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
Merger Agreement • July 15th, 2021 • Gp Strategies Corp • Services-educational services • 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”).

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FORM OF OFFICER VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • July 15th, 2021 • Gp Strategies Corp • Services-educational services • 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”).

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