FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT TO NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IN CONNECTION WITH THE UNDERLYING NOTE, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

THIS FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is dated as of October 6, 2023, by and among GSE Systems, Inc., a Delaware corporation (the “Maker” or the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”).

WHEREAS, Maker is party to that certain Promissory Note, dated as of June 23, 2023, in the original principal amount of $1,800,000, made in favor of Holder (as amended, restated, amended and restated, supplemented, or modified from time to time, the “Note”); all capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Note; and

WHEREAS, the parties wish to clarify that the Holder has the current ability to exercise rights under Section 2.1(r) of the Note based upon events preceding such note; and

WHEREAS, Maker and Holder now desire to enter into this Amendment to amend the Note to make certain provisions consistent with those of the mutual understanding of the parties.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (intending to be legally bound) hereby agree as follows:

1. Amendment to the Note. Subject to the terms and conditions contained herein, Maker and Holder hereby amend the Note to delete the existing Section 2.1(r) thereof in its entirety and replace the same with the following:

(r) at any time after January 31, 2024, the Company’s Market Capitalization is below $7 million for ten (10) consecutive days.

above, Maker hereby represents and warrants to and in favor of Holder, which representations and warranties shall survive the execution and delivery hereof, as follows:

3. No Other Amendments. Maker acknowledges and expressly agrees that this Amendment is limited to the extent expressly set forth herein and shall not constitute a modification or amendment of the Note or any other Transaction Document or a course of dealing at variance with the terms or conditions of the Note or any other Transaction Document (other than as expressly set forth in this Amendment).

4. Conditions Precedent to Effectiveness of this Amendment. The amendments contained in Section 1 of this Amendment and the other agreements contained herein shall become effective on the date hereof as long as each of the following conditions precedent is satisfied:

9. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to principles of conflict of laws or choice of laws.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.