0001104659-09-072180 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among GP STRATEGIES CORPORATION and SAGARD CAPITAL PARTNERS, L.P. Dated as of December 30, 2009
Registration Rights Agreement • December 31st, 2009 • Gp Strategies Corp • Services-educational services • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2009, is by and among GP Strategies Corporation, a Delaware corporation (the “Company”), and the undersigned Purchaser (the “Purchaser”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2009 • Gp Strategies Corp • Services-educational services

This Amendment is dated and made as of December 30, 2009, modifying the Employment Agreement dated as of July 1, 1999 (together with any and all previous amendments, the “Employment Agreement”) between General Physics Corporation (the “Company”) and Douglas Sharp (“Employee”).

GP STRATEGIES CORPORATION SECURITIES PURCHASE AGREEMENT December 30, 2009
Securities Purchase Agreement • December 31st, 2009 • Gp Strategies Corp • Services-educational services • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 30, 2009, by and among GP Strategies Corporation, a Delaware corporation, with headquarters located at 6095 Marshalee Drive, Suite 300, Elkridge, MD 21075 (the “Company”), and Sagard Capital Partners, L.P., a Delaware limited partnership (the “Investor”). Certain defined terms used herein are listed in Section 8(a).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2009 • Gp Strategies Corp • Services-educational services

This Amendment is dated and made as of December 30, 2009, modifying the Employment Agreement dated as of July 1, 1999 (together with any and all previous amendments, the “Employment Agreement”) between GP Strategies Corporation (the “Company”) and Scott N. Greenberg (“Employee”).

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