GP Strategies Corp. Watch

from 10-K 3 pages Description of Securities

from 8-K 2 pages Number GPX 1973 Common Stock This Certificate Is Transferable in Chicago and New York Shares Common Stock See Reverse for Certain Definitions See Legend on Reverse Incorporated Under the Laws of the State of Delaware GP Strategies Corporation This Certifies That Cusip 36225v 10 4 Is the Owner of Fully-Paid and Non-Assessable Shares of the Par Value of $.01 Each of Common Stock of Certificate of Stock GP Strategies Corporation Transferable or the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby Are Issued and Shall Be Held Subject to All of the Provisions of the Restated Certificate of Incorporation of the Corporation and Amendments Thereto (Copies of Which Are on File at the Office of the Corporation), to All of Which the Holder of This Certificate Asserts by Acceptance Hereof. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated Chief Executive Officer GP Strategies Corporation Corporate Seal Delaware 1959 Countersigned and Registered: Computershare Investor Services, LLC. Transfer Agent and Registrar Authorized Signature by American Bank Note Company. Secretary

from 10-Q ~20 pages Gps 2003 Incentive Stock Plan

from 8-A12B/A 1 page Indenture or similar

from 8-A12B/A 1 page Indenture or similar

from 8-K ~50 pages Indenture or similar

from SC 13E4 ~10 pages Foreign Instruction Letter