with the proposed Pelican note would still be in the best interests of the Company and its stockholders. The Transaction Committee authorized its advisors to move ahead with the Lind Note 2 prepayment.

On July 19, 2024, representatives of Baird and Miles & Stockbridge and representatives of Locke Lord and Pelican participated in a virtual meeting to discuss the status of negotiations pertaining to the contemplated transaction. A representative of Baird pressed Pelican to commit to a date on which GSE could issue a prepayment notice to Lind. Pelican advised that it required finalization of the Merger Agreement and material advancement of the disclosure letter before Pelican was willing to commit to funding the payoff of Lind Note 2.

On July 20, 2024, Locke Lord transmitted a revised Merger Agreement to Miles & Stockbridge.

On July 21, 2024, the Transaction Committee met with representatives of Miles & Stockbridge to review the terms of the Merger Agreement and a closing checklist addressing material pre-signing and post-signing action items.

On July 22, 2024, Mr. Khanna and the Company entered into an employment agreement (the “Employment Agreement”) whereby, among other things, if the Company undergoes a Change in Control (as defined in the Employment Agreement) on or prior to December 31, 2024, Mr. Khanna is entitled to a payment of $100,000 upon such Change of Control event, but will forfeit any unvested RSUs awarded pursuant to the RSU Agreement (defined below). In connection with the Employment Agreement, the Company and Mr. Khanna also entered into a restricted share unit agreement (the “RSU Agreement”). In accordance with the terms of the RSU Agreement, Mr. Khanna received 100,000 restricted stock units vesting as follows: (i) 5,000 vesting immediately on the grant date; (ii) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2025; (iii) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2026; (iv) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2027; and (v) 20,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2028.

On July 22, 2024, Mr. Pepe and representatives of Baird met with representatives of Pelican to discuss Q2 2024 financial results.

On July 23, 2024, Management reviewed all representations and warranties contained in the Merger Agreement with representatives of Miles & Stockbridge.

On or about July 24, 2024, the Company made its second payment with respect to Lind Note 2 in shares of GSE common stock in order to conserve cash.

On July 24, 2024, a representative of Baird discussed Pelican’s due diligence efforts with representatives of Pelican, as well as Company transaction expenses, indebtedness and cash flow. Baird and representatives of Pelican discussed an increase in the repurchase value of the Lind Warrant 2. Baird asked representatives of Pelican to confirm that Pelican was willing to pursue a merger with the Company at $4.12 per share. A representative of Pelican provided that, after reviewing the revised indebtedness and transaction expense figures, Pelican would accept the revised indebtedness and transaction expense figures, which increased enterprise value to nearly $20,000,000, but required that the Company reduce its anticipated legal fees or otherwise obtain a discount. Later that same day, a representative of Baird advised Pelican that the Company was not inclined to request that any transaction fee be reduced and Pelican then agreed to maintain merger consideration fixed at $4.12 per share.

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On July 25, 2024, the Company delivered a notice of prepayment to Lind notifying Lind that the Company intended to prepay Lind Note 2 in full. This notice triggered an option whereby Lind had five business days to notify the Company whether Lind would elect to convert up to 1/3 of the outstanding balance of Lind Note 2 into shares of GSE common stock.

On July 29, 2024, the Board held a special meeting. Mr. Pepe and representatives of Baird, Miles & Stockbridge, Potter Anderson (the Company’s Delaware counsel) and ACA also joined the meeting. A representative of Baird summarized the key milestones in the deal process. A representative of Baird then reviewed the price per share negotiations between the Company and Pelican, and the Board’s insistence on a $4.12 per share price. Baird noted that Pelican had reaffirmed its bid of $4.12 per share. A representative of Miles & Stockbridge then addressed the status of the draft Merger Agreement and corresponding disclosure letter. The representative of Miles & Stockbridge reviewed all material terms of the Merger Agreement, including the Merger Consideration, treatment of equity awards, deal protection devices, the ability of the Board to terminate and pursue a superior proposal, the termination fee, and the mechanics that would be associated with specific performance, if necessary. Finally, the representative of Miles & Stockbridge noted that Pelican would deliver a customary equity commitment letter simultaneously with the Merger Agreement. The Board asked questions about third party consents and approvals. The representative of Miles & Stockbridge noted for the Board that, like Company D, Pelican sought certain contractual and regulatory consents and notices as a condition to the closing of the merger, but that after continued negotiation with Pelican and its counsel, the parties had agreed that the Company would only be obligated use “best efforts” to obtain certain customer consents. Further, the Company had agreed to provide third party notices required under its various government contracts. The representative of Miles & Stockbridge then reminded the Board of the terms of the draft note between the Company and Pelican, which would allow the Company to pay in full its outstanding indebtedness with Lind (both of which were topics of a prior Board meeting and already approved by the Board).

A representative of Potter Anderson shared a presentation with the Board on its fiduciary duties under Delaware law and discussed the duties of care and loyalty (including an obligation to act in good faith) and the inherent duty of the Board to disclose full and accurate information regarding the terms of the merger and the process. Potter Anderson then presented on certain deal protective devices included in the Merger Agreement. Potter Anderson addressed the “don’t ask, don’t waive” provisions included in the Company’s form of non-disclosure agreement and how such terms can have a potential preclusive effect on topping bids by losing bidders. Miles & Stockbridge then noted its recommendation for the Board to waive such provisions of the standstill for the losing bidders in connection with the Board’s approval of the Merger Agreement. Potter Anderson concurred with this view After this presentation, Mr. Corey asked whether the current proposed termination fee of $600,000 was fair and reasonable under the circumstances. Both Potter Anderson and Miles & Stockbridge answered in the affirmative, agreeing that a termination fee would be considered non-preclusive for a deal of this size. Ms. Gardner asked what types of deal terms a topping bidder would need to submit in order for the bid to be considered a superior proposal under the draft Merger Agreement. Discussion ensued regarding the mechanics through which a third party could submit a topping bid.

At the invitation of the Chair, representatives of ACA summarized its diligence process to date, including review of (a) the Company’s audited and unaudited financials and other financial models, projections and forecasts, (b) the Company’s share trading price history, (c) the economic terms of the Merger Agreement, and (d) review of industry specific reports. Using this information, a representative of ACA stated that ACA utilized three separate methodologies to evaluate the proposed merger consideration: discounted cash flow method, guideline public company method and merger and acquisition method. The representatives of ACA presented additional details on each method and its review of the diligence information provided to date. ACA noted for the Board that the Company would be considered higher risk given its recent cash flow concerns, the volatility of the Company’s common stock, the Company’s recent failure to meet the minimum price per share requirement and the “going concern” accounting disclosures in the Company’s financial statements. At present, ACA noted that merger consideration of $4.12 per share would, based on ACA’s review to date, be considered fair from a financial point of view to the Company’s stockholders. The representatives of ACA noted that they would finalize their analysis once the terms of the Merger Agreement and payoff of Lind were final. Following these presentations and discussions, the Board discussed the status of the Lind payoff and Pelican note.

On July 30, 2024, Lind exercised its option to convert a portion of Lind Note 2 and notified the Company that Lind was electing to convert $342,000 of the balance of Lind Note 2 into shares of GSE common stock. Lind also

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stated that the remaining balance due was $1,518,000. A representative of Miles & Stockbridge notified Lind that both its conversion calculation and its stated balance due were in error. Specifically, Lind was directed to the Second Amendment to Lind Note 2, which cured the event of default by amendment during the applicable cure period.

On July 31, 2024, a representative of Lind notified the Company that the Second Amendment to Lind Note 2 entitled Lind to payment of the mandatory default amount of 20% of the then-current balance on Lind Note 2 or $360,000. Lind also reduced its requested conversion amount to $314,000. A representative of Miles & Stockbridge provided counsel to Lind with a detailed summary related to the Second Amendment and stated that the Company disagreed that Lind was entitled to such amounts.

On July 31, 2024, the Board held a special meeting to discuss the award of equity to the non-employee directors of the Board for their service from the 2024 annual stockholder meeting until the 2025 annual stockholder meeting. Representatives of Miles & Stockbridge and Potter Anderson joined the meeting. Ms. Gardner referred to earlier email correspondence concerning the historical annual award of $65,000 worth of RSUs to the non-employee directors of the Board. Ms. Gardner summarized prior discussions on the topic and confirmed that the Board had not authorized an award of RSUs following the annual stockholder meeting on July 1, 2024. Ms. Gardner noted that the Board and counsel had been in discussions as to how to address the annual RSU award in light of the fact that the Company and Pelican had entered into a letter of intent at $4.12 per share. Discussion ensued among members of the Board regarding prior practices, prior disclosure and fairness to both the non-employee directors and stockholders. Representatives of Miles & Stockbridge and Potter Anderson answered questions and addressed the fiduciary duties of the Board. Following these discussions, the Board determined that it was appropriate that, in light of the status of ongoing discussions with Pelican, the Board should take action to alter the historical terms of their annual RSU awards to avoid the standard acceleration upon a change in control of the Company and in order to act in the best interest of the stockholders, consistent with the directors’ fiduciary duties. The members of the Board present at the meeting unanimously agreed that the RSUs award should be bifurcated such that the non-employee directors would only receive approximately half of the usual allotment of RSUs in the event that the sale transaction closed prior to year-end. Following the meeting, further discussions among members of the Board and representatives of Miles & Stockbridge and Potter Anderson identified the difficulty in valuing the RSUs at any amount below $4.12 and that any award at $4.12 would need to be disclosed on Form 4s. Following such discussions, the Board resolved in a written consent to increase the amount of cash compensation payable to the non-employee directors of the Board for Q3 and Q4 of 2024 by $32,500 per director (in the aggregate) and require the acceleration of such amounts upon a change of control. All other equity awards would only occur on January 1, 2025, in the event that the merger had not closed as of such date and be consistent with the Company’s past practices.

On July 31, 2024, representatives of Baird and Miles & Stockbridge and representatives of Pelican, Willkie and Locke Lord met to discuss the status of the transaction including the position taken by Lind in relation to the payoff of Lind Note 2. A representative of Miles & Stockbridge also communicated that the Board intended to award cash payment equal to 50% of the usual equity awards to non-employee directors and that the Board had requested, and Miles & Stockbridge had agreed, that in the event that the transaction between GSE and Pelican were to close, Miles & Stockbridge would discount its legal fees by a commensurate amount such that Pelican would not be impacted by the award and the Merger Consideration payable to the Company’s stockholders should not be reduced. Pelican agreed to this proposal and confirmed the Merger Consideration of $4.12 per share.

On August 1, 2024, Miles & Stockbridge transmitted a revised Merger Agreement to Locke Lord, which accepted the proposed termination fee of $600,000 and requested certain revisions to the representations and warranties.

On August 3, 2024, a representative of Lind advised Ms. Gardner that Lind would obtain a second opinion from outside counsel as to whether it was entitled to receive the mandatory default amount in light of the Second Amendment to Lind Note 2. Lind advised that it would have the outside firm engaged by August 9, 2024 and receive its advice thereafter. In the meantime, Lind requested that any legal analysis performed by Miles & Stockbridge be shared with Lind.

On August 4, 2024, members of the Transaction Committee met to discuss options with respect to Lind. The Transaction Committee discussed the possibility of a declaratory judgment action and other claims with respect to Lind. The Transaction Committee discussed the delay with respect to the Merger Agreement if the parties waited for

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Lind to obtain a second opinion from outside counsel. Following these discussions, the Transaction Committee resolved that Ms. Gardner would have the authority to negotiate a resolution of the dispute with Lind up to $180,000, and Baird was directed to ask Pelican to absorb half of the financial impact of any settlement with Lind.

On August 4, 2023, Ms. Gardner emailed the Company’s analysis of the dispute to a representative of Lind and a representative of Miles & Stockbridge advised counsel to Lind that the Company had established a 2:00 pm deadline on August 5, 2024.

On August 4, 2024, representatives of Baird and Miles & Stockbridge met with representatives of Pelican along with representatives of Locke Lord and Willkie to discuss Lind’s position. Pelican notified the Company that, in Pelican’s view, Lind’s position was not supported by the amendment to Lind Note 2, but that resolving the dispute was a Company issue. Pelican clarified that while it was willing to fund the additional amount claimed by Lind, that amount would be deducted from the Merger Consideration that Pelican was willing to pay for the Company and per share merger consideration would be reduced to $4.03 per share.

On August 5, 2024, a representative of Lind and Ms. Gardner met to discuss the parties’ dispute. Lind advised that while it intended to engage counsel, it was willing to settle the dispute for $180,000. Ms. Gardner accepted the offer.

On August 5, 2024, representatives of Baird and Miles & Stockbridge met with representatives of Pelican, along with representatives of Locke Lord and Willkie, to discuss Lind’s position. Baird conveyed that Lind had reduced its demand to $180,000 and that the Company had accepted the proposal. Baird requested that Pelican share the financial impact with the GSE stockholders. The parties determined that the financial impact was approximately $0.053 per share, but Baird advocated that, because Lind had only elected to convert $314,000 of Lind Note 2 into shares of GSE common stock, the impact was somewhat mitigated. Thereafter, the parties discussed a reduction of the merger consideration from $4.12 per share to $4.10 per share, and representatives of Baird and Miles & Stockbridge agreed to share that proposal with the Board.

On August 6, 2024, a representative of Miles & Stockbridge provided an updated total number of shares outstanding based upon the partial conversion of Lind Note 2 and, on August 7, 2024, a representative of Baird and a representative of Pelican met to review the total number of shares outstanding.

On August 7, 2024, the Company repaid in full, in cash and through the delivery of 114,976 shares of Company Common Stock, all outstanding indebtedness owed to Lind, which satisfied Lind Note 2.

Also on August 7, 2024, the Company and Parent entered into that certain Senior Secured Promissory Note in the principal amount of $1,398,447.50 (the “Parent Note”). Pursuant to the terms of the Parent Note, interest accrues at a rate per annum equal to 12.50%. Interest payments under the Parent Note are due and payable on the last business day of each calendar month and on the Maturity Date (as defined below). Interest shall be paid, at the option of the Company, (x) in kind by capitalizing such interest and adding the unpaid amount thereof on each such payment date or (y) in cash. Upon an event of default, interest shall accrue at 14.50%. The Company shall pay the outstanding principal amount on the earlier to occur of (x) August 6, 2025 and (y) the occurrence of a Change of Control (the “Maturity Date”).The Company may prepay the Parent Note upon five business days’ notice to Parent provided that the Company must pay a prepayment premium in connection with such voluntary prepayment equal to the amount of interest which would accrue from the date of prepayment through the Maturity Date. The Company shall be obligated to prepay the Parent Note (a) in the event the Company or its subsidiaries sells, transfers or otherwise disposes of its respective assets outside of the ordinary course of business or (b) in connection with a casualty event in respect of the Company’s or its subsidiaries’ respective real property or other assets, subject to customary reinvestment rights. Upon the occurrence of an event of default as described in the Parent Note, Parent has the right to require the Company to prepay the outstanding principal amount of the Parent Note, plus accrued interest. The Company’s obligations under the Parent Note are secured by a first priority lien on substantially all of the Company’s and its subsidiaries’ assets pursuant to the terms of a Security Agreement by and among Parent, the Company and the Company’s subsidiaries (the “Parent Security Agreement”) and a security interest in the equity securities of the Company’s subsidiaries pursuant to the terms of a Pledge Agreement by and among Parent, the Company and GSE Performance Solutions, Inc. (the “Parent Pledge Agreement”). The Parent Note is guaranteed by each of the Company’s subsidiaries pursuant to a Guaranty by and among Parent and each of the Company’s subsidiaries.

On August 7, 2024, the Board held a special meeting to consider the proposed merger and Merger Agreement. A representative of Baird reviewed the events leading up to the Merger Agreement beginning with the initiation of the process in September 2023. A representative of Miles & Stockbridge then reviewed material terms of the Merger

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Agreement and the contemporaneous equity commitment letter that would be delivered by affiliates of Pelican. Representatives of Miles & Stockbridge and Potter Anderson reviewed the fiduciary and other duties of the Board with respect to the proposed merger and the maximization of stockholder value. Representatives of ACA then presented their analysis of the proposed merger. Following numerous questions by members of the Board, and at the request of the Board, a representative of ACA advised that, in the opinion of ACA, the merger consideration to be received by the GSE common stockholders was fair from a financial point of view. The representative of ACA advised that its written fairness opinion would be provided to the Board immediately after the meeting. The Board reviewed its reasons for the merger and why it believes that the merger and the Merger Agreement are in the best interest of the Company and its stockholders. Thereafter, the Board determined that the Merger Agreement and the transactions described therein, upon the terms and subject to the conditions set forth therein, are fair and reasonable to and in the best interests of the Company and its stockholders, and declared the advisability of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement . The Board approved the Merger and the Merger Agreement together with certain customary actions and approvals. The Board directed that the Merger and the other transactions contemplated by the Merger Agreement be submitted to the stockholders of the Company for consideration and recommended that the stockholders of the Company vote their shares in favor of the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The Board appointed the Chair as a Meeting Committee and designated certain authority to the Meeting Committee to establish a record date and set the special meeting date for the stockholders meeting. Additionally, in order to facilitate any topping bids by third parties, the Board waived the portion of the standstill applicable to all 60 bidders containing a prohibition against requesting an amendment or waiver of such standstill.

On August 8, 2024, the Company filed a Form 8-K announcing the entry by the parties into the Merger Agreement and summarizing the material terms of the merger transaction, including the Merger, and the Board’s waiver, applicable to all 60 bidders, of the portion of the standstill containing the prohibition against requesting an amendment or waiver of such standstill.

Reasons for the Merger; Recommendation of the GSE Board of Directors

The GSE Board unanimously recommends that GSE stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement with Parent and Merger Sub at the Special Meeting.

The GSE Board, with the assistance of its independent financial and legal advisors, evaluated the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, unanimously determined that the Merger is advisable and in the best interests of the Company and its stockholders, unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized the Company to enter into the Merger Agreement. Accordingly, on August 7, 2024, the GSE Board unanimously resolved to recommend that the stockholders of GSE approve and adopt the Merger Agreement (the “Company Recommendation”).

In the course of reaching its recommendation, the Transaction Committee met formally at least 12 times (and informally on a regular basis) and the GSE Board met at least 19 times, in each case the between February 13, 2023 and August 7, 2024 in relation to the exploration of strategic alternatives and the Merger Agreement, including, as needed, with GSE’s legal and financial advisors, and considered the following material factors relating to the Merger Agreement and the Merger, each of which the GSE Board believes supported its decision:

•	the fact that the $4.10 per share cash price (the “Per Share Price”) or equity value of approximately $14.25m provides stockholders with value and liquidity and relative certainty for their shares of GSE common stock;

•	the fact that the Per Share Price represents a premium of approximately 50% over the closing price of GSE common stock as of August 7, 2024, the last trading day on NASDAQ prior to public announcement of the Merger Agreement;

•	the fact that the Per Share Price represents a premium of approximately 15% over the average 30-day volume weighted average price per share as of August 7, 2024, the last trading day on NASDAQ prior to public announcement of the Merger Agreement;

•	the fact that, given the size of the Company, Parent and other bidders focused on enterprise value and the enterprise value offered by Parent, totaling approximately $19.5m (the “Offer Price”), exceeded the next closest offer for the Company,

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•

the GSE Board’s belief that, based on the nature of the auction process pursued by the Company with Robert W. Baird & Co. Incorporated, negotiations with Company D, and negotiations with Parent, the Per Share Price is the highest price per share that Parent was willing to pay and that the terms and conditions of the Merger Agreement were, in the GSE Board’s view, the most favorable to which Parent was willing to agree;

•	the belief that entering into the Merger Agreement with Parent would be more favorable to Company stockholders than the other alternatives reasonably available to the Company, including:

○	the continued operation of the Company on a standalone basis and the pursuit of other potential actionable strategic or financial transactions, considering, among other things:

•	the nature of GSE’s industry, including competition from current domestic and foreign industry participants;

•	the markets in which GSE operates, the potentially growing and intensifying challenges faced by the Company and the attendant risks attributable to continuing as an independent public company;

•	the increased cost of compliance as a provider of services to the nuclear power industry;

•	the increased cost of compliance with the Securities Exchange Act of 1934, as amended, and its implementing regulations as a public company including, but not limited to, costs associated with audit, finance and legal matters;

•	the increased cost and difficulty of providing nuclear power services in foreign countries including, but not limited to, the People’s Republic of China;

•	the difficulty associated with attracting and retaining management and technical talent in light of the failure to pay bonuses in either fiscal year 2022 or 2023;

•	the difficulty associated with attracting and retaining management and technical talent as a result of the performance of the GSE common stock;

•	the challenges associated with maintaining compliance with Nasdaq’s listing requirements and the potential adverse impact on the GSE common stock should the Company be unable to maintain such compliance and be delisted from Nasdaq;

•

the potential rewards of the Company’s standalone long-term plan, analyzing the value enhancement that could be achieved if the risks described above were to be overcome, but also recognizing that substantial investments, expenditures, assumptions of risk and time would be required in connection with the long-term plan;

•	the cessation of the Company’s work force solutions business line and both the short-term impact of such action on the Company’s financial performance and the long-term impact of such action on the Company’s cash flow;

•	the difficulty in obtaining financing for short-term working capital needs on competitive, non-dilutive terms;

•	the difficulty in maintaining covenant compliance with respect to the Lind Note; and

•	the potential for material suppliers and vendors to require prepayment for goods and services in light of the Company’s going concern status.

○	possible strategic transactions with third parties other than Parent, taking into account the financial capacity, regulatory considerations and other execution risks associated with potential alternative bidders and the evaluation provided by the Company’s financial advisor;

•	the fact that the Company would have certain rights in accordance with the terms of the Merger Agreement if there was a potential buyer that presented a Superior Proposal prior to the stockholder vote to approve the Merger;

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•	the GSE Board’s assessment of the terms of the Merger Agreement relating to the Company’s ability to respond to unsolicited acquisition proposals, including:

○	the Company’s right to provide non-public information in response to, and to discuss and negotiate, certain unsolicited acquisition proposals made before Company stockholder approval of the Merger Agreement is obtained; and

○

the Company’s ability to terminate the Merger Agreement prior to obtaining Company stockholder approval of the transaction in specified circumstances relating to a Superior Proposal, subject to payment of a termination fee which the GSE Board believes to be reasonable under the circumstances and not an impediment to a competing transaction. For more information, please see the section of this proxy captioned “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement.”

•	the GSE Board’s assessment of additional terms of the Merger Agreement, including:

○	GSE’s right to specific performance to prevent breaches of the Merger Agreement;

○	the fact that the consummation of the Merger on terms and conditions as contemplated by the Merger Agreement is subject to the approval of Company stockholders, who will have the opportunity to adopt or reject the Merger Agreement;

○

the availability of appraisal rights under Section 262 of the DGCL to Company stockholders or beneficial owners who continuously hold or continuously own, as applicable, their shares of GSE common stock through the effective date of the Merger, who do not vote in favor of the Merger on terms and conditions as contemplated by the Merger Agreement, who properly demand in writing an appraisal of their shares delivered to the Company prior to the taking of the vote on the proposal to approve and adopt the Merger Agreement and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, Section 262 of the DGCL, which provides those eligible stockholders and beneficial owners with an opportunity to seek an appraisal by the Delaware Court of Chancery of the “fair value” of their shares of GSE common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be fair value) which may be determined by the court to be more than, less than, or the same as the Merger Consideration;

○	the initial outside date of February 8, 2025, allowing for time that the GSE Board believed to be sufficient to complete the Merger;

○	the fact that, taken as a whole, the comprehensive terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights and fees of the parties, as finally negotiated are reasonable and customary; and

○	the fact that the GSE Board and GSE management, in coordination with GSE’s independent legal and financial advisors, negotiated with Parent on an arms-length basis, including with respect to price and other terms and conditions of the Merger Agreement.

•

the fact that the proposed Merger Consideration is all cash, thereby providing Company stockholders with certainty of value and liquidity for their shares, especially when viewed against the above-noted risks and uncertainties inherent in the Company’s business and current and foreseeable industry, market and macroeconomic conditions;

•	the fact that, after the announcement of the signed Merger Agreement, the Company did not receive any Takeover Proposals;

•	the GSE Board’s assessment that the likelihood of completion of the transaction and the protections provided by the Merger Agreement are significant factors in support of the transaction, in light of, among other things:

○	the absence of a financing condition in the Merger Agreement and the fact that Parent has access to sufficient capital to fund the transactions;

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○	the business reputation and capabilities of Parent, and the GSE Board’s belief that Parent is highly likely to complete the Merger; and

○

the conditions to closing contained in the Merger Agreement, which the GSE Board believes are reasonable and customary, and which, in the case of the conditions related to the accuracy of the Company’s representations and warranties, are generally qualified by a traditional public company “material adverse effect” standard.

The GSE Board considered the oral opinion of Ankura Capital Advisors, LLC, subsequently confirmed in writing, to the effect that, as of August 7, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in such written opinion, the merger consideration of $4.10 per share of GSE common stock in cash, without interest thereon, to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of GSE common stock, was fair, from a financial point of view, to such holders. See “Vote on Adoption of the Merger Agreement (Proposal 1) — Opinion of Ankura Capital Advisors, LLC.”

In the course of reaching its recommendation, the GSE Board also considered the risks and potentially negative factors relating to the Merger Agreement and the Merger, including:

•

the fact that Company stockholders will have no ongoing equity participation in the Company following the Merger, and therefore will cease to participate in the future earnings of growth that the Company may achieve, or to benefit from increases, if any, in the value of the Company’s GSE common stock as a result of the Merger;

•

the fact that the transaction has an outside date as late as six months from the signing date of the Merger Agreement, that stockholders could be asked to vote on approval and adoption of the Merger Agreement well in advance of the completion of the transaction and that there is no interest payable on the Merger Consideration or adjustment for inflation, and the purchase price is fixed regardless of any macroeconomic and/or tech sector recovery during the pendency of the transaction;

•	the fact that the Company is not entitled to any reverse termination fee to compensate the Company for the damage caused by a termination of the Merger Agreement, and that, if available, other rights and remedies may be expensive and difficult to enforce and the success of which may be uncertain;

•	the risk and costs of stockholder or third-party litigation relating to the Merger;

•	the risks and costs to the Company if the Merger is not completed;

•

the potential uncertainty about the likelihood, timing or effects of completion of the Merger, including on the Company’s stockholders, employees, potential and existing customers and suppliers and other parties, and the risk that such uncertainty may impair the Company’s ability to motivate key personnel and could cause third parties to seek to change or not enter into a business relationship with the Company;

•	the risk of Company management distraction as a result of the Merger;

•

the restrictions on the conduct of the Company’s business before completion of the Merger, generally requiring the Company to use reasonable best efforts to conduct its business in the ordinary course and prohibiting the Company from taking specified actions, which may delay or prevent the Company from undertaking business opportunities, anticipated or not, that may arise;

•	the possibility that the Company may be required to pay a termination fee of $600,000.00 to Parent under certain circumstances;

•	the fact that the receipt of cash by Company stockholders in exchange for their shares of GSE common stock will generally be a taxable transaction to Company stockholders for U.S. federal income tax purposes; and

•

other risks and uncertainties of the nature identified in the section of this proxy statement captioned “Cautionary Statement Concerning Forward-Looking Statements” and in GSE’s filings with the SEC, including the risks set forth in “Item 1A. Risk Factors” in GSE’s Annual Report on Form 10-K for the year ended December 31, 2023, and GSE’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, and June 30, 2024. For more information, see section of this proxy statement captioned “Where You Can Find More Information.”

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After taking into account all of the factors set forth above, as well as others, the GSE Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger Agreement and transactions contemplated thereby were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the transactions contemplated thereby that supported its determination and recommendation. Accordingly, the GSE Board determined that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of GSE and its stockholders.

The foregoing discussion of the information and factors considered by the GSE Board includes the material factors considered by the GSE Board but does not necessarily include all of the factors considered by the GSE Board. The members of the GSE Board evaluated the various factors listed above, among other things, in light of their knowledge of the business, financial condition and prospects of GSE and considered the advice of GSE’s independent financial and legal advisors. In view of the complexity and variety of factors considered in connection with its evaluation of the Merger Agreement and the Merger, the GSE Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the GSE Board each applied his or her own personal business judgment to the process and may have given different weights to different factors. The GSE Board did not undertake to make any specific determinations as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The GSE Board unanimously resolved to recommend that the stockholders of GSE approve the Merger, and the Merger Agreement based upon the totality of information it considered.

When considering the foregoing recommendation of the GSE Board that you vote to approve the Merger Proposal, stockholders should be aware that some of GSE’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The GSE Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the transactions contemplated thereby were advisable and in the best interests of GSE and its stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the transactions, in making its recommendation that the stockholders vote in favor of the adoption of the Merger Agreement and approval of the transactions, and in directing that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “Vote on Adoption of the Merger Agreement (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Cautionary Statement Concerning Forward-Looking Statements.

Opinion of Ankura Capital Advisors, LLC

The Company retained ACA to act as financial advisor to the GSE Board solely to evaluate whether, as of August 7, 2024, the Merger Consideration was fair, from a financial point of view, to the holders of GSE common stock. The Company selected ACA to act as the Company’s financial advisor based on ACA’s extensive expertise, knowledge of the industry in which the Company operates and experience advising companies in connection with potential strategic transactions. ACA has provided its written consent to the reproduction of the Opinion in this proxy statement. At the meeting of the GSE Board on August 7, 2024, ACA rendered to the GSE Board its oral opinion, subsequently confirmed in writing, to the effect that, as of August 7, 2024 and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration was, was fair, from a financial point of view, to the holders of GSE common stock. Following the meeting, ACA delivered its written opinion, dated August 7, 2024 (the “Opinion”), to the GSE Board.

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underlying business decision by GSE to engage in the Merger or address the terms of the Merger Agreement (except with respect to the Merger Consideration specifically referenced therein). The Opinion does not address any other aspect of the Merger, does not constitute a recommendation to any GSE stockholder as to how to vote with respect to the Merger or any other matter, and does not express any opinion as to the trading price of GSE common stock at any point in time. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion, which is attached to this proxy statement as Annex B.

For purposes of rendering its Opinion, ACA reviewed a draft of the Merger Agreement dated as of August 7, 2024 (the “Draft Merger Agreement”) and certain related documents, certain publicly available financial statements and financial information relating to the Company, certain historical financial information and other data that were provided by management of the Company, and other business and financial information of the Company. ACA also reviewed certain forward-looking information prepared by the management of the Company, including Company projections and financial forecasts, backlog and pipeline analyses, quality of earnings reports and other documents relating to the business and operations of the Company, and discussed the past and current operations and financial condition and the prospects of the Company with senior management of the Company. Additionally, ACA reviewed the historical market prices and trading activity for the Company’s common stock and compared the financial performance of the Company and the prices and trading activity of the Company’s common stock with that of certain other selected publicly traded companies and their securities. ACA also reviewed certain Company financial and share trading information and compared that data with the financial and stock trading data of other publicly traded companies that have been subject to change of control corporate transactions. Additionally, ACA also performed such other valuation and comparative financial analyses, reviewed such other information and considered such other factors as it deemed appropriate.

In arriving at its Opinion, ACA assumed and relied upon, with the knowledge and consent of the Company and without independent verification, the following: (i) the accuracy, completeness and reasonableness of the financial, legal, tax and other information that was publicly available, supplied or otherwise made available to ACA, or discussed between ACA and Company management; (ii) the representations from the Company and its management that they were unaware of any facts that would make the information provided to ACA be incomplete or misleading for the purpose of rendering ACA’s Opinion; (iii) that all financial forecasts and projections provided to ACA by the Company were reasonably prepared in good faith on a basis reflecting the best contemporaneous estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby; (iv) that the Draft Merger Agreement reviewed by ACA would not differ materially from the final, executed Merger Agreement, and that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement and in a timely manner compliant in all respects with applicable law; (v) that in connection with the receipt of all the necessary approvals of the transactions contemplated by the Merger Agreement, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on the Company or the contemplated benefits expected to be derived in the Merger; and (vi) that there had been no material change in the assets, liabilities, business, condition (financial or otherwise), results of operations, or prospects of the Company since the date of the most recent financial statements made available by the Company to ACA, other than changes already anticipated by or reflected in the Company’s financial projects and forecasts.

The Opinion is necessarily based on financial, economic, market and other conditions as existed on, and the information made available to it as of, the date of the Opinion. Although events occurring after the date of the Opinion may affect the Opinion and the assumptions used in preparing it, ACA did not assume or undertake, and disclaims any obligation to, update, revise, reaffirm or withdraw its Opinion. In addition, the Opinion did not address the underlying business decision of the Company to engage in the Merger, consider any indications of interest from third parties in connection with the proposed sale of the Company, or evaluate the relative merits of the Merger as compared to any strategic alternatives that have been or may be available to the Company. The Opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to the holders of GSE common stock. ACA’s Opinion did not, nor does ACA now, express any opinion as to the market price or value of the Company’s GSE common stock after the date of the opinion. ACA’s Opinion does not constitute a recommendation to the GSE Board or the Company stockholders to approve the Merger, and the Opinion does not create, nor should it be construed to create any fiduciary duty on the part of ACA to any person. ACA was not requested to, nor did ACA participate in, the negotiation or structuring of the Merger Agreement. Furthermore, ACA did not evaluate the solvency of the Company and did not make an independent appraisal or physical inspection of the Company’s assets or liabilities. The Opinion has been approved by ACA’s fairness opinion committee in accordance with its customary practice.

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The following is a summary of the material analyses performed by ACA in connection with its Opinion dated August 7, 2024. The analyses and factors described below must be considered as a whole. The tables are not intended to stand alone must be read together with the full text of each summary. Considering any portion of the analyses, factors and data set forth below without considering the full narrative description of all the financial analyses and factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of ACA’s financial analyses and Opinion.

Selected Public Companies Analysis

ACA performed a selected public companies analysis for the Company. Although none of the selected public companies is directly comparable to the Company, ACA selected the public companies for its analysis based on their degree of similarity to the Company, primarily in terms of operations, geographic footprint, size, and historical and projected financial performance as compared to the Company. ACA analyzed the selected public companies listed below:

•	Plurilock Security, Inc.

•	ENGlobal Corporation

•	Mistras Group, Inc.

•	Babcock & Wilcox Enterprises, Inc.

•	Perma-Fix Environmental Services, Inc.

•	GEE Group Inc.

•	Hudson Global, Inc.

None of the selected public companies were directly comparable to GSE, and certain of these companies may have characteristics that are materially different from GSE and its business. However, these companies were selected, among other reasons, because they are publicly-traded companies that operate in the Staffing and Nuclear Services industry sectors, and are somewhat comparable to GSE primarily in terms of their size, historical and projected revenue growth, historical and projected profitability, net working capital requirements, geographic business mix and customer / channel concentrations. However, given the Company’s liquidity and other financial challenges, ACA’s analysis necessarily involved additional considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect GSE.

The table below summarizes observed historical and projected multiples of enterprise value to last 12 months (“LTM”) revenue, LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”), for the selected public companies, in each case as of August 7, 2024.

The results of this analysis were as follows:

Selected Public Companies Analysis


	Enterprise Value as a Multiple of
Company Name	LTM Revenue	LTM EBITDA
Plurilock Security Inc.	0.25	NMF
ENGlobal Corporation	0.23	NMF
Mistras Group, Inc.	0.62	6.46
Babcock & Wilcox Enterprises, Inc.	0.58	48.34
Perma-Fix Environmental Services, Inc.	1.94	NMF
GEE Group Inc.	0.09	3.11
Hudson Global, Inc.	0.18	NMF

Note: LTM EBITDA figures were not meaningful for Plurilock Security, Inc., ENGlobal Corporation, Perma-Fix Environmental Services, Inc., and Hudson Global, Inc.

To determine the range of implied enterprise values for the Company, ACA multiplied the selected 2024 LTM Revenue and 2024 LTM Adj. EBITDA multiples of 0.25x and 6.46x, respectively, with the Company’s 2024 LTM

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Revenue and 2024 LTM Adj. EBITDA based on the Company’s financial forecasts and projections. This analysis resulted in a range of implied enterprise values for the Company of approximately $11.26 million to $15.50 million. ACA then calculated an estimated range of equity value for the Company by adding the amount of the Company’s cash and cash equivalents and subtracting the amount of the Company’s long-term debt obligations. The resulting estimated equity value range was then divided by the number of shares of GSE common stock outstanding to derive a range of equity values per share of $3.24 to $4.45, as compared to the Merger Consideration of $4.10 per share to the holders of GSE common stock pursuant to the Merger Agreement.

Selected M&A Transactions Analysis

ACA reviewed publicly available information related to selected mergers and acquisition transactions based on, among other things, the target company’s industry and operational similarity, the relative size of the transaction, and the availability of public information related to the selected transactions. Using publicly available information, ACA identified the following nine transactions involving the acquisitions of engineering and consulting firms who provide services to the energy and power, utilities, and environmental services markets deemed, based on ACA’s experience and evaluation, comparable to the Company.

The results of this analysis were as follows:

Selected M&A Transactions Analysis


Target Name	Buyer Name	Announcement	Enterprise Value as a multiple of LTM Revenue
EXCEL Services Corporation	Pelican Energy Partners LP	2/20/2024	N/A
Williams Industrial Services Group	Energy Solutions	7/24/2023	0.20x
DP Engineering Ltd. Co.	GSE Systems, Inc.	2/19/2019	0.58x
TTi (Europe) Limited	GP Strategies Corporation	10/2/2018	0.60x
All Assets of Huen Electric	MYR Group Inc.	7/3/2018	0.29x
True North Consulting, LLC	GSE Systems, Inc.	5/14/2018	0.89x
Absolute Consulting, Inc.	GSE Systems, Inc.	9/20/2017	0.22x
Labor Smart, Inc., Staffing business unit	Energy Staffing Solutions, Inc.	8/18/2016	0.35x

The LTM revenue multiples for the selected target companies were calculated based on certain publicly available historical financial data for the selected M&A transactions. ACA considered seven of the nine selected transactions, as one of the transactions lacked publicly available financial information and the other transaction was not a transaction involving a change of control. No company or transaction utilized in the selected M&A transactions analysis was identical or directly comparable to the Company or the Merger.

To determine the range of implied enterprise values of the Company, ACA multiplied the selected 2024 LTM Revenue multiples of 0.26x and 0.35x, respectively, by the Company’s 2024 LTM Revenue. This analysis resulted in a range of implied enterprise values for the Company of approximately $11.49 million to $15.72 million. ACA then calculated an estimated equity value range of the Company by adding the amount of Company’s cash and cash equivalents and subtracting the amount of Company’s long-term debt obligations. The resulting estimated equity value range was then divided by the number of shares of GSE common stock outstanding to derive a range of equity values per share of $3.30 to $4.50, as compared to the Merger Consideration of $4.10 per share to the holders of GSE common stock pursuant to the Merger Agreement.

Discounted Cash Flow Method

In addition, ACA performed a discounted cash flow analysis of the Company, which is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. ACA performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal year ending December 31, 2024. Free cash flow was based on the forecasted unlevered after-tax net operating profits adjusted for non-cash charges, working capital investments, and capital expenditures. The tax rate utilized in the discounted cash flow analysis was 26.0%, as provided by GSE management. ACA calculated the net present value of the projected unlevered free cash flows utilizing an estimate of the Company’s weighted average cost of capital. For purposes of its discounted cash flow analysis, ACA utilized and relied upon the projections provided by GSE management, which provided a financial forecast for the fiscal year ending December 31, 2024, and other financial information.

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In calculating the net present value of the unlevered free cash flows in the discounted cash flow analysis, ACA utilized a weighted average cost of capital range of 33.0% to 36.0%. The discount rate range was selected giving consideration to market-based and company-specific risks and was based on ACA’s professional judgment and experience. ACA calculated the Company’s terminal value by applying an assumed perpetuity growth rate of 3.0% to the Company’s terminal year unlevered free cash flows. ACA discounted the indicated terminal value to present value using the selected range of discount rates and added the present value of the unlevered free cash flows. Based on these assumptions, and after rounding, ACA’s discounted cash flow analysis indicated an estimated enterprise value range for the Company of $13.17 million to $14.33 million. ACA then calculated an estimated equity value range for the Company by adding the amount of the Company’s cash and cash equivalents, and subtracting the amount of the Company’s debt obligations, as provided by GSE management. The resulting estimated equity value range was then divided by the number of shares of GSE Common Stock outstanding, as provided by GSE management, to derive a range of equity values per share of $3.78 to $4.12, as compared to the Merger Consideration of $4.10 per share to the holders of GSE common stock pursuant to the Merger Agreement.

Volume Weighted Average Price Analysis

ACA performed a volume weighted average price analysis (“VWAP”) of the Company by obtaining from Bloomberg the historical price and trading volume within GSE’s common stock over the following periods: 30 days, 45 days, 90 days, and one year. ACA observed that the average price for each of these trading periods were below the Merger Consideration of $4.10 per share. ACA also noted that the trading volume was low, indicating fewer buyers and sellers, and high volatility due to the illiquidity of GSE common stock. Based on such information, the Merger Consideration of $4.10 per share is a 46% premium on a per share basis to the market close per share price of $2.80 as of August 6, 2024.

Miscellaneous

ACA and its affiliates provide a range of investment banking and financial services and, in that regard, ACA and its affiliates may in the future provide investment banking and other financial services to the Company, Parent, or each of their respective affiliates, for which ACA and its affiliates would expect to receive compensation. ACA was engaged by the Company pursuant to an engagement letter between ACA and the Company executed on July 17, 2024 (the “Engagement Letter”), to render an opinion to the GSE Board as to whether the Merger Consideration to be received by Company stockholders in the Merger Agreement was fair, from a financial point of view, to such stockholders.

ACA received fees for its services of approximately $120,000, of which $35,000 became payable upon execution of the Engagement Letter, and the remainder became payable upon ACA informing the GSE Board that it was prepared to deliver its Opinion as requested. The Company also agreed to reimburse ACA for expenses incurred in performing its services and agreed to indemnify ACA and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling ACA or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses related to or arising out of ACA’s engagement. No portion of ACA’s fee in connection with the delivery of its Opinion is contingent upon either the conclusion reached in its Opinion or the consummation of the Merger.

Disclosure of Prior Relationships

ACA was previously engaged by the Company in December 2023 paid approximately $75,000 in connection with financial advisory services provided to the Company in January 2024. See the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Background of the Merger.” No other fees have been paid to ACA and its affiliates by the Company, Parent or their respective affiliates during the past two years.

Treatment of Company Equity Awards

The Company has issued both restricted stock units that vest over time based upon the continued service of employees or directors of the Company (“RSUs”) and performance-based restricted stock units that vest based upon defined performance criteria provided that the employee continues to be employed by the Company (“PSUs”).

Stock Options. The Company has no outstanding stock options. The Company has not issued any stock options since January 1, 2016, and does not intend to issue any stock options prior to the Effective Time.

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Restricted Stock Unit Awards. At the Effective Time, each outstanding Company RSU award will, automatically and without any required action on the part of the holder thereof, be converted into the right to receive the RSU payment. The RSU payment will be subject to the same time-based vesting and forfeiture provisions as were applicable to the corresponding Company RSU award immediately prior to the Effective Time. The Company believes that (i) 22,857 RSUs will either vest prior to the closing of the Merger or be accelerated and vest upon the closing of the Merger and result in the issuance of a commensurate number of shares of GSE common stock; and (ii) 95,000 RSUs issued to Ravi Khanna earlier this year will be forfeited at the closing.

Performance-Based Restricted Stock Unit Awards. At the Effective Time, each outstanding PSU for which the applicable performance period HAS ended at or prior to the Effective Time (each, a “Vested PSU”) will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest), if any, equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such Vested PSU earned based on actual performance during the applicable performance period (subject to applicable tax withholdings). Each then-outstanding PSU for which the applicable performance period HAS NOT ended prior to the Effective Time, will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest), if any, equal to (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such PSU earned based on actual performance achieved as of immediately prior to the Effective Time (subject to applicable tax withholdings). Pursuant to the terms of the Merger Agreement, the Company does not believe that any PRSUs will vest and receive Merger Consideration.

Quantification of Payments for Executive Officers. For an estimate of the amounts that would be payable to each of the Company’s named executive officers on settlement of their unvested Company equity awards, see “Quantification of Payments and Benefits to the Company’s Named Executive Officers” below. The estimated aggregate amount that would be payable to the Company’s other executive officer who is not a named executive officer in settlement of his unvested equity-based awards if the Effective Time occurred on October 31, 2024 is approximately $2,050.

Quantification of Payments for Non-Employee Directors. As of the Effective Time and the record date, non-employee directors held no unvested RSUs. In light of the Company’s non-binding letter of intent with Pelican Energy Partners Base Zero LP (“Pelican Energy Partners”), the non-employee directors chose not to award themselves RSUs following the 2024 annual meeting of stockholders and, instead, increased their quarterly cash compensation by $16,250 for the third and fourth quarter of 2024.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the GSE Board with respect to the Merger, Company stockholders should be aware that the directors and executive officers of GSE have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company stockholders generally. The GSE Board was aware of these interests and considered them, among other matters, in adopting the Merger Agreement, and in making its recommendation that Company stockholders approve and adopt the Merger Agreement. See the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Background of the Merger” and the section entitled “Vote on Adoption of the Merger Agreement (Proposal 1) — Reasons for the Merger; Recommendation of the GSE Board of Directors.” These interests are described in more detail below.

Transaction Bonus Payments

Pursuant to the terms of that certain Employment Agreement, dated July 22, 2024 (the “Khanna Employment Agreement”) between Ravi Khanna and the Company, in the event of a Change in Control (as defined in the Khanna Employment Agreement) prior to December 31, 2024, in lieu of the accelerated vesting of any RSUs, Mr. Khanna will be entitled to a cash bonus payment in the amount of $100,000. The closing of the Merger will constitute a Change in Control and, if it occurs prior to December 31, 2024, entitle Mr. Khanna to the foregoing payment.

In addition to the foregoing, the Company has notified Parent that it intends to make two transaction bonus payments in light of the extraordinary work performed by two employees in relation to the Merger and in support thereof. Mr. Damian Delongchamp will receive a cash bonus payment of $50,000 upon the closing of the Merger and a non-executive employee will receive a cash bonus payment of $25,000 upon the closing of the Merger.

Named Executive Officer Agreements

Khanna Employment Agreement - On July 22, 2024, the Company entered into a new employment agreement with Mr. Khanna (the “Khanna Employment Agreement”). At the time of the Khanna Employment Agreement, the

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Company had entered into a letter of intent with Pelican Energy Partners and, therefore, took the letter of intent into consideration. Under the Khanna Employment Agreement, Mr. Khanna serves for an initial term beginning on July 22, 2024, and ending on December 31, 2024. The term will then automatically renew for one-year periods until either the Company or Mr. Khanna notifies the other of an intent to terminate the Employment Agreement at least thirty days prior to December 31st of the then-current year. Mr. Khanna’s Base Salary is $350,000 and subject to annual review by the GSE Board. Mr. Khanna is eligible for a bonus of up to 100% of his Base Salary subject to the achievement of annual performance goals determined by the GSE Board. Mr. Khanna is entitled to participate in all employee benefits available to senior executives or employees of the Company. During the term of the Khanna Employment Agreement, and for a 12-month period following termination of the Khanna Employment Agreement, Mr. Khanna shall not compete with the Company or solicit employees or customers of the Company. If the Company terminates Mr. Khanna’s employment for a reason other than Death, Disability or Cause (as defined in the Khanna Employment Agreement), or if Mr. Khanna terminates his employment for Good Reason (as defined in the Khanna Employment Agreement), then Mr. Khanna will (subject to certain conditions) receive his Base Salary and Benefits (as defined in the Khanna Employment Agreement) for a period of 12 months, each running from the date of termination of his employment, payable as and when salaries are generally paid to executive officers of the Company, and Mr. Khanna will also receive, on the date that annual bonuses are paid to similarly situated employees but no later than 120 days following the end of the calendar year in which the termination occurs, a bonus equal to the sum of his bonus if he had been employed for the full year and the pro-rated amount through his date of termination.

If the Company undergoes a Change in Control (as defined in the Khanna Employment Agreement and including the Merger) on or prior to December 31, 2024, Mr. Khanna is entitled to a payment of $100,000 upon such Change of Control event. In light of the pendency of the Pelican Energy Partners non-binding letter of intent, the GSE Board of Directors believed that maintaining transparency and not diluting the stockholders of the Company was in the best interest of the stockholders and the Company and, therefore, insisted upon a structure that would not result in the acceleration of a material number of RSUs in the event that a transaction with Pelican Energy Partners or its affiliates was entered into on or before December 31, 2024.

In connection with the Khanna Employment Agreement, the Company and Mr. Khanna also entered into a restricted share unit agreement (the “RSU Agreement”). In accordance with the terms of the RSU Agreement, Mr. Khanna received 100,000 restricted stock units vesting as follows: (i) 5,000 vesting immediately on the grant date; (ii) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2025; (iii) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2026; (iv) 25,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2027; and (v) 20,000 vesting quarterly in four equal installments during the fiscal year ending December 31, 2028. If the Company undergoes a Change in Control (including the Merger) prior to December 31, 2024, Mr. Khanna will forfeit 95,000 unvested RSUs.

Pepe Employment Agreement - Mr. Pepe entered into an employment agreement with the Company, dated July 1, 2016, as amended June 12, 2017, and January 11, 2019 (the “Pepe Employment Agreement”), which provides that he will serve as the Chief Financial Officer of the Company for a term that ended on December 31, 2018. The term was extended, and will automatically extend, for additional one-year periods unless either Mr. Pepe or the Company decides not to extend the term. Under the Pepe Employment Agreement, Mr. Pepe is entitled to a base salary of at least $250,000, which may be increased (but not decreased) by the GSE Board of Directors. For the year ended December 31, 2022, the Compensation Committee increased Mr. Pepe’s base salary to $315,000 and Mr. Pepe was eligible to earn a bonus of up to $315,000; based on the Company’s financial performance, however, the Compensation Committee determined that no executive bonus or other non-equity incentive compensation was payable to Mr. Pepe for 2022. For the year ended December 31, 2023, the Compensation Committee increased Mr. Pepe’s base salary to $315,000 and Mr. Pepe was eligible to earn a bonus of up to $189,000; based on the Company’s financial performance, however, the Compensation Committee determined that no executive bonus or other non-equity incentive compensation was payable to Mr. Pepe for 2023. Mr. Pepe is entitled to participate in all employee benefits available to senior executives or employees of the Company.

The Pepe Employment Agreement will terminate prior to the end of its term if certain events occur. If the Pepe Employment Agreement terminates due to Mr. Pepe’s death, disability, or for, the Company will pay him through the date of termination. Termination for “Cause” includes: willful and continued failure by Mr. Pepe to perform his duties (other than as a result of disability) after 30 days’ notice and opportunity to cure; his willful engaging in misconduct that materially adversely affects the Company’s business or prospects; his felony conviction or plea of no contest to a crime of moral turpitude; abuse of alcohol or drugs affecting his performance; or material breach of

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a material term of the Pepe Employment Agreement. If the Company terminates the Pepe Employment Agreement for any reason other than death, disability, or Cause, or if Mr. Pepe terminates the Pepe Employment Agreement for Good Reason, the Company will pay Mr. Pepe twelve months’ salary, payable as and when salaries are generally paid to executive officers, and he will continue to be eligible to participate in all medical, dental, life insurance, and 401(k) plan benefits for that 12-month period. He will also receive a prorated bonus to the extent he otherwise would have earned one had he remained employed through the end of the year of termination, payable within the first quarter of the following year. Mr. Pepe’s unvested restricted stock units are forfeited upon his termination of employment, except that some of the RSUs previously granted to him may vest if his employment is terminated by the Company without Cause or by him for Good Reason. Mr. Pepe may terminate the Pepe Employment Agreement for “Good Reason” if: his duties, responsibilities or authority are materially reduced without his consent; his base salary and bonus opportunity are reduced; his benefits are discontinued or materially reduced, in the aggregate; his primary office is moved more than fifty (50) miles from his current office; or the Company materially breaches the Pepe Employment Agreement.

The Pepe Employment Agreement provides Mr. Pepe with benefits in the event of a Change in Control that are different from those described above. Those benefits are triggered if he terminates his employment for Good Reason (defined above) or the Company terminates his employment for any reason other than Cause (defined above), in each case within one year following the effective date of a Change of Control. Those benefits are payable in lieu of any other termination benefits and consist of the following: Mr. Pepe will receive his base salary and benefits for a period of 12 months from the date of termination of his employment, payable as and when salaries are generally paid to executive officers of the Company, and he will also receive, on the date of termination, a lump sum equal to greater of (i) the actual amount of bonus earned as of the date of termination or (ii) the target amount of bonus for the period during which his employment terminates.

Mr. Pepe agreed during the term of the Pepe Employment Agreement, and for a one-year period following termination of the Pepe Employment Agreement, not to compete with Company or solicit employees or customers of the Company.

Meyssami Employment Agreement - Dr. Meyssami originally entered into an employment agreement with the Company, dated December 1, 2015. This employment agreement was then amended and restated as of January 1, 2019 (the “Meyssami Employment Agreement”). The Meyssami Employment Agreement provides that he will serve as the Chief Technology Officer of the Company for a term ending on December 31, 2019. The term automatically extends for one year periods on each December, unless either Dr. Meyssami or the Company decides not to extend the term. Under the Meyssami Employment Agreement, Dr. Meyssami is entitled to a base salary of $255,000, which will be reviewed annually by the GSE Board of Directors. In 2022, Dr. Meyssami’s base compensation was increased to $265,200. In addition, Dr. Meyssami was eligible for a bonus of up to 80% of his base salary, subject to the achievement of certain performance goals, however, the Compensation Committee determined that no executive bonus or other non-equity incentive compensation was payable to Dr. Meyssami for 2022. In 2023, Dr. Meyssami’s base compensation was increased to $265,200. In addition, Dr. Meyssami was eligible for a bonus of up to 80% of his base salary, subject to the achievement of certain performance goals, however, the Compensation Committee determined that no executive bonus or other non-equity incentive compensation was payable to Dr. Meyssami for 2023.

Dr. Meyssami is entitled to participate in all employee benefits available to senior executives or employees of the Company, as described above with respect to Mr. Meyssami. Each fiscal year Dr. Meyssami will have the potential to earn 25% of his Base Salary in RSUs and will also be eligible to receive additional grants of performance vesting RSUs that, if granted, will vest based upon metrics determined by the Compensation Committee and approved by the GSE Board. The Meyssami Employment Agreement will terminate prior to the end of its term if certain events occur. If the Meyssami Employment Agreement terminates due to Dr. Meyssami’s death, disability or for “Cause” (as defined above for Mr. Pepe), the Company will pay him through the date of termination.

If the Company terminates the Meyssami Employment Agreement for any reason other than death, disability or Cause, or if Dr. Meyssami terminates the Meyssami Employment Agreement for “Good Reason” (as defined above for Mr. Pepe), the Company will pay Dr. Meyssami 12 months’ salary, payable as and when salaries are generally paid to executive officers, and he will continue to be eligible to participate in all medical, dental, life insurance and 401(k) plan benefits for six months. He will also receive a prorated bonus to the extent he otherwise would have

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earned one had he remained employed through the end of the year of termination, payable within the first quarter of the following year. Dr. Meyssami’s unvested restricted stock units are forfeited upon his termination of employment, except that some of the RSUs previously granted to him may vest if his employment is terminated by the Company without Cause or by him for Good Reason.

The Meyssami Employment Agreement provides Dr. Meyssami with benefits in the event of a Change in Control that are different from those described above. Those benefits are triggered if he terminates his employment for Good Reason (defined above) within one year following the effective date of a Change of Control. Those benefits are payable in lieu of any other termination benefits and consist of the following: Dr. Meyssami will receive his base salary and benefits for a period of 12 months from the date of termination of his employment, payable as and when salaries are generally paid to executive officers of the Company, and he will also receive, on the date of termination, a lump sum equal to the greater of (i) the actual amount of bonus earned as of the date of termination or (ii) the target amount of bonus for the period during which his employment terminates. In addition, upon a Change of Control, some of Dr. Meyssami’s PRSUs may vest based on whether the specified performance conditions are satisfied at that time.

Dr. Meyssami agreed during the term of the Meyssami Employment Agreement, and for a one year period following termination of the Meyssami Employment Agreement, not to compete with Company or solicit employees or customers of the Company.

Other Arrangements with GSE Executive Officers

Damien DeLongchamp, recently named Chief Operating Officer of the Company, is party to that certain employment agreement with the Company, dated April 1, 2023, as well as a letter agreement, dated May 8, 2024.

In addition to the foregoing, although the Company has not entered into a written agreement with Mr. DeLongchamp, in connection with the Merger the Company intends to pay Mr. DeLongchamp a cash bonus of $50,000.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that after the Effective Time, Parent will cause the surviving corporation to indemnify and hold harmless the individuals who on or prior to the Effective Time were officers or directors of the Company or its subsidiaries or were serving at the request of the Company as an officer, director, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its subsidiaries at any time prior to the Effective Time to the fullest extent permitted by applicable law (including with respect to advancement of expenses and attorneys’ fees and advancing such expenses and fees without requiring any preliminary determination of entitlement subject to such individual’s affirmation or undertaking if required under the DGCL).

Parent has agreed that all rights to exculpation or indemnification for acts or omissions occurring prior to the Effective Time existing as of August 8, 2024 in favor of the current and former directors and officers of the Company or any of its subsidiaries or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer or director, as provided in the Company’s or each of its subsidiaries’ respective certificates of incorporation or bylaws (or similar organizational documents) or in any agreement, will survive the merger and the transactions contemplated by the Merger Agreement and will continue in full force and effect in accordance with their terms. The Merger Agreement provides that after the Effective Time, Parent and the surviving corporation will (and Parent will cause the surviving corporation to) fulfill and honor such obligations to the maximum extent that the Company or the applicable subsidiary would have been permitted to fulfill and honor them by applicable law.

In addition, for a period of six years following the Effective Time, the Merger Agreement provides that Parent will, and will cause the surviving corporation and its subsidiaries to, cause the certificates of incorporation and bylaws (and other similar organizational documents) of the surviving corporation and its subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the certificates of incorporation and bylaws (or similar organizational documents) of the Company and its subsidiaries immediately prior to the Effective Time, and during such six-year period, such provisions may not be amended, repealed or otherwise modified in any respect, except as required by applicable law.

In addition, the Company will obtain for a period of six years from and after the Effective Time, “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, with terms, conditions, retentions and limits of liability that are at least as favorable to

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the insured parties as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time, subject to certain qualifications and provided that in no event will the annual cost of such insurance coverage exceed during such period 300% of the current aggregate annual premium paid by the Company for such purpose and, if the cost of the insurance coverage exceeds such amount, the surviving corporation will obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Quantification of Payments and Benefits to the Company’s Named Executive Officers; Golden Parachute Compensation

The table below entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that may be paid or may become payable in connection with, or following, the consummation of the merger to the Company’s named executive officers identified in the Company’s most recent proxy statement, filed in connection with the Company’s 2024 annual meeting of Company shareholders (i.e., the Company’s principal executive officer, principal financial officer, and one other most highly compensated executive officer as determined for purposes of such annual proxy statement), as required by Item 402(t) of Regulation S-K, which compensation is subject to an advisory vote of the Company’s shareholders, as described below. Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect certain compensation actions that may occur before the completion of the merger and, as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G modified cutback included in the named executive officers’ severance arrangements (as described above); therefore, actual payments to the named executive officers may be less than the amounts indicated below. In addition, the table below does not include amounts that the Company’s named executive officers were already entitled to receive or vested in as of the date hereof.

For purposes of calculating the amounts indicated in the table below, unless otherwise noted, we have assumed:

•	the Effective Time is October 31, 2024, which is the assumed date of the closing of the merger solely for purposes of this transaction-related compensation disclosure;

•	the relevant price per share of GSE common stock is equal to the Merger Consideration;

•

each named executive officer’s employment is terminated by the Company or its successor without “cause” or resigns for “good reason” (as such terms are defined in the relevant plans and agreements), in each case, immediately following the effective time (each, referred to as a “qualifying termination”);

•	quantification of outstanding equity awards is calculated based on the outstanding equity awards held by each named executive officer as of September 13, 2024, the latest practicable date before the filing of this proxy statement;

•	all unvested equity awards held by each named executive officer as of September 16, 2024 remain unvested as of the effective time;

•	in accordance with the terms of the executive officer’s employment agreement, each named executive officer will receive a bonus payment, assuming the maximum payout amount, for the year of termination of employment following the merger if he is terminated; and

•	for purposes of the agreements and plans described below, the consummation of the merger as contemplated by the merger agreement constitutes a “change in control” or “change of control” (as defined under the Company’s applicable compensation plans) at the effective time.

Golden Parachute Compensation


Name	Cash⁽¹⁾ ($)	Equity⁽²⁾ ($)	Perquisites/Benefits⁽³⁾ ($)	Total ($)
Khanna, Ravi	$800,000	$713	$58,777	$859,490
Pepe, Emmett	$504,000	$4,555	$42,421	$550,976
Meyssami, Bahram	$477,360	$1,099	$31,519	$509,978

(1)	Consists of amounts payable under the executive officer’s employment agreements with the Company (described above) that provide for enhanced severance benefits (excluding the value of continuation of benefits, which is included under the column titled Perquisites/Benefits)

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following a Change in Control in the event that the employment of the executive officer is terminated without cause and, for Mr. Khanna, a $100,000 cash bonus payment, in lieu of the acceleration for any RSUs issued to Mr. Khanna on or about August 2, 2024, in the event of a Change in Control (as defined in his employment agreement, which would include the closing of the Merger) prior to December 31, 2024 (described above). The cash portion of the executive officers’ enhanced severance consists of the following: (a) Mr. Khanna: 12-month severance in the amount of $350,000 and 2024 bonus in the amount of $350,000; (b) Mr. Pepe: 12-month severance in the amount of $315,000 and 2024 bonus in the amount of $189,000; (c) Dr. Meyssami: 12-month severance in the amount of $265,000 and 2024 bonus in the amount of $82,875. The parties to the Merger do not anticipate that the employment of the executive officers will be terminated without cause within one year following the Merger, so payment of the cash portion of the enhanced severance benefits is being estimated solely for purposes of this Golden Parachute Compensation Table.

(2)	Consists of the value of each executive officer’s RSUs that are outstanding and unvested as of the Effective Time and that will automatically become fully vested and be canceled and converted automatically into the right to receive a cash payment (without interest), as described above.

(3)

Consists of the portion of the enhanced severance benefits under the executive officer’s employment agreements with the Company (described above) attributable to continuation of benefits for 12 months. As with the cash payments, 12 months’ continuation of benefits assumes, solely for purposes of this Golden Parachute Compensation Table, that the executive officers will be terminated without cause within one year following the Merger. Assumptions used for financial reporting purposes under generally accepted accounting principles were made for purposes quantifying health and welfare benefits.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the alternative minimum tax, the rules pertaining to “qualified small business stock” or “Section 1244 stock”, nor does it address any tax consequences arising under state, local or non-U.S. tax laws or U.S. federal tax laws other than those pertaining to the U.S. federal income tax.

This discussion is limited to stockholders who hold their shares of GSE common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). Further, this discussion is for general information only and does not address all of the tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, U.S. Holders that have a functional currency other than the U.S. dollar, stockholders who hold shares of GSE common stock through an individual retirement or other tax-deferred account, tax-exempt organizations, governmental agencies or instrumentalities, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes), S corporations or other pass-through entities and investors in such pass-through entities, real estate investment trusts, regulated investment companies, stockholders who hold shares of GSE common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, stockholders who will hold (actually or constructively) an equity interest in the Company immediately after the Merger, stockholders who own or have owned (directly, indirectly or constructively) five percent (5%) or more of Company’s GSE common stock (by vote or value); stockholders who hold their GSE common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the U.S.; stockholders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of GSE common stock being taken into account in a “applicable financial statement” (as defined in the Code); stockholders who are controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax; and stockholders who acquired their shares of GSE common stock through the exercise of employee stock options or other compensation arrangements. This discussion also does not address the U.S. federal income tax consequences to (i) holders of options, restricted stock units (including specifically Company RSUs or Company PSUs) or other equity securities or (ii) holders of shares of GSE common stock who exercise appraisal rights in connection with the Merger under the DGCL.

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If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of GSE common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of GSE common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX PLANNING. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX, THE UNEARNED INCOME MEDICARE CONTRIBUTION TAX, QUALIFIED SMALL BUSINESS STOCK, AND FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of GSE common stock that is for U.S. federal income tax purposes:

(i)	an individual who is (or is treated as) a citizen or resident of the U.S.;

(ii)	a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia;

(iii)

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

(iv)	a trust (1) that is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons as defined in Section 7701(a)(30) of the Code; or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of GSE common stock that is, for U.S. federal income tax purposes, (i) a foreign corporation, (ii) a nonresident alien individual, or (iii) a foreign estate or trust that in each case is not subject to U.S. federal income tax on a net-income basis on income or gain from GSE common stock.

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for shares of GSE common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are generally taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of GSE common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of GSE common stock.

Non-U.S. Holders

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

(i)

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the U.S.), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. Holders, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of thirty percent (30%) (or a lower rate under an applicable income tax treaty); or

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(ii)

such Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the Merger, and certain other requirements are met, in which case such gain will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate under an applicable income tax treaty), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder if the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of twenty-four percent (24%)) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such stockholder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such stockholder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. FATCA withholding currently applies to payments of dividends. The Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of thirty percent (30%) applicable to the gross proceeds of a sale or other disposition of our GSE common stock. In its preamble to such proposed regulations, the Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Stockholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of GSE common stock pursuant to the Merger.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Regulatory Clearances

Delisting and Deregistration of GSE common stock

If the Merger is completed, the GSE common stock will be delisted from NASDAQ and deregistered under the Exchange Act.

The GSE Board unanimously recommends that the stockholders of GSE vote “FOR” the Merger Proposal.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by GSE, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules thereto. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between GSE, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of GSE, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of GSE, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedules to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and Merger Agreement is attached to this proxy statement as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding GSE, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding GSE and its business.

Additional information about GSE may be found elsewhere in this proxy statement and GSE’s other public filings. See the section entitled “Where You Can Find Additional Information.”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the Effective Time, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease. The Company will be the surviving corporation in the Merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of Parent. The certificate of incorporation of the Company that is in effect immediately before the Effective Time will be amended and restated as of the Effective Time to be in a form mutually acceptable to the parties, and as so amended will become the certificate of incorporation of the surviving corporation. At the Effective Time, the bylaws of the Company as in effect immediately prior to the Effective Time will be amended and restated in a form acceptable to Parent, and as so amended will become the bylaws of the surviving corporation.

Parent and the Company will take all actions necessary for the individuals holding positions as directors of the Company immediately prior to the Effective Time to be appointed as the initial directors of the surviving corporation and for the individuals specified by Parent prior to the Effective Time to be appointed as the initial officers of the surviving corporation.

When the Merger Becomes Effective

The closing of the Merger will take place on the third business day following the day on which the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions),

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unless otherwise mutually agreed in writing between the Company and Parent. For purposes of the Merger Agreement, “business day” refers to any day, other than a Saturday or Sunday or any other day on which commercial banks in the City of Houston, Texas are authorized or required by applicable law to be closed for business.

On the closing date, the Company and Parent will file a certificate of merger with the Secretary of State of the State of Delaware. The Merger will become effective at the time when the certificate of merger has been duly filed with and accepted by the Secretary of State of the State of Delaware, or at such later time as may be agreed by the parties in writing and specified in the certificate of merger.

We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent, Merger Sub and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the requisite stockholder approval of the Merger Agreement is obtained, the GSE Board will not have the right to terminate the Merger Agreement in order to accept any alternative acquisition proposal. We expect to complete the Merger promptly after the requisite stockholder approval of the Merger Agreement is obtained.

Effect of the Merger on the GSE common stock; Merger Consideration

At the Effective Time, each issued and outstanding share of GSE common stock (other than shares owned by the Company, Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub or by stockholders of the Company who have neither voted in favor of the Merger nor consented to the Merger in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such shares of GSE common stock in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.10 per share (the “Merger Consideration”), and subject to applicable tax withholdings.

At the Effective Time, each holder of dissenting shares will be entitled to only such rights as are granted to a holder of dissenting shares pursuant to Section 262 of the DGCL. If any such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such dissenting shares will be treated as if they had never been dissenting shares and instead had been converted at the Effective Time into the right to receive the Merger Consideration.

At the Effective Time, each unit of Merger Sub issued and outstanding immediately prior to the Effective Time, shall automatically be converted into one (1) validly issued, fully paid and nonassessable share of GSE common stock, par value $0.01 per share, of the surviving corporation and shall constitute the only outstanding shares of capital stock of the surviving corporation.

Payment for GSE common stock in the Merger

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with a paying agent cash sufficient to pay the aggregate Merger Consideration (other than in respect of excluded shares and dissenting shares).

Promptly (and no later than the third business day) after the Effective Time, Parent will instruct the paying agent to mail to each holder of a Company stock certificate whose shares were converted into the right to receive Merger Consideration the following: (a) a letter of transmittal in form mutually acceptable to the parties and (b) instructions for instructions for effecting the surrender of certificates or book-entry shares to the paying agent in exchange for payment of the Merger Consideration. Upon surrender to the paying agent of certificates or book-entry shares, as applicable, together with, in the case of share certificates, the letter of transmittal, duly completed and validly executed, or, in the case of book-entry shares, receipt of an “agent’s message” by the paying agent, and such other documents as may be reasonably required, the holder of such certificates or book-entry shares will be entitled to receive payment of the Merger Consideration which the holder is entitled to pursuant to the Merger Agreement (after giving effect to any required tax withholding).

Treatment of Company Equity Awards

Company Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units (“PRSUs”)

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defined performance criteria provided that the employee continues to be employed by the Company (“PSUs”). None of the Company’s outstanding RSU or PRSUs granted pursuant to the Company’s Long-Term Incentive Plan (as amended and restated) (the “LTIP”) will be continued or replaced in connection with the Merger. At the Effective Time:

•

each then-outstanding RSU, whether vested or unvested, will automatically become fully vested and be canceled and converted automatically into the right of the holder to receive a cash payment (without interest and subject to applicable tax withholdings) equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares GSE common stock subject to such RSU as of immediately prior to the Effective Time;

•

each then-outstanding PRSU granted under the LTIP for which the applicable performance period HAS ended at or prior to the Effective Time (each, a “Vested PSU”) will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest and subject to applicable tax withholdings), if any, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such Vested PSU earned based on actual performance during the applicable performance period; and

•

each then-outstanding PRSU granted under the LTIP for which the applicable performance period has not ended prior to the Effective Time, will be cancelled and converted automatically into the right of the holder to receive a cash payment (without interest and subject to applicable tax withholdings), if any, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of GSE common stock subject to such PSU earned based on actual performance achieved as of immediately prior to the Effective Time.

Pursuant to the terms of the Merger Agreement, the Company does not believe that any PRSUs will vest and receive Merger Consideration. The Company believes that 22,857 RSUs will either vest prior to the closing of the Merger or be accelerated and vest upon the closing of the Merger and result in the payment of Merger Consideration to the holders thereof. If the Merger closes on or before December 31, 2024, Mr. Khanna will forfeit 95,000 RSUs.

Company Warrants

With respect to that certain GSE common stock Purchase Warrant No. 1 issued by the Company to Lind Global Fund II LP (“Lind Global”) dated February 23, 2022 (the “First Warrant”), if the First Warrant is outstanding immediately prior to the Effective Time (whether or not such First Warrant is then exercisable), Lind Global will receive, in accordance with the terms of the First Warrant, a payment in cash of an amount equal to the product of (i) the total number of shares of GSE common stock subject to the First Warrant, and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of GSE common stock subject to the First Warrant. Based upon the terms of the Merger Agreement, the Company believes that the foregoing payment will be zero dollars. The First Warrant will then be cancelled.

With respect to that certain GSE common stock Purchase Warrant issued by the Company to Lind Global and dated June 23, 2023 (the “Second Warrant”), if the Second Warrant is outstanding immediately prior to the Effective Time (whether or not such Second Warrant is then exercisable), Lind Global will receive a cash payment, either (i) in accordance with the terms of the Second Warrant, in an amount equal to the product of (x) the total number of shares of GSE common stock subject to the Second Warrant, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of GSE common stock subject to the Second Warrant, or (ii) in an amount calculated in accordance with the terms of the Second Warrant if Lind Global exercises its option (the “Repurchase Option”) under the terms of the Second Warrant to require the Company to purchase the Second Warrant for cash (which such option is exercisable at any time concurrently with or within thirty (30) days of the closing of the Merger). The Second Warrant will be cancelled immediately upon the issuance of such payment. The Company believes that Lind Global will exercise its repurchase option in connection with the Second Warrant and the Company estimates that it will be obligated to pay approximately $1,180,000 to Lind Global in connection with the exercise of that Repurchase Option.

Representations and Warranties

The Merger Agreement contains representations and warranties made by the Company to Parent and Merger Sub and by Parent and Merger Sub to the Company. Certain of the representations and warranties in the Merger Agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be

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inaccurate or incorrect unless their failure to be true or correct (a) is material or (b) would result in a material adverse effect on the party making such representation or warranty). In addition, certain of the representations and warranties in the Merger Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain individuals from the party making the representation (who are specified in qualifying the “knowledge” of such party for purposes of the Merger Agreement) did not have actual knowledge after reasonable due inquiry of their respective direct reports. Furthermore, each of the Company’s representations and warranties is subject to the qualifications set forth on the disclosure letter delivered by the Company to Parent in connection with the Merger Agreement (the “Disclosure Letter”) and in certain of the Company’s public filings with the SEC.

In the Merger Agreement, the Company made representations and warranties to Parent and Merger Sub as to, among other things:

•	organization, good standing, authority and qualification to conduct its business and that of its subsidiaries;

•	organizational documents;

•	capitalization;

•	corporate authority and power with respect to the execution, delivery and performance of the Merger Agreement;

•	the consent of and filings with governmental entities needed in connection with the Company’s execution, delivery and performance of the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

•

the absence of violations of, or conflicts with, the Company’s or its subsidiaries’ organizational documents, applicable law and certain contracts as a result of the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

•	information supplied by the Company in connection with the proxy statement issued in connection with the Special Meeting;

•	the proper filing of reports with the SEC since August 8, 2019 (including the accuracy of the information contained in those reports) and the compliance with applicable listing and corporate governance rules and regulations of NASDAQ;

•	the compliance with GAAP with respect to financial statements included in or incorporated by reference in its SEC filings;

•	certain disclosure controls and procedures and internal controls over financial reporting;

•	the absence of certain undisclosed liabilities or “off balance sheet arrangements”;

•	conduct of business in the ordinary course since January 1, 2024, and the absence of any event that has had or would be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Company since January 1, 2024;

•	absence of certain litigation and governmental orders;

•	compliance with certain laws and regulations (including possession of, and compliance with, licenses required to conduct the Company’s business);

•	intellectual property, data and information security and data privacy;

•	labor and employment matters affecting the Company or its subsidiaries, including the Company’s benefit plans;

•	environmental matters;

•	real and personal property;

•	tax matters;

•	certain material contracts;

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•	transactions with Company affiliates;

•	insurance matters;

•	material customer and suppliers;

•	government contracts and associated regulatory matters;

•	brokers and finders;

•	the opinion of the Company’s financial advisor (Ankura); and

•	the absence of other representations and warranties by the Company.

In the Merger Agreement, Parent and Merger Sub made representations and warranties to the Company as to, among other things:

•	organization, good standing, authority and qualification to conduct its business;

•	capitalization;

•	corporate authority and power with respect to the execution, delivery and performance of the Merger Agreement;

•	the consent of and filings with governmental entities needed in connection with Parent’s and Merger Sub’s respective execution, delivery and performance of the Merger Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

•

the absence of violations of, or conflicts with, Parent’s or its Merger Sub’s respective organizational documents, applicable law and certain contracts as a result of the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement;

•	information supplied by Parent and Merger Sub in connection with the proxy statement issued in connection with the Special Meeting;

•	absence of certain litigation and governmental orders;

•	the availability of sufficient funds to make all payments contemplated by the Merger Agreement and pay all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement that are payable by Parent or Merger Sub;

•	Parent’s ownership of GSE common stock;

•	Absence of foreign control or ownership in Parent;

•	Brokers and finders;

•	Independent investigation and non-reliance;

•	the absence of other representations and warranties by Parent and Merger Sub.

For purposes of the Merger Agreement, a “material adverse effect” as to the Company means any event, change, effect, development, state of facts, condition (financial or otherwise), circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances ‎and occurrences (a) would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of the Company to consummate the Merger and the other Transactions or (b) is, or would reasonably be expected to be, materially adverse to the business, results of operations, properties, assets, liabilities, operations or financial condition of the Company and its subsidiaries, taken as a whole. However, no change, effect, event, occurrence or development to the extent resulting from the following will constitute or be taken into account in determining whether there is a material adverse effect that results or arises from or relates to:

•	any changes or developments in general United States or global economic conditions;

•	any changes or developments in the general conditions of the industries in which the Company and/or its subsidiaries operate;

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•

any decline in the market price or trading volume of the GSE common stock, in and of itself (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances and occurrences giving rise to or contributing to such decline may be deemed to constitute, or be taken into account in determining whether there has been, a material adverse effect);

•

any failure by the Company to meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the underlying events, changes, effects, developments, states of facts, conditions, circumstances, and occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been, a material adverse effect);

•	the execution and delivery of this Agreement or the public announcement or pendency of the transactions contemplated by the Merger Agreement or transaction litigation;

•	any action taken expressly required by the Merger Agreement;

•	any change in applicable Law or GAAP (or authoritative interpretations thereof) after August 8, 2024;

•	the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism; or

•	earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or natural disasters, pandemics, epidemics, or other widespread health crises or weather conditions.

However, with respect to the matters described in the foregoing first, second, sixth, seventh and eighth bullet points above, such change, effect, occurrence or development may be taken into account to the extent that it has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other companies operating in the industries in which the Company and its subsidiaries conduct business, in which case only the incremental disproportionate adverse effect may be taken into account in determining whether or not there has been a material adverse effect.

For purposes of the Merger Agreement, a “material adverse effect” as to Parent or Merger Sub means any event, change, effect, development, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with all other events, changes, effects, developments, states of facts, conditions, circumstances and ‎occurrences, would, or would reasonably be expected to, prevent, materially delay, or materially impede the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement.

None of the representations and warranties set forth in either the Merger Agreement or in any schedule, instrument, or other document delivered pursuant to the Merger Agreement or otherwise in connection with the transactions contemplated by the Merger Agreement shall survive the Effective Time.

Conduct of Business Pending the Merger

The Merger Agreement provides that, after August 8, 2024 and prior to the closing of the Merger, except as expressly permitted or required by the Merger Agreement, with the prior written approval of Parent, or as expressly set forth in the Disclosure Letter, the Company will, and will cause its subsidiaries to, conduct their businesses in all material respects in the ordinary course of business consistent with past practice and to use its and their reasonable efforts to preserve their present business organizations, operations, goodwill and assets intact, maintain all necessary and material business licenses and permits, maintain its and their relationships with employees, customers, customers, suppliers and other persons with whom the Company and its subsidiaries have significant relationships, and keep and maintain the records of the Company and its subsidiaries in the ordinary course consistent with ‎past practice. Additionally, the Company will not, and will not permits its subsidiaries to:

•	adopt any amendments to the Company’s or its subsidiaries’ respective organizational documents;

•	make any stockholder dividend or other distribution;

•	merge or consolidate the Company or any of its subsidiaries with any other person, liquidate, dissolve, wind-up or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries;

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•	make any acquisition of (whether by merger, consolidation, acquisition of stock, acquisition ‎of all or substantially all of the assets, formation of a joint venture or otherwise), or make any ‎investment in any interest in, any person except in the ordinary course of business;‎

•

sell, lease, license, encumber, subject to a lien or otherwise surrender, relinquish, dispose of, transfer, swap, exchange, abandon, allow to lapse or expire any assets or property of the Company or any of its subsidiaries, other than (i) disposals of assets or properties in the ordinary course of business consistent with past practice having a fair market value in an amount not in excess of $100,000 in the aggregate or (ii) disposals of any assets or property between or among the Company and its subsidiaries;

•

issue, sell, grant, pledge or otherwise encumber any shares of its capital stock or other securities (including any options, warrants, RSUs, PSUs or any similar security exercisable for, or convertible into, such capital stock or other security) or enter into any amendment of any term of any of its outstanding securities, (ii) adjust, split, reverse split, combine or reclassify any shares of capital stock or any other equity interests of the Company or any Company subsidiaries or (iii) purchase or redeem any shares of capital stock or any other equity interests of the Company or any Company subsidiaries or any rights, warrants or options to acquire any such shares or interests;

•

incur, guarantee, endorse or assume or otherwise become liable for (whether directly, contingently or otherwise)‎ any indebtedness, enter into financial swaps, futures or options involving an interest rate, foreign exchange or commodity or issue or sell ‎any debt securities or any rights to acquire any debt securities, ‎or make any loans, advances or capital contributions to, or investments in, any person;

•	enter into, amend or modify any collective bargaining agreement or other agreement with a labor union, works council or similar organization;

•

except as required pursuant to the terms of any of the Company’s benefit plans in effect as of August 8, 2024, or as otherwise required by applicable law, (A) grant or provide, or commit to grant or provide, any bonuses, incentive compensation, severance or termination payments or transaction or change of control bonuses or benefits to any current or former director, officer, employee, consultant or independent contractor of the Company or its subsidiaries, (B) increase the compensation or benefits of any (x) current or former director or officer of the Company or its subsidiaries, or (y) employee, consultant or independent contractor of the Company or its subsidiaries, (C) establish, adopt, terminate, supplement or amend any of the Company’s benefit plans, (D) amend the terms of any outstanding RSUs or PSUs or other Company equity or equity-based awards, (E) take any action to accelerate the vesting or payment under any of the Company’s benefit plans, (F) change any actuarial or other assumptions used to calculate funding obligations with respect to any of the Company’s benefit plans or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by U.S. GAAP, (G) forgive or grant any loans to directors, officers, employees, consultants, or independent contractors of the Company or any of its subsidiaries, or (H) hire or terminate (other than for cause) any (x) director or officer of the Company or any of its subsidiary or (y) any employee, consultant or independent contractor of the Company or any of its subsidiaries, other than employees, consultants or independent contractors hired in the ordinary course of business with an annual base salary or fee that is no greater than $150,000;

•	materially change any historical working capital practice, including ‎accelerating any ‎collections of cash or accounts receivables or deferring or delaying ‎accounts payable;‎

•	change any method of accounting or accounting principles or practices followed by the Company or any of its subsidiaries, except for any such change required by a change in U.S. GAAP or applicable law;

•

make, change or revoke any tax election, change any material method of tax accounting, change any tax accounting period, file any material amended tax return, settle or compromise any proceeding or audit relating to taxes; enter into any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law) with respect to any amount of tax, surrender or allow to expire any claim for a refund of a material amount of taxes, or consent to any extension or waiver of any limitation period with respect to any material claim or assessment for taxes;

•	settle, release, waive or compromise any existing or pending legal proceeding, unless such settlement, release, waiver or compromise (i) involves solely monetary payments that do not exceed ‎‎$100,000, (ii) does

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not impose any material ‎restriction on the business of the Company or any of its subsidiaries, (iii) does not involve an admission of guilt or liability by ‎the Company or any of its subsidiaries, (iv) does not relate to any litigation by the Company’s stockholders in connection with ‎the Merger Agreement or the transactions contemplated by the Merger Agreement, and (v) is not with respect to a proceeding in which a governmental entity is adverse to the ‎Company or any of its subsidiaries;

•

disclose or permit to disclose any trade secrets or confidential information of the Company or any of its subsidiaries to any person, other ‎than in the ordinary course of business consistent with past practice to persons who are under a contractual obligation to maintain the confidentiality of ‎such information;‎

•	terminate, modify in any material respect, cancel or fail to renew, other than in the ordinary course of business, any material Company insurance policy without replacing such coverage with a comparable amount of insurance coverage to the extent available on commercially reasonable terms;

•	terminate, suspend, fail to renew or allow to lapse any of the Company’s or any of its subsidiaries’ material permits or amend any material permit;

•	enter into any new material contracts;

•	enter into any new line of business;‎

•	enter into, amend or modify the terms of any Company affiliate contract or any contract with any person covered under Item 404 of Regulation S-K under the Securities Act or make any payment to any person covered under Item 404 of Regulation S-K under the Securities Act;

•	cancel any material indebtedness or material claim or waive any material claim or rights of the Company or any of its subsidiaries;

•	make or authorize any new capital expenditures; or

•	agree or commit to do any of the foregoing.

Takeover Proposals; No Solicitation

•	solicit, initiate, or knowingly encourage, or take any other action designed to facilitate, any expression of interest, inquiry or the making of any offer or proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal;

•

•	enter into, continue, encourage or otherwise participate or engage in any discussions or negotiations regarding any Takeover Proposal;

•	(a) provide or afford access to its properties, assets, books and records, personnel, or (b) furnish to any person any material non-public information in connection with, or relating to, any Takeover Proposal, or the making thereof, or any inquiry or proposal with respect thereto;

•	approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any proposal that constitutes a Takeover Proposal;

•

•	authorize, agree or commit to do any of the foregoing.

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For purposes of the Merger Agreement, a “Takeover Proposal” means any inquiry, proposal, or offer from any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent and its subsidiaries or affiliates) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, of 15% or more of the consolidated assets (including equity interests in the Company’s subsidiaries) of the Company, or 15% or more of any class of equity securities of the Company, (b) any tender offer or exchange offer that if consummated would result in any person or “group” beneficially owning 15% or more of any class of equity securities of the Company, and (c) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction, or series of related transactions, involving the Company or any of its subsidiaries pursuant to which such person (or its stockholders) or “group” would own 15% or more of the consolidated assets of the Company or 15% or more of any class of equity securities of the Company or of any resulting parent company of the Company.

Receipt of Takeover Proposals

Notwithstanding certain provisions of the Merger Agreement described above, if, prior to receipt of the requisite stockholder approval of the Merger Agreement, the Company receives a written, unsolicited, bona fide Takeover Proposal that did not arise from a material breach of the Company’s non-solicitation obligations under the Merger Agreement, and the GSE Board determines in good faith, after consultation with outside legal counsel and financial advisors, based on information then available, that (1) such Takeover Proposal either constitutes a Superior Proposal (as defined below) or is reasonably expected to lead to a Superior Proposal, and (2) a failure to take action with respect to such Takeover Proposal would be inconsistent with its fiduciary duties to the Company and its stockholders under applicable law, then the Company may, in response to such Takeover Proposal, (A) furnish information with respect to the Company to the party making such Takeover Proposal pursuant to a confidentiality agreement, and (B) engage in discussions or negotiations with such party regarding such Takeover Proposal or Superior Proposal.

For purposes of the Merger Agreement, “Superior Proposal” means a bona fide written Takeover Proposal from any Person (other than Parent and its subsidiaries or affiliates) that was not solicited in violation of the Merger Agreement for a direct or indirect acquisition or purchase of 50% or more of the consolidated assets (including equity interests in the Company’s subsidiaries) of the Company, or 50% or more of any class of equity securities or voting power of the Company, any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of any class of equity securities or voting power of the Company, or any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its subsidiaries pursuant to which such person (or its stockholders) would own 50% or more of the consolidated assets of the Company or 50% or more of any class of equity securities of the Company or of any resulting parent company of the Company, (A) which is reasonably capable of being completed within a reasonable period of time on the terms set forth in such proposal, taking into account all financial, legal, regulatory, and other aspects thereof that the GSE Board in good faith deems relevant, (B) for which the third party has demonstrated that the financing for such offer is fully committed or is reasonably likely to be obtained, in each case as determined by the GSE Board in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel), and (C) which the GSE Board has determined in its good faith judgment would, if consummated, result in a transaction more favorable to its stockholders from a financial point of view than the transactions contemplated by the Merger Agreement after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal, the transactions contemplated hereby, and after taking into account any changes to the terms of the Merger Agreement offered in writing by Parent in response to such Superior Proposal.

Adverse Recommendation Change; Alternative Transaction Agreement

The GSE Board has unanimously recommended that the Company’s stockholders vote “FOR” the Merger Proposal. The Merger Agreement permits the GSE Board to effect an Adverse Recommendation Change (as defined below) only in certain limited circumstances, as described below.

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Except as expressly permitted by the Merger Agreement, the GSE Board shall not:

•	withhold, withdraw, or modify or qualify, or propose publicly to withhold, withdraw, or modify or qualify its recommendation to the Company’s stockholders vote “FOR” the Merger Proposal (the “Company Recommendation”);

•	take any other action or make any other statement in connection with the transactions contemplated by the Merger Agreement inconsistent with the Company Recommendation;

•	approve, determine to be advisable, or recommend, or propose publicly to approve, determine to be advisable, or recommend, any Takeover Proposal;

•

take any formal action or make any recommendation in connection with a tender or exchange offer, other than a recommendation against such offer or a “stop, look and listen” communication by the GSE Board to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); or

•	fail to include the Company Recommendation in this proxy statement

(any of the actions in the forgoing five bullets above, being referred to as an “Adverse Recommendation Change” in the Merger Agreement).

Additionally, the GSE Board cannot adopt or approve, or publicly propose to adopt or approve, cause, authorize or allow the Company or its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, other agreement relating to any Takeover Proposal or other similar agreement, arrangement or understanding (each, an “Alternative Transaction Agreement”) (a) constituting or that could reasonably be expected to lead to or otherwise relates to any Takeover Proposal or (b) requiring it to abandon, terminate or fail to consummate the Merger and the other transactions contemplated by the Merger Agreement.

However, prior to receipt of the requisite Company stockholder approval of the Merger Agreement, the GSE Board may effect an Adverse Recommendation Change and terminate the Merger Agreement in order to enter into a binding agreement for a Superior Proposal if it pays to Parent a termination fee of $600,000 and:

•	a written, unsolicited, bona-fide Takeover Proposal is or has been made to the Company by a third party that was not related to or arising from a breach by the Company of its non-solicitation obligations, and such Takeover Proposal is not withdrawn;

•	the GSE Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Takeover Proposal constitutes a Superior Proposal;

•	the GSE Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make an Adverse Recommendation Change or terminate the Merger Agreement would be inconsistent with its fiduciary duties to the Company and its stockholders;

•	the GSE Board provides Parent at least five business days’ prior written notice of its intention to make an Adverse Recommendation Change;

•	during the five business days following such written notice, the GSE Board and its representatives have negotiated in good faith with Parent regarding any revisions to the terms of the transactions contemplated by the Merger Agreement proposed by Parent in response to such Superior Proposal; and

•

at the end of the five business day period described in the foregoing bullet, the GSE Board determines in good faith, after consultation with the Company’s (x) outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of the Merger Agreement proposed in writing by Parent), that the Takeover Proposal continues to be a Superior Proposal and (y) outside legal counsel, that the failure to make such Adverse Recommendation Change or terminate this Agreement would be inconsistent with the exercise by the GSE Board of its fiduciary duties to the Company and its stockholders.

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The Merger Agreement does not prohibit the Company or the GSE Board from (a) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (b) making any disclosure to the stockholders of the Company that is required by applicable law, or (c) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

Employee Matters

The Merger Agreement provides that Parent shall provide, or cause the surviving corporation to:

•

provide, to each employee of the Company and its subsidiaries who remains employed by the surviving corporation and its subsidiaries (the “Continuing Employees”) an annual rate of salary or wages that is no less favorable than the annual rate of salary or wages, as applicable, provided to such employee by the Company and its subsidiaries as of immediately prior to the Effective Time;

•	honor certain active employment agreements with Continuing Employees;

•

waive all limitations as to any pre-existing condition or waiting periods in its applicable welfare plans with respect to participation and coverage requirements applicable to each Continuing Employee under any welfare plans that such employees may be eligible to participate in after the Effective Time to the extent such limitation would have been waived or satisfied under the applicable welfare plan in which such Continuing ‎Employee participated immediately prior to the Effective Time, and shall credit each Continuing Employee for any copayments, deductibles, offsets, or similar payments made under any employee benefit plan of the Company or its subsidiaries during the plan year which includes the Closing Date for purposes of satisfying any applicable copayment, deductible, offset, or similar requirements under the comparable plans of Parent, surviving corporation, or any of their respective subsidiaries; and

•

give Continuing Employees full credit for purposes of eligibility, vesting, and determination of level of benefits under any employee benefit and compensation plans or arrangements maintained by Parent or an applicable Parent subsidiary that such employees may be eligible to participate in after the Effective Time for such Continuing Employees’ service with the Company or any of its subsidiaries to the same extent that such service was credited for purposes of any comparable employee benefit plan immediately prior to the Effective Time; provided that doing so does not result in the duplication of benefits or to benefit accruals under any severance, post-retirement or other post-employment health, life or welfare benefits or pension plan.

Financing

The Merger is not subject to any financing contingency. Simultaneously with the execution of the Merger Agreement, Pelican Energy Partners Base Zero LP and Pelican Energy Partners Base Zero (Parallel) entered into an equity commitment letter with Parent obligating the foregoing Pelican parties to fund the Merger Consideration to Parent required by the Merger Agreement (the “Financing”). The Company is a third party beneficiary of the forgoing equity commitment letter. Pursuant to the Merger Agreement, Parent must use its commercially reasonable efforts to take all actions necessary or advisable to consummate and obtain the Financing on the terms and subject to the conditions described in the equity commitment letter. Parent cannot amend, modify or waive of any provisions under the equity commitment letter without the prior written consent of the Company if such amendment, modification, or waiver (a) reduces the aggregate amount of the Financing to an amount below the amount required to consummate the transactions contemplated by the Merger Agreement, (b) imposes additional conditions or any contingencies or otherwise expands upon, amends, or otherwise modifies any of the conditions to the receipt of any portion of the Financing in a manner that would or would reasonably be expected to make any portion of the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to be obtained, or (c) materially adversely impacts the ability of Parent to consummate the transactions contemplated by the Merger Agreement.

Other Covenants and Agreements

The Merger Agreement also contains additional covenants, including covenants relating to (1) the filing of this proxy statement, (2) the delisting and deregistration of the GSE common stock, (3) public announcements with respect to the transactions contemplated by the Merger Agreement, (4) other actions related to takeover statutes and

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reporting requirements under Section 16 of the Exchange Act, (5) Parent’s access to information of the Company and its subsidiaries prior to the closing of the Merger, and (6) handling of litigation brought or threatened by the Company’s stockholder prior to the Effective Date in connection with the Merger and the transactions contemplated by the Merger Agreement.

Parent will obtain a buyer-side representations and warranties insurance policy (the “R&W Policy”) to be bound as of the closing of the Merger. The Company must, and must cause its subsidiaries to, use ‎commercially reasonable efforts to cooperate with Parent’s efforts to obtain the R&W Policy with respect to the transactions contemplated by the Merger Agreement and must not take, or omit to take, any actions that would, or would reasonably be expected to have a material adverse impact on Parent’s ability to obtain the R&W Policy. ‎Following the closing, Parent must not amend the R&W Policy in any manner that would reasonably be expected to result in a materially adverse impact on the Company in connection with any amendment to the subrogation provisions therein without the prior written consent of the Company.

At the Effective Time, Parent is obligated to pay or cause the Company to retain (i) certain indebtedness, including but not limited to, the Parent Note, various legal expenses over 120 days and the remaining amounts due with respect to third party legal settlements; and (ii) transaction expenses of the Company including a success fee of $2,000,000 that will be owed to Baird, legal fees, the cost of a six-year tail with respect to the Company’s directors and officers insurance and certain other transaction expenses.

Conditions to the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the closing of the following conditions:

•

•	the adoption of the Merger Agreement by holders of a majority of all outstanding shares of GSE common stock entitled to vote on such matter at the Special Meeting.

The Company’s obligation to complete the Merger is subject to the satisfaction or waiver by the Company at or prior to the closing of the following conditions:

•

the truth and accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of August 8, 2024, and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), generally subject to a “material adverse effect” or other qualification provided in the Merger Agreement;

•	the performance by each of Parent and Merger Sub in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date; and

•	the receipt by the Company at closing of a certificate signed on behalf of Parent and Merger Sub certifying that conditions set forth in the two preceding bullet points are satisfied.

The respective obligations of Parent and Merger Sub to complete the Merger are subject to the satisfaction or waiver by the Parent at or prior to the closing of the following additional conditions:

•	the truth and accuracy of specified representations and warranties of the Company contained in the Merger Agreement as of August 8, 2024, and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

•

the truth and accuracy of all other representations and warranties of the Company contained in the Merger Agreement as of August 8, 2024, and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), generally subject to a “material adverse effect” or other qualification provided in the Merger Agreement;

•	the performance by the Company in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date;

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•	the receipt or filing of certain specified consents, clearances, permits, amendments, notices, approvals or authorizations with or from a third party shall have been made, obtained or given in connection with the Merger and any applicable waiting periods shall have expired;

•	there not having occurred and there not being continuing any change, effect, event, occurrence or development that has had a “material adverse effect” as to the Company;

•	the receipt by Parent of a certificate signed on behalf of the Company certifying that conditions set forth in the five preceding bullet points are satisfied; and

•	the receipt by Parent of payoff letters with respect to the Company’s indebtedness and transaction expenses in connection with the Merger and other customary closing deliverables.

Termination

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time in the following circumstances:

•	by the mutual written consent of Parent and the Company;

•	by either Parent or the Company, if:

○

a governmental entity of competent jurisdiction has issued an order permanently restraining, enjoining, or otherwise prohibiting or making illegal the Merger and such order shall have become final and non-appealable (provided, that the right to terminate the Merger Agreement pursuant to this bullet will not be available to any party that has breached in any material respect its obligations under the Merger Agreement in any manner that was the proximate cause of a governmental entity issuing such an order);

○

○	if the requisite stockholder approval of the Merger Agreement is not obtained at the Special Meeting or any adjournment or postponement thereof;

•	by the Company, if:

○

prior to the time the requisite stockholder approval of the Merger Agreement is obtained and for so long as the Company is in compliance with its non-solicitation obligations under the Merger Agreement, the Company terminates the Merger Agreement in connection with entering into an Alternative Transaction Agreement providing for a Superior Proposal in accordance with the terms described in the section entitled “The Merger Agreement — Adverse Recommendation Change; Alternative Transaction Agreement” and, concurrently with the termination, GSE pays to Parent the Company Termination Fee (as defined below); or

○

Parent or Merger Sub has materially breached or failed to perform any of its representations, warranties, or covenants which (a) would result in a failure of a condition precedent to the Company’s obligation to complete the Merger and (b) is not curable by Parent by the outside date or, if curable, is not cured by Parent within thirty calendar days following receipt of written notice from the Company of such breach or failure to perform;

•	by Parent, if:

○	prior to the time the requisite stockholder approval of the Merger Agreement is obtained, (a) the GSE Board effects an Adverse Recommendation Change or (b) the Company pursues or agrees to pursue a definitive agreement with respect to a Superior Proposal; or

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○

the Company has materially breached or failed to perform any of its representations, warranties, or covenants which (a) would result in a failure of a condition precedent to Parent’s obligation to complete the Merger and (b) is not curable by the Company by the outside date or, if curable, is not cured by the Company within thirty calendar days following receipt of written notice from the Company of such breach or failure to perform.

The Company will be required to pay Parent a termination fee in an amount equal to $600,000.00 (the “Company Termination Fee”) in the following circumstances:

•	if Parent terminates the Merger Agreement under specified circumstances where the GSE Board has made an Adverse Recommendation Change or where the Company pursues or agrees to pursue a definitive agreement with respect to a Superior Proposal;

•	if the Company terminates the Merger Agreement in order to enter into an Alternative Transaction Agreement providing for a Superior Proposal in accordance with the terms described in the section entitled “The Merger Agreement — Takeover Proposals; No Solicitation”; or

•

if prior to the Effective Time, (a) a Takeover Proposal has been publicly disclosed or announced by any person (other than Parent) (a “Company Takeover Proposal”); (b) a Takeover Proposal remains outstanding and at such time: (i) the Merger Agreement is terminated because the Merger had not occurred by the outside date, (ii) the requisite Company stockholder approval of the Merger Agreement is not obtained at the Special Meeting or at any postponement or adjournment thereof, or (iii) the Company has breached any of its representations, warranties, or covenants which would result in a failure of a condition precedent to Parent’s obligation to complete the Merger and is not cured or curable by the Company; and (c) within twelve months after the termination referred to in the preceding sub-clause (b), the Company enters into a definitive agreement with respect to the Takeover Proposal.

The Termination Fee is the sole and exclusive remedy of Parent and Merger Sub against the Company under the Merger Agreement, except in the event of fraud or a willful breach by the Company of its obligations under the Merger Agreement. However, in no event will the Company’s liability for monetary damages to Parent or Merger Sub arising under the Merger Agreement exceed $600,000.00 and in no event will the Company be obligated to pay the Company Termination Fee more than once.

In the event the Merger Agreement is terminated, the Merger Agreement will become void and have no effect and there shall not be any liability or obligation on the part of any party thereto, other than specific provisions of the Merger Agreement which survive such termination.

Amendment and Modification

Subject to the provisions of applicable law, at any time prior to the Effective Time, the Merger Agreement may be further amended, modified or waived if the amendment, modification or waiver is in writing and signed, in the case of an amendment or modification by the Company, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective. However, after the receipt of the requisite Company stockholder approval of the Merger, no amendment may be made which by applicable law requires further approval by the holders of GSE common stock without obtaining that further approval.

Jurisdiction; Specific Performance

Under the Merger Agreement, each of the parties has agreed that it will not bring any claim, action or proceeding against any other parties relating to the Merger Agreement or the transactions contemplated by the Merger Agreement in any court other than the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall not have subject matter jurisdiction over a particular matter, in which case, in any state or federal court within the State of Delaware).

Each of the parties has agreed that if for any reason any of the provisions of the Merger Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or damage would be caused for which money damages may not be an adequate remedy. Accordingly, in addition to any other available remedies a party may have in equity or at law, each party will be entitled to enforce specifically the terms and provisions of the Merger Agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation of the provisions of the Merger Agreement, including in each case Parent’s and Merger

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Sub’s obligation to effect the closing, on the terms of, and subject to the conditions set forth in, the Merger Agreement and in each case without necessity of posting a bond or other form of security.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION (PROPOSAL 2)

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, GSE is providing its stockholders with a separate advisory (non-binding) vote to approve certain compensation that may be paid or become payable to its named executive officers in connection with the Merger, as described in the table entitled “Quantification of Payments and Benefits to the Company’s Named Executive Officers” under “Vote on Adoption of Merger Agreement (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

The GSE Board unanimously recommends that the stockholders of GSE approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to GSE’s named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section entitled “Vote on Adoption of Merger Agreement (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits to the Company’s Named Executive Officers,” including the footnotes to the table and the related narrative discussion, is hereby APPROVED.”

The vote on the named executive officer Merger-related compensation proposal is a vote separate and apart from the vote on the proposal to approve and adopt the Merger Agreement. Accordingly, you may vote to approve and adopt the Merger Agreement and vote not to approve the named executive officer Merger-related compensation proposal and vice versa. Because the vote on the named executive officer Merger-related compensation proposal is advisory only, it will not be binding on either GSE or Parent. Accordingly, if the Merger Agreement is approved and adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of GSE stockholders.

The above resolution approving the Merger-related compensation of GSE’s named executive officers on an advisory basis requires the affirmative vote of a majority of the votes properly cast for and against with respect to this proposal.

The GSE Board unanimously recommends that the stockholders of GSE vote “FOR” the Compensation Proposal.

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VOTE ON ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING (PROPOSAL 3)

The Company’s stockholders are being asked to approve a proposal that will give the GSE Board authority to adjourn from time to time the Special Meeting, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve and adopt the Merger Agreement. If this adjournment proposal is approved, the Special Meeting could be adjourned on one or more occasions by the GSE Board to any date or dates. Pursuant to the Merger Agreement, GSE is permitted to postpone or adjourn the Special Meeting if there will be insufficient shares of GSE common stock represented to constitute a quorum necessary to conduct the business of the GSE stockholders’ meeting or to obtain the necessary approval of the Merger Agreement. GSE may also postpone or adjourn the Special Meeting to allow additional time for the filing and distribution of any amendment or supplement to this proxy statement which the GSE Board has determined in good faith, after consultation with outside legal counsel, is necessary under law, and will ensure that any such amendment or supplement to this proxy statement is provided to GSE stockholders for the amount of time required by law in advance of the GSE stockholders’ meeting. Any other postponement or adjournment would require the consent of Parent. Unless agreed in writing by Parent, the Special Meeting will not be postponed or adjourned by more than ten calendar days at a time or more than thirty calendar days after the date on which the Special Meeting was originally scheduled as set forth in this proxy statement.

If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the Merger Proposal but do not indicate a choice on the adjournment proposal, your shares of GSE common stock will be voted in favor of the adjournment proposal.

The Company does not anticipate calling a vote on this proposal if the Merger Proposal is approved by the requisite number of shares of GSE common stock at the Special Meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to approve and adopt the Merger Agreement. Accordingly, you may vote to approve the proposal to approve and adopt the Merger Agreement and vote not to approve the adjournment proposal and vice versa.

The GSE Board unanimously recommends that the stockholders of the Company vote “FOR” the Adjournment Proposal, if a vote on the Adjournment Proposal is called.

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APPRAISAL RIGHTS

If the Merger is consummated and certain conditions are met, GSE stockholders or beneficial owners who continuously hold or own, as applicable, their applicable shares of GSE common stock through the effective date of the Merger, who do not vote in favor of the Merger Proposal, who properly demand in writing an appraisal of their shares, who otherwise comply with the requirements of Section 262 of the DGCL (as in effect at the time of the parties’ entry into the Merger Agreement, “Section 262”), and who do not do not validly withdraw their demands or otherwise lose their appraisal rights, will be entitled to seek an appraisal by the Delaware Court of Chancery of the fair value of their shares and to receive the fair value of their shares of GSE common stock in cash as determined by the Delaware Court of Chancery. The following discussion is a summary of appraisal rights under Section 262 and is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, a copy of which is attached to this proxy statement as Annex C and is incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that GSE stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of GSE common stock unless otherwise expressly noted herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted herein.

Under Section 262, if the Merger is completed, GSE stockholders and beneficial owners holding or owning, as applicable, GSE common stock who: (i) deliver a written demand for appraisal of their shares to GSE prior to the taking of the vote on the Merger Proposal; (ii) do not vote in favor of the Merger Proposal; (iii) continuously hold of record (in the case of stockholders) or beneficially own (in the case of beneficial owners), as applicable, such shares through the effective date of the Merger; and (iv) otherwise comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions set forth in Section 262, may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of GSE common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value.” However, assuming shares of GSE common stock remain listed on a national securities exchange immediately before the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all GSE stockholders and beneficial owners otherwise entitled to appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of GSE common stock eligible for appraisal or (b) the value of the consideration provided in the Merger for such total number of shares entitled to appraisal exceeds $1 million (conditions (a) and (b), and the assumption that shares of GSE common stock remain listed on a national securities exchange immediately before the merger, are referred to in this summary as the “ownership thresholds”).

Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes GSE’s notice to GSE stockholders that appraisal rights are available in connection with the Merger, and attached hereto as Annex C is the full text of Section 262 as in effect at the time of the parties’ entry into the Merger Agreement, which is the version of Section 262 applicable to the exercise of appraisal rights in connection with the Merger. In connection with the Merger, any GSE stockholder or beneficial owner who wishes to exercise appraisal rights, or who wishes to preserve his, her or its right to do so, should review Section 262 carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A GSE stockholder or beneficial owner who loses his, her or its appraisal rights will be entitled to receive the merger consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of GSE common stock, GSE believes that GSE stockholders and beneficial owners considering exercising such rights should seek the advice of legal counsel.

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A GSE stockholder or beneficial owner wishing to exercise the right to seek an appraisal of that person’s shares of GSE common stock must do ALL of the following:

•	the person must not vote in favor of the Merger Proposal;

•	the person must deliver to GSE a written demand for appraisal of such person’s shares before the vote is taken on the Merger Proposal; and

•

the person must continuously hold or beneficially own, as applicable, the shares from the date of making the demand through the effective date of the Merger (if a stockholder or beneficial owner transfers the shares before the effective date of the Merger, such person will lose appraisal rights with respect to the shares so transferred).

Any person who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights or the surviving corporation may file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such persons within one hundred twenty (120) days after the effective date of the Merger. The surviving corporation is under no obligation to file any petition and has no intention of doing so.

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Making a Written Demand

Any GSE stockholder or beneficial owner wishing to exercise appraisal rights must deliver to GSE, before the vote is taken on the Merger Proposal, a written demand for the appraisal of the GSE stockholder’s or beneficial owner’s shares; provided that a demand may be delivered to GSE by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal. The person making the written demand must be a stockholder of record or a beneficial owner, as applicable, on the date the written demand for appraisal is made, and such person must continue to hold or beneficially own, respectively, the shares as to which such demand relates through the effective date of the Merger.

A person wishing to exercise appraisal rights must not vote or submit a proxy in favor of the Merger Proposal. In the case of a holder of record of GSE common stock, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the approval and adoption of the Merger Agreement, and it will constitute a waiver of the GSE stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a GSE stockholder who submits a proxy and who wishes to exercise appraisal rights must ensure that the proxy submitted contains instructions to vote against the approval and adoption of the Merger Agreement or abstain from voting on that proposal. In the case of a beneficial owner, brokers, banks and other nominees that hold shares of GSE common stock in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Proposal without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Merger Proposal, and does not revoke such instruction prior to the vote on the Merger Proposal, then such shares will be voted in favor of the approval and adoption of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal.

Therefore, a beneficial owner who wishes to exercise appraisal rights must either not provide any instructions to such person’s broker, bank or other nominee how to vote on the Merger Proposal or must instruct such broker, bank or other nominee to vote against the approval and adoption of the Merger Agreement or abstain from voting on such proposal.

Neither voting against the Merger Proposal nor abstaining from voting on such proposal (or, in the case of a beneficial owner, providing instructions to the record owner of the shares beneficially owned to vote against or to abstain from voting on such proposal) will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal. A GSE stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Proposal will constitute a waiver of appraisal rights.

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A demand for appraisal made by a GSE stockholder or beneficial owner must be executed by or on behalf of the holder of record or beneficial owner, as applicable, and must reasonably inform GSE of the identity of such stockholder or beneficial owner. In addition, in the case of a demand for appraisal made by a GSE beneficial owner, the demand must also reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s ownership of stock (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation under Section 262 and to be set forth on the verified list required by subsection (f) of Section 262 (discussed further below).

Whether made by a GSE stockholder or a beneficial owner, a written demand for appraisal must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are held of record or beneficially owned by more than one (1) person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all such joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two (2) or more joint stockholders or beneficial owners, as applicable, may execute a demand for appraisal on behalf of a holder of record or beneficial owner; however, the agent must identify the record holder or holders or beneficial owner or owners, respectively, and should expressly disclose that, in executing the demand, the agent is acting as agent for such record holder or holders or beneficial owner or owners, as applicable. If shares are held through a broker who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must identify the depository nominee as record holder. A record holder such as a broker, bank or other nominee who holds shares as a nominee for others may exercise appraisal rights on behalf of one or more beneficial owners with respect to the shares held for such beneficial owner or owners while not exercising such rights with respect to the shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of shares covered by such demand. Unless a demand for appraisal specifies a number of shares, such demand will be presumed to cover all shares held in the name of such record holder.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

GSE Systems, Inc.

6940 Columbia Gateway Drive, Suite 470

Columbia, Maryland 21046

Attention: Corporate Secretary

At any time within sixty (60) days after the effective date of the Merger, any GSE stockholder or beneficial owner who has delivered a written demand to GSE and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in respect of some or all of such person’s shares and accept the merger consideration offered pursuant to the Merger Agreement with respect to the shares subject to the withdrawal by delivering to GSE a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the effective date of the Merger will require written approval of the surviving corporation. An appraisal proceeding in the Delaware Court of Chancery will not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery under Section 262(j) of the DGCL (a “reservation”); provided, however, that this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal in respect of some or all of such person’s shares and to accept the merger consideration with respect to the shares subject to the withdrawal within sixty (60) days after the effective date of the Merger. Except with respect to any person who withdraws such person’s demand in accordance with the provisions of the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, the person will be entitled to receive only the appraised value determined in such appraisal proceeding, which value could be less than, equal to or more than the merger consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is consummated, within ten (10) days after the effective date of the Merger, the surviving corporation will notify each GSE stockholder who has properly made a written demand for appraisal pursuant to Section 262 and has not voted in favor of the merger, and any beneficial owner who has demanded appraisal in such person’s name pursuant to Section 262, that the Merger has become effective and the effective date thereof.

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Filing a Petition for Appraisal

Within one hundred twenty (120) days after the effective date of the Merger, the surviving corporation or any GSE stockholder or beneficial owner who has complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a GSE stockholder or beneficial owner, demanding a determination of the value of the shares held by all persons entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and GSE stockholders and beneficial owners should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of GSE common stock. Accordingly, any GSE stockholder or beneficial owner who desires to have their shares appraised by the Delaware Court of Chancery should initiate all necessary action to perfect their appraisal rights in respect of their shares of GSE common stock within the time and in the manner prescribed in Section 262. The failure of a GSE stockholder or beneficial owner to file such a petition within the period specified in Section 262 could nullify the person’s previous written demand for appraisal.

Within one hundred twenty (120) days after the effective date of the Merger, any person who has complied with the requirements of Section 262 will be entitled, upon written request (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger Proposal and with respect to which GSE has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, in the case of a demand made by a beneficial owner in such person’s name, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). The surviving corporation must send to the requesting person within ten (10) days after receipt by the surviving corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, and the surviving corporation will then be obligated within twenty (20) days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list (which we refer to in this summary as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be given to the surviving corporation and all persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of these notices will be borne by the surviving corporation. At the hearing on such petition, the Delaware Court of Chancery will conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded an appraisal for their shares to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Determination of “Fair Value”

After the Delaware Court of Chancery determines the persons entitled to an appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of GSE common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the “fair value.” Unless the court in its discretion determines otherwise for good cause shown, and except as provided in Section 262(h) of the DGCL, interest from the effective date of the Merger through the date of payment of the judgment will compound quarterly and accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date the judgment is paid. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, and (2) any

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interest accrued prior to the time of such voluntary payment, unless paid at such time. The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining “fair value” in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Supreme Court of Delaware stated that, in making this determination of “fair value,” the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. The Delaware Supreme Court has recently indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Supreme Court of Delaware stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

GSE stockholders and beneficial owners considering seeking appraisal should be aware that the “fair value” of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the merger consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the merger consideration payable in a merger is not an opinion as to, and does not in any manner address, “fair value” under Section 262. No representation is made as to the outcome of the appraisal of “fair value” as determined by the Delaware Court of Chancery, and GSE stockholders and beneficial owners should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither GSE nor Parent anticipates offering more than the merger consideration to any person exercising appraisal rights, and each of GSE and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of GSE common stock is less than the merger consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the fair value of the shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled thereto and upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the verified list who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal not dismissed by the Delaware Court of Chancery pursuant to Section 262(k). In the absence of such determination or assessment, each party bears its own expenses.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares of GSE common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of GSE common stock, if any, payable to GSE stockholders as of a time prior to the Effective Time. If neither of the ownership thresholds above has been satisfied in respect of the persons seeking appraisal rights, the Delaware Court of Chancery will dismiss appraisal proceedings as to all

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persons who are otherwise entitled to appraisal rights. If a petition for an appraisal is not filed within one hundred twenty (120) days after the effective date of the Merger, the right to appraisal with respect to all shares will cease. If a person who has made a demand for an appraisal in accordance with Section 262 delivers to the surviving corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with Section 262(e) of the DGCL, either within sixty (60) days after such effect date of the Merger or thereafter with the written approval of the surviving corporation, then the right of such person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery will not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within sixty (60) days after the effective date of the Merger. If any GSE stockholder or beneficial owner who demands appraisal of his, her or its shares of GSE common stock under Section 262 validly withdraws, fails to perfect, or otherwise loses, such holder’s or beneficial owner’s right to appraisal, such person’s shares of GSE common stock will be deemed to have been converted at the effective date of the Merger into the right to receive the merger consideration.

Failure to comply with all of the procedures set forth in Section 262 will result in the loss of statutory appraisal rights. Consequently, any GSE stockholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

The foregoing summary of the rights of the GSE stockholders and beneficial owners to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by such persons to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL, a copy of which is attached to this proxy statement as Annex C. The proper exercise of appraisal rights requires adherence to the applicable provisions of the DGCL.

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MARKET PRICES OF GSE COMMON STOCK

Market Information

GSE common stock trades on Nasdaq under the symbol “GVP”. The following table shows the high and low closing sales price of GSE common stock for GSE’s third fiscal quarter of 2024 (through September 13, 2024, the latest practicable date before the printing of this proxy statement) and each of GSE’s preceding fiscal quarters in 2024, 2023, 2022 and 2021.


Fiscal Year	High	Low
2024
First Quarter	$2.71	$1.26
Second Quarter	$4.63	$2.35
Third Quarter (through September 13, 2024)	$4.36	$2.73
2023
First Quarter	$10.70	$6.50
Second Quarter	$7.70	$3.40
Third Quarter	$4.90	$2.00
Fourth Quarter	$4.15	$1.50
2022
First Quarter	$20.80	$12.10
Second Quarter	$20.60	$11.80
Third Quarter	$12.90	$9.30
Fourth Quarter	$9.30	$5.70
2021
First Quarter	$26.80	$13.00
Second Quarter	$19.20	$12.40
Third Quarter	$17.00	$11.40
Fourth Quarter	$17.30	$12.70

The closing sales price of GSE common stock on September 13, 2024, the latest practicable date before the printing of this proxy statement, was $4.03 per share. The closing sales price of GSE common stock on NASDAQ on August 7, 2024, the last trading day prior to the announcement of the execution of the Merger Agreement, was $2.73 per share. You are urged to obtain current market quotations for GSE common stock when considering whether to approve the Merger Agreement.

Holders

At the close of business on September 16, 2024, the record date for the Special Meeting, 3,471,677 shares of GSE common stock were issued and outstanding, held by approximately 377 holders of record.

Dividends

In 2021, 2022 and 2023, GSE did not pay any dividends or other distributions to its stockholders. GSE does not intend to pay cash dividends to GSE stockholders for the foreseeable future and intends to retain earnings, if any, for future operation of GSE’s business and repayment of debt obligations. Under the terms of the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time of the Merger or the valid termination of the Merger Agreement, GSE may not declare or pay dividends to GSE stockholders without Parent’s prior written consent.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents the beneficial ownership of GSE’s GSE common stock for (1) each person beneficially owning more than five percent (5%) of the outstanding shares of any class of our voting securities, (2) each director of the Company, (3) our named executive officers and (4) all of our current directors and executive officers as a group.

Percentage ownership of GSE common stock is based on 3,471,677 shares of our GSE common stock outstanding on September 13, 2024. Information given below regarding beneficial owners of more than five percent (5%) of the outstanding shares of any class of our voting securities is based solely on information provided by such persons in filings with the SEC on Schedules 13D, 13G and other filing made with the SEC on or before September 13, 2024. GSE has determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed shares of our GSE common stock subject to options that are currently exercisable or exercisable within sixty (60) days of September 13, 2024, and the shares subject to restricted stock unit awards that will be released within sixty (60) days of September 13, 2024, to be outstanding and to be beneficially owned by the person holding the option and the restricted stock unit award for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted below, the address of each of the individuals and entities named in the table below is c/o GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.


Name of Beneficial Owner	GSE common stock Amount and Nature of Beneficial Ownership (A)⁽¹⁾	Percent of Class (B)⁽¹⁾

Lind Global Fund II LP 444 Madison Ave, Floor 41 New York, NY 10022	300,568⁽²⁾	8.26%

Kyle J. Loudermilk c/o GSE Systems, Inc. 6940 Columbia Gateway Drive, Suite 470, Columbia, MD 21046	183,963⁽³⁾	5.30%

Board and Management

Ravi Khanna	11,476⁽⁴⁾	*
William S. Corey, Jr.	26,421	*
Thomas J. Dougherty	19,624	*
Kathryn O’Connor Gardner	27,780	*
Bahram Meyssami, Ph.D.	23,220	*
Emmett A. Pepe	42,000	1.21%

Directors and Executive Officers as a group (6 persons)	148,021	4.262%

Notes

*	Less than one percent.

(A)	This table is based on information supplied by officers, directors, and principal stockholders of the Company and on any Schedules 13D or 13G and Forms 4 filed with the SEC.

(B)	Applicable percentages are based on was 3,471,677 shares outstanding on September 13, 2024, adjusted where applicable for each owner as required by rules promulgated by the SEC.

(1)	Includes all time-restricted stock units, which will have vested or accelerate upon the closing of the Merger.

(2)	Based on a Schedule 13G/A filed with the SEC on February 13, 2024, by Lind Global Fund II LP, Lind Global Partners II LLC, and Jeff Easton.

(3)	Based on a Schedule 13D filed with the SEC on May 6, 2024 by Kyle J. Loudermilk.

(4)	Mr. Khanna was also awarded 95,000 RSUs that will not vest and will be void in the event the Merger closes prior to December 31, 2024.

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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. Each stockholder will receive a separate proxy card. The Company will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to the Company at GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Corporate Secretary. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.

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OTHER MATTERS

The sole business that may be considered at the Special Meeting are the matters set forth in the Notice of Special Meeting accompanying this Proxy Statement.

FUTURE STOCKHOLDER PROPOSALS

If the Merger is completed, we will have no public stockholders, and there will be no public participation in any future meetings of Company stockholders. However, if the Merger is not consummated, Company stockholders will continue to be entitled to attend and participate in Company stockholders’ meetings. GSE would expect to hold the 2025 annual meeting of stockholders only if the Merger is not consummated. To be considered for inclusion in the Company’s proxy materials for next year’s annual meeting (if the Merger is not completed and such meeting is held) in accordance with Rule 14a-8 under the Exchange Act, a stockholder proposal must be submitted in writing by January 24, 2025, to the Company’s principal executives offices c/o Corporate Secretary at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

In addition, the Company’s Third Amended and Restated Bylaws (as amended, the “Bylaws”) establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders without including those matters in the Company’s proxy statement. Such proposals, if the Merger is not completed and such meeting is to be held, including the information required by the Bylaws, must be received at the Company’s principal executive offices c/o Corporate Secretary, 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, no earlier than March 3, 2025, and no later than April 2, 2025. If the date of the 2025annual meeting of stockholders is moved more than 30 days before or 60 days after the anniversary of the 2024 Annual Meeting (July 1, 2024), stockholders must give notice on or before the close of business on the 10th day following the day on which the Company’s notice of the date of the meeting was mailed or other public disclosure of the annual meeting date is first made. A stockholder’s notice to the Company must set forth, as to each matter the stockholder proposes to bring before an annual meeting, the information required by the Bylaws, which have been publicly filed with the SEC. If a stockholder fails to give notice of a stockholder proposal as required by the Bylaws or other applicable requirements (including those attendant to the Exchange Act), then the proposal will not be included in the proxy statement for our 2025 annual meeting of stockholders (if the Merger is not completed and such meeting is held) and the proposal will not be presented to the stockholders for a vote at the 2025 annual meeting of stockholders.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders that intend to solicit proxies in support of director nominees other than the Company’s nominee(s) must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than May 2, 2025. If the date of the annual meeting of stockholders is more than 30 days before or after the anniversary date of the prior year’s annual meeting, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide such notice by the later of 60 days prior to the meeting or the tenth day after the day on which public announcement of the date of such meeting is first made by the Company.

A copy of the full text of the bylaws provisions governing the notice requirements set forth above may be obtained by writing to our Corporate Secretary. In order to curtail controversy as to the date on which we received a proposal, it is suggested that proponents submit stockholders’ proposals by Certified Mail, Return Receipt Requested, to GSE Systems, Inc., 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046, Attention: Corporate Secretary.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company files annual, quarterly, and other reports and other information with the SEC under the Exchange Act. You may read and copy any reports, statements or other information filed by the Company at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such materials can be obtained by mail at prescribed rates from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s web site at http://www.sec.gov.

The SEC’s rules allow the Company to “incorporate by reference” information into this prospectus, which means that the Company can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this proxy statement, or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained in this proxy statement or a subsequently filed document incorporated by reference modifies or replaces that statement.

This proxy statement incorporates by reference the documents set forth below that have previously been filed with the SEC (other than those documents or the portions of those documents not deemed to be filed):

•	Our Amended Annual Report on Form 10-K/A, for the year ended December 31, 2023, as filed with the SEC on April 2, 2024 (as amended on April 2, 2024, and April 29, 2024).

•	Our Quarterly Reports on Form 10-Q, for the quarters ended March 31, 2024, as filed with the SEC on May 15, 2024, and June 30, 2024, as filed with the SEC on August 14, 2024.

•	Our Current Reports on Form 8-K filed with the SEC on February 13, 2024, April 1, 2024, April 30, 2024, May 14, 2024, May 15, 2024, July 2, 2024, July 26, 2024, August 8, 2024, and August 14, 2024.

In addition, we incorporate by reference into this proxy statement any filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this proxy statement until the date of the Special Meeting. We are not, however, incorporating, in each case, any documents or information that the Company is deemed to have furnished and not filed in accordance with SEC rules.

Copies of the documents incorporated by reference in this proxy statement may be obtained on written or oral request without charge from GSE’s Corporate Secretary at 6940 Columbia Gateway Drive, Suite 470, Columbia, Maryland 21046 (telephone: (410) 970-7800). The Company maintains an internet site at www.gses.com. Such website and the information contained on or connected to it shall not be deemed to be incorporated into this proxy statement.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR ANY OTHER PERSON. THIS PROXY STATEMENT IS DATED SEPTEMBER 16, 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT AND WILL NOT CREATE ANY IMPLICATION TO THE CONTRARY.


ARTICLE I THE MERGER		A-2

Section 1.1	The Merger	A-2
Section 1.2	Closing	A-2
Section 1.3	Effective Time	A-2
Section 1.4	Effects of the Merger	A-2
Section 1.5	Charter; Bylaws	A-2
Section 1.6	Directors and Officers of the Surviving Corporation	A-2

ARTICLE II EFFECT OF THE MERGER; EXCHANGE OF CERTIFICATES		A-3

Section 2.1	Effect on Securities of the Company and Merger Sub	A-3
Section 2.2	Certain Adjustments	A-3
Section 2.3	Appraisal Rights	A-3
Section 2.4	Exchange of Company Common Stock	A-4
Section 2.5	Treatment of Company RSUs and Company PSUs	A-6
Section 2.6	Treatment of Warrants	A-7
Section 2.7	Further Assurances	A-7
Section 2.8	Company Indebtedness and Transaction Expenses	A-7

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		A-7

Section 3.1	Organization and Corporate Power	A-8
Section 3.2	Capitalization	A-9
Section 3.3	Authority; Execution and Delivery; Enforceability; State Takeover Statutes	A-10
Section 3.4	Consents and Approvals; No Conflicts	A-10
Section 3.5	SEC Documents; Financial Statements; Undisclosed Liabilities	A-11
Section 3.6	Absence of Certain Changes or Events	A-13
Section 3.7	Information Supplied	A-13
Section 3.8	Legal Proceedings


Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

Agreement and Plan of Merger

Opinion of Ankura Capital Advisors, LLC

Section 262 of the General Corporation Law of the State of Delaware