0001193125-21-216121 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among LEARNING TECHNOLOGIES GROUP PLC, GRAVITY MERGER SUB, INC., LEARNING TECHNOLOGIES ACQUISITION CORPORATION, and GP STRATEGIES CORPORATION Dated as of July 15, 2021

Agreement and Plan of Merger • July 15th, 2021 • Gp Strategies Corp • Services-educational services • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 15th, 2021
• Company
  Gp Strategies Corp
• Industry
  Services-educational services
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of July 15, 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (“Parent”), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Gravity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (“Merger Sub”), and GP Strategies Corporation, a Delaware corporation (the “Company”).

FORM OF OFFICER VOTING AND SUPPORT AGREEMENT

Officer Voting and Support Agreement • July 15th, 2021 • Gp Strategies Corp • Services-educational services • Delaware

• Contract Type
  Officer Voting and Support Agreement
• Filed
  July 15th, 2021
• Company
  Gp Strategies Corp
• Industry
  Services-educational services
• Jurisdiction
  Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of July , 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (“Parent”), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Gravity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (“Merger Sub”) and the individual or entity whose name appears in the signature block to this Agreement (the “Stockholder”).

VOTING AND SUPPORT AGREEMENT

Voting and Support Agreement • July 15th, 2021 • Gp Strategies Corp • Services-educational services • Delaware

• Contract Type
  Voting and Support Agreement
• Filed
  July 15th, 2021
• Company
  Gp Strategies Corp
• Industry
  Services-educational services
• Jurisdiction
  Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of July 15, 2021, by and among Learning Technologies Group plc, a public limited company incorporated in England and Wales (“Parent”), Learning Technologies Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Gravity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of US Holdco (“Merger Sub”) and the individual or entity whose name appears in the signature block to this Agreement (the “Stockholder”).