GP Investments Acquisition Corp. 15,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
GP Investments Acquisition Corp. c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman IslandsSecurities Subscription Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer GPIAC, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
GP INVESTMENTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 19, 2015Warrant Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 19, 2015, is by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RIMINI STREET, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 16th, 2017 • Rimini Street, Inc. • Wholesale-furniture & home furnishings • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of ________________ (the “Effective Date”), and is between Rimini Street, Inc., a Delaware corporation (the “Company”), and ________________________________ (“Indemnitee”).
7,750,000 Shares RIMINI STREET, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT March 9, 2021Underwriting Agreement • March 10th, 2021 • Rimini Street, Inc. • Services-business services, nec • New York
Rimini Street, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom Craig-Hallum Capital Group LLC (the “Representative”) is acting as Representative , an aggregate of 7,750,000 shares of common stock, par value $0.0001 per share, of the Company (the “Firm Shares”). The Company and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto. are hereinafter sometimes collectively referred to as the “Sellers.”
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of May 19, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and GPIC, Ltd., a Bermuda limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • December 21st, 2015 • GP Investments Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 18, 2015, by and between GP INVESTMENTS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Alexandre Hohagen (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2019 • Rimini Street, Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March 7, 2019 (the "Effective Date"), among Rimini Street, Inc., a Delaware corporation (the "Company"), and each of the investors listed on the signature pages hereto under the caption "Investors" (collectively, with their transferees and assignees that are permitted pursuant to the Securities Purchase Agreement or Promissory Notes, as applicable, and this Agreement, as applicable, the "Investors"). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 2015, is made and entered into by and among GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), GPIC, Ltd., a Bermuda limited liability company (the “Sponsor”) and GPIAC, LLC, a wholly owned subsidiary of the Sponsor ("GPIAC", together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT Dated as of April 30, 2024 among RIMINI STREET, INC., and Each Other GrantorFrom Time to Time Party Hereto and CAPITAL ONE, NATIONAL ASSOCIATION,as AgentGuaranty and Security Agreement • May 2nd, 2024 • Rimini Street, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT, dated as of April 30, 2024, by Rimini Street, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors” and each, a “Grantor”), in favor of Capital One, National Association (“Capital One”), as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
RIMINI STREET, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ , 20 ] (the “Effective Date”), and is between Rimini Street, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
6,100,000 Shares RIMINI STREET, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT August 14, 2020Underwriting Agreement • August 17th, 2020 • Rimini Street, Inc. • Services-business services, nec • New York
Rimini Street, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 6,100,000 shares of common stock, par value $0.0001 per share, of the Company (the “Firm Shares”).
OFFICE LEASE BETWEEN MS CRESCENT 3993 HUGHES SPV, LLC (“LANDLORD”) AND RIMINI STREET, INC. (“TENANT”)Office Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings
This Work Letter is attached as an Exhibit to an Office Lease (the “Lease”) between MS CRESCENT 3993 HUGHES SPV, LLC, as Landlord, and RIMINI STREET, INC., as Tenant, for the Premises, the Rentable Square Footage of which is 3,315, located on the seventh floor of the Building. Unless otherwise specified, all capitalized terms used in this Work Letter shall have the same meanings as in the Lease. In the event of any conflict between the Lease and this Work Letter, the latter shall control.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2019 • Rimini Street, Inc. • Services-business services, nec • Delaware
Securities Purchase Agreement (this "Agreement"), dated June 20, 2019, by and among (i) Rimini Street, Inc., a Delaware corporation (the "Company"), (ii) Kensington Permanent Value, LLC, a Delaware limited liability company (“KPV”) and (iii) Kensington Rimini, LLC, a Delaware limited liability company (“KRLLC”, and together with KPV, each an "Investor", and collectively with their transferees and assignees that are permitted by this Agreement, the "Investors").
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between GP Investments Acquisition Corp., a Cayman Islands...Underwriting Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 23rd, 2023 • Rimini Street, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of July 2, 2021, by and among Rimini Street, Inc., a Delaware corporation (the “Borrower”) and the other Persons party hereto that are designated as a “Credit Party”, Capital One, National Association, a national banking association (in its individual capacity, “Capital One”) as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender.
FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York
FIFTH AMENDMENT, dated as of June 29, 2017 (this “Amendment”), to the Financing Agreement, dated as of June 24, 2016 (as amended, supplemented, replaced or otherwise modified from time to time, the “Financing Agreement”), by and among Rimini Street, Inc., a Nevada corporation (the “Parent”; and together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as thereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Cortland Capital Market Services LLC (“Cortland”), as collateral agent for the Lenders (in such capacity, together with it
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 6th, 2021 • Rimini Street, Inc. • Services-business services, nec • Delaware
This Stock Purchase Agreement (the “Agreement”) is made and entered into by and between each of the parties identified on Exhibit A hereto (each, a “Seller” and collectively, the “Sellers”), and Rimini Street, Inc., a Delaware corporation (the “Purchaser”), effective as of January 4, 2020 (hereinafter called the “Effective Date”). The Sellers and the Purchaser are hereinafter collectively called the “Parties.” All amounts herein denoted by ($) are in United States dollars.
AGREEMENT AND PLAN OF MERGER by and among GP INVESTMENTS ACQUISITION CORP., LET’S GO ACQUISITION CORP., RIMINI STREET, INC., and solely in his capacity as the initial Holder Representative hereunder, THE HOLDER REPRESENTATIVE NAMED HEREIN, dated as of...Merger Agreement • May 17th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • Nevada
This Agreement and Plan of Merger, dated as of May 16, 2017 (this “Agreement”), is made and entered into by and among GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Let’s Go Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Rimini Street, Inc., a Nevada corporation (the “Company”), and, solely in its capacity as the initial Holder Representative hereunder, Robin Murray.
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • March 12th, 2019 • Rimini Street, Inc. • Services-business services, nec • New York
THIS FIRST AMENDMENT dated as of March 7, 2019 (this “Amendment”), is entered into among the Grantors identified on the signature pages hereto and Victory Park Management, LLC, as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Security Agreement (defined below).
RIMINI STREET, INC. PREEMPTIVE RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 2017 PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • December 13th, 2017 • Rimini Street, Inc. • Services-business services, nec • Delaware
This PREEMPTIVE RIGHTS AGREEMENT is made as of December 7, 2017 by and among Rimini Street, Inc., a Delaware corporation (the “Company”), the entities set forth on Schedule A-1 (the “GP Holders”), and the entities set forth on Schedule A-2 (the “Adams Street Holders,” and together with the GP Holders, the “Holders”).
ContractGlobal Restricted Stock Unit Agreement • March 2nd, 2022 • Rimini Street, Inc. • Services-business services, nec • California
Approved by the Compensation Committee of the Rimini Street, Inc. Board of Directors and the Rimini Street Board of Directors on February 23, 2021
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 19, 2015 by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH SETH A. RAVINEmployment Agreement • April 6th, 2023 • Rimini Street, Inc. • Services-business services, nec
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 1, 2023 (the “Amendment Effective Date”), by and between Rimini Street, Inc., a Delaware corporation (the “Company”), and Seth A. Ravin (“Executive”).
ContractEmployment Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • Nevada
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 21st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of December 18, 2015 (this “Agreement”), by and among GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), the party set forth on Exhibit A annexed hereto (the “Private Investor”) and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
WARRANT CONSENT AND CONVERSION AGREEMENT by and among GP INVESTMENTS ACQUISITION CORP., RIMINI STREET, INC. and CB AGENT SERVICES LLC Dated as of May 16, 2017Warrant Consent and Conversion Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York
This Warrant Consent and Conversion Agreement (this “Agreement”) is made and entered into as of May 16, 2017, by and among GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing of the Mergers (each as defined in the Merger Agreement)) (the “Company”), Rimini Street, Inc., a Nevada corporation (“Rimini”), and CB Agent Services LLC, a Delaware limited liability company (“CBAS” and, together with its successors or permitted direct or indirect transferees (including those set forth in Schedule 2.1(b) hereto), each, an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 25, 2017, by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FIRST AMENDMENTOffice Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of October 8, 2014, by and between BRE/HC LAS VEGAS PROPERTY HOLDINGS, L.L.C., a Delaware limited liability company (“Landlord”), and RIMINI STREET, INC., a Nevada corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE BUILDING LEASEOffice Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings
This THIRD AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of October 12 , 2009, by and between PARK LAKE APARTMENTS, LLC, a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).
RIMINI STREET, INC. AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH SETH A. RAVINEmployment Agreement • June 5th, 2020 • Rimini Street, Inc. • Services-business services, nec
THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 3, 2020 (the “Amendment Effective Date”), by and between Rimini Street, Inc., a Nevada corporation (the “Company”), and Seth A. Ravin (“Executive”).
WKI Holding Company, Inc. Stockholder LetterStockholder Letter • May 13th, 2016 • GP Investments Acquisition Corp. • Blank checks
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), among GP Investments Acquisition Corp. ("Acquiror"), Let's Go Acquisition Corp., WKI Holding Company, Inc. (the "Company"), and, solely in its capacity as the initial Holder Representative thereunder, WKI Group, LLC. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement and, in the case of Section 2, the meanings ascribed to such terms in the Registration Rights Agreement, dated as of May 19, 2015 (the "Registration Rights Agreement"), among Acquiror, GPIC (as defined below) and the other parties thereto.
RIMINI STREET, INC.Commitment Fee Letter • October 4th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York
Reference is made to (i) the Financing Agreement, dated as of June 24, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Rimini Street, Inc., a Nevada corporation (the “Parent”; and together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined in the Financing Agreement), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Cortland Capital Market Services LLC (“Cortland”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns i
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 14th, 2019 • Rimini Street, Inc. • Services-business services, nec
This Second Amendment to Loan Agreement (this “Amendment”) is dated as of December 21, 2018, by GPIC, Ltd. (“GPIC”) and Rimini Street, Inc. (as successor to GP Investments Acquisition Corp.) (the “Company”).
RIMINI STREET, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH SETH A. RAVINEmployment Agreement • October 30th, 2024 • Rimini Street, Inc. • Services-business services, nec • Nevada
This Third Amended and Restated Employment Agreement (the “Agreement”) is entered into as of October 29, 2024 (the “Effective Date”) by and between Rimini Street, Inc., a Delaware corporation (the “Company”), and Seth A. Ravin (“Executive”).
