Samuel D. Robinson - 14 Oct 2021 Form 4 Insider Report for GP STRATEGIES CORP

Footnote F1

On July 15, 2021, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Learning Technologies Group plc, a public limited company incorporated in England and Wales ("LTG"), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG ("US Holdco"), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco ("Merger Sub"), pursuant to which each share of common stock of the Issuer was converted into the right to receive a cash payment equal to the per share merger consideration of $20.85.

Footnote F2

Sagard is the direct beneficial owner of the Shares. The amount shown represents transactions in, and beneficial ownership of, the Issuer's securities by Sagard. Sagard Capital Partners Management Corporation (Sagard Management) is the investment manager of Sagard. The Reporting Person is the President of Sagard Management and is also the President of Sagard Capital Partners GP, Inc., the general partner of Sagard. The Reporting Person disclaims beneficial ownership of the securities (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.