THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Global Power Equipment Group Inc. (GEG)

4/29/2005 Proxy Information

Mr. Kleinman, a CPA, is a General Partner of Harvest Partners, Inc. The Company entered into a management agreement with Harvest Partners, Inc. in August 2000 in connection with the Company’s recapitalization, which agreement was subsequently amended in April 2001 and again in October 2004. Pursuant to the amended management agreement, Harvest Partners, Inc. is entitled to receive a management fee for financial advisory and strategic planning services provided to the Company. The annual management fee payable to Harvest Partners under the management agreement consists of (i) a fee of $625,000 plus (ii) an additional fee of between $0 and $625,000 depending on the amount of the Company’s annual EBITDA as follows: (See page 24 of proxy for table).

The management agreement terminates on February 1, 2008, subject to automatic renewals of additional one-year periods commencing on February 1, 2006, and continuing indefinitely thereafter, unless terminated for cause or by Harvest Partners, Inc. The management agreement will terminate if in any subsequent renewal period the affiliates of Harvest Partners, Inc. have sold or otherwise transferred more than 66.6% of the shares of common stock they owned on May 23, 2001. In fiscal 2004, the Company paid Harvest Partners, Inc. aggregate fees and reimbursements of $976,060 pursuant to the management agreement. Stephen Eisenstein and Ira Kleinman, each a director of the Company, are each a general partner of Harvest Partners, Inc. and a member of Harvest Associates III, L.L.C., the general partner of Harvest Partners III, L.P. and Harvest Partners III, GbR, which own in the aggregate approximately 20.5% of the Company’s outstanding shares of common stock.

In connection with the Company’s registration of certain securities pursuant to a shelf registration statement on Form S-3 filed with the SEC in 2004, the Company entered into a letter agreement dated June 14, 2004, with Harvest Partners III, L.P. and Harvest Partners III, GbR, whereby the Company agreed to include the registration of the sale by these entities of an aggregate of 10,627,063 shares of the Company’s common stock in the Company’s shelf registration statement. In connection with the inclusion of the sale of the shares on behalf of Harvest Partners, III, L.P. and Harvest Partners, III, GbR, the Company paid additional costs of approximately $22,000 for the filing fees for the registration of such entities’ shares and the fees of their counsel. Under the letter agreement, the Company agreed to indemnify Harvest Partners III, L.P. and Harvest Partners III, GbR, for certain losses they may incur in connection with the registration statement.

Pursuant to the terms of a registration rights agreement dated May 1, 2001, among the Company and the holders of its shares of common stock immediately prior to its initial public offering, Harvest Partners III, L.P. has the right to require the Company to use its reasonable efforts to register Harvest’s shares under the Securities Act of 1933. In addition, in the event the Company proposes to register a public offering of any of its securities under the Securities Act of 1933, either for its own account or for the account of other security holders exercising registration rights, Harvest and each of the Company’s named executive officers, as well as the other holders party to the registration rights agreement, will be entitled to notice of such registration and will be entitled to include their shares in the registration. These registration rights are subject to conditions and limitations, including the right of the underwriters of an offering to limit the number of shares of common stock to be included in the registration. The Company is generally required to bear all of the expenses of all registrations under the registration rights agreement, except underwriting discounts and commissions incurred by any selling stockholders. Under the registration rights agreement, the Company is committed to indemnify the holders of registration rights for certain losses they may incur in connection with registrations under the agreement.

The Company paid a total of $334,211 to the law firm of Conner & Winters, P.C. for certain legal services and expense reimbursements during fiscal year 2004. Mark Berman, a director and officer of Conner & Winters, P.C., is the spouse of Candice L. Cheeseman, General Counsel and Secretary of the Company.