GP Investments : Social Status

BYE-LAWS OF

GP INVESTMENTS, LTD.

Amended and Restated on 23 April 2007

As further Amended on 11 February 2008

As further Amended on 30 April 2010

Amended and Restated on 28 July 2011

As further Amended on 28 April 2014

As further Amended as of 30 April 2015

As further Amended as of 30 April 2019

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TABLE OF CONTENTS

		26.	Attendance and Security at		Meetings of the Board of
	Interpretation		General Meetings		Directors
1.	Definitions	27.	Quorum at General Meetings	52.	Board Meetings
		28.	Chairman to Preside	53.	Notice of Board Meetings
	Shares	29.	Voting on Resolutions	54.	Participation in Meetings by
2.	Power to Issue Shares	30.	Power to Demand Vote on		Telephone
3.	Power of the Company to		Poll	55.	Quorum at Board Meetings
	Purchase its Shares	31.	Voting by Joint Holders of	56.	Board to Continue in Event
4.	Rights Attaching to Shares		Shares		of Vacancy
5.	Calls on Shares	32.	Instrument of Proxy	57.	Chairman to Preside
6.	Prohibition on Financial	33.	Representation of Corporate	58.	Written Resolutions
	Assistance		Member	59.	Validity of Prior Acts of the
7.	Forfeiture of Shares	34.	Adjournment of General		Board
8.	Share Certificates		Meeting
9.	Fractional Shares	35.	Written Resolutions		Corporate Records
		36.	Directors' Attendance at	60.	Minutes
	Registration of Shares		General Meetings	61.	Place Where Corporate
10.	Register of Members				Records Kept
11.	Registered Owner Absolute		Directors and Officers	62.	Form and Use of Seal
	Owner	37.	Election and Term of
12.	Transfer of Registered Shares		Directors		Accounts
13.	Transmission of Registered	38.	Alternate Directors	63.	Books of Account
	Shares	39.	Removal of Directors	64.	Financial Year End
		40.	Vacancy in the Office of
Alteration of Share Capital		Director		Audits
14.	Power to Alter Capital	41.	Remuneration of Directors	65.	Annual Audit
15.	Variation of Rights Attaching	42.	Defect in Appointment of	66.	Appointment of Auditors
	to Shares		Director	67.	Remuneration of Auditors
		43.	Directors to Manage	68.	Duties of Auditors
Dividends and Capitalisation		Business	69.	Access to Records
16.	Dividends	44.	Powers of the Board of	70.	Financial Statements
17.	Power to Set Aside Profits		Directors	71.	Distribution of Auditors
18.	Method of Payment	45.	Register of Directors and		Report
19.	Capitalisation		Officers	72.	Vacancy in the Office of
		46.	Officers and Chairman of the		Auditor
	Meetings of Members		Board
20.	Annual General Meetings	47.	Appointment of Officers	Voluntary Winding-Up and
21.	Special General Meetings	48.	Duties of Officers		Dissolution
22.	Requisitioned General	49.	Remuneration of Officers	73.	Winding-Up
	Meetings	50.	Conflicts of Interest
23.	Notice	51.	Indemnification and	Changes to Constitution
24.	Giving Notice		Exculpation of Directors and	74.	Changes to Bye-laws
25.	Postponement or		Officers	75.	Discontinuance
	Cancellation of General
	Meeting				Preemptive Rights
				76.	Preemptive Rights

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Page 1

INTERPRETATION

1. Definitions

1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act	the Companies Act 1981 as amended from time to time;
affiliate	with respect to any Person, any other Person directly or
	indirectly controlling or controlled by or under direct or
	indirect common control with such Person;
Alternate Director	an alternate director appointed in accordance with these
	Bye-laws;
Auditor	includes an individual or partnership;
Board	the board of directors appointed or elected pursuant to these
	Bye-laws and acting by resolution in accordance with the
	Act and these Bye-laws or the directors present at a
	meeting of directors at which there is a quorum;
Business Day	any day that is not a Saturday, Sunday or day on which
	banking institutions in New York, New York, U.S.A., São
	Paulo, São Paulo, Brazil or Hamilton, Bermuda are not
	required to be open;
Class A Shares	the Class A Shares of the Company as defined in Bye-law
	4.2;
Class B Directors	the Class B Directors as defined in Bye-law 37.1;
Class B Shares	the Class B Shares of the Company as defined in Bye-law
	4.3;
Code	United States Internal Revenue Code of 1986, as amended;
Committee Nominated
Directors	as such term is defined in Bye-law 37.1;
Company	the company for which these Bye-laws are approved and
	confirmed;

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GP Investments, Ltd.	Page 2
control	(including, with correlative meanings, the terms
	"controlling," "controlled by" and "under common control
	with"), as used with respect to any Person, shall mean the
	possession, directly or indirectly, of the power to direct or
	cause the direction of the management or policies of such
	Person, whether through the ownership of voting securities,
	by agreement or otherwise; provided, however, that
	beneficial ownership of more than 50% of the voting
	securities of a Person shall be deemed to be control;
Controlling Shareholder	Partners Holdings and any Person that holds a voting
	interest in Partners Holdings;
Director	a director of the Company and shall include an Alternate
	Director;
ERISA	United States Employee Retirement Income Security Act of
	1974, as amended, and the rules and regulations
	promulgated thereunder;
ERISA Person	any Person which is, or is acting on behalf of, a Plan;
Governmental Entity	in any applicable jurisdiction, any federal, provincial, state
	or local government, any governmental, regulatory or
	administrative authority, agency or commission, or any
	court or tribunal, or judicial or arbitral body;
Immediate Family	with respect to any individual, shall mean the spouse,
	sibling, child, step child, grandchild, niece, nephew or
	parent of such Person or the spouse thereof;
Independent Director	an individual who is duly appointed or elected as a member
	of the Board and who is not, and has never been for any
	part of the last three calendar years (or in the case of (iv)
	below, for any part of the past two years), and will not
	while serving as a Director, be any of the following:
	(i) a manager, director, officer or employee of the
	Company or any of its affiliates (other than as (a) an
	Independent Director of the Company or an affiliate of the
	Company or (b) a member of the Company's advisory body
	constituted as the advisory board, provided that such
	member has not served as a manager, director, officer or
	employee of the Company or any of its affiliates);

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GP Investments, Ltd.	Page 3

(ii) a Person who has received any money, compensation or other payment from the Company or any affiliate of the Company (including, without limitation, any creditor, supplier or service provider to the Company or any of its affiliates), except for (A) any Person who has received any fees or compensation by virtue of being (x) an Independent Director or (y) a member of the Company's advisory body constituted as the advisory board, provided that such member has not served as a manager, director, officer or employee of the Company or any of its affiliates, (B) any Person that has received any dividends or other distributions as a registered holder of Class A Shares, Class B Shares or holder of Brazilian Depositary Shares or (C) any Person who has been appointed an Independent Director prior to the Offering Date who has received any fees or compensation from the Company;

	(iii)	a Controlling Shareholder or a Person that holds more
	than 10% of the issued and outstanding Class B Shares or
	any member, partner, equityholder, manager, director,
	officer or employee of such Person;
	(iv)	a member, partner, equityholder, manager, director,
	officer or employee of the Company's current or former
	Auditor;
	(v)	a Person that (A) has a conflicting interest with the
	Company as determined by the Nomination and
	Compensation Committee in good faith, (B) is a manager,
	director, officer or employee of a competitor of the
	Company or (C) is a controlling shareholder of a
	competitor of the Company or a manager, director, officer
	or employee thereof; or
	(vi)	the Immediate Family of any Person described in (i)
	through (v) above.
Initial Offering	the first offering by the Company (or its successor entity)
	of Class A Shares (or successor or similar equity interests);
Member	the person registered in the Register of Members as the
	holder of shares in the Company and, when two or more
	persons are so registered as joint holders of shares, means
	the	person whose name stands first in the Register of

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