0001567619-17-001357 Sample Contracts

RIMINI STREET, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

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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.

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FIFTH AMENDMENT TO FINANCING AGREEMENT
Financing 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

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Sebastian Grady Employment Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • Nevada
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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, 2017
Warrant 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”).

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FIRST AMENDMENT
First Amendment • 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”).

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THIRD AMENDMENT TO OFFICE BUILDING LEASE
Office 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”).

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FINANCING AGREEMENT Dated as of June 24, 2016 by and among RIMINI STREET, INC., as a Borrower, EACH SUBSIDIARY OF RIMINI STREET, INC. LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO AND FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS...
Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

Financing Agreement, dated as of June 24, 2016, 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” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter 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 its successors and assigns in such capacity, the “Collateral Agent”), Cortland, as administrative agent for the Lenders (in such capacity, together with its successors and assigns

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AMENDMENT #1 TO CONSULTING AGREEMENT
Consulting Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

This AMENDMENT #1 to that certain letter agreement regarding Consulting Services (this “Amendment”) is dated as of October 28, 2016, by and between CB Agent Services, LLC, a Delaware limited liability company (“Colbeck”) and Rimini Street, Inc., a Nevada corporation (the “Company”, and together with Colbeck, the “Parties” and each, a “Party”).

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EIGHTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This EIGHTH AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of January 25, 2016, by and between WEST STATE CO, LP, a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

PLEDGE AND SECURITY AGREEMENT, dated as of June 24, 2016 (this “Agreement”), made by each of the Loan Parties party hereto (each a “Grantor” and collectively, the “Grantors”), in favor of Cortland Capital Market Services LLC (“Cortland”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 31, 2016
Investors’ Rights Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • California

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of October 31, 2016, and is between Rimini Street, Inc., a Nevada corporation (the “Company”), the founders of the Company listed on Exhibit A (the “Founder Holders”), the undersigned holders of Series A Preferred Stock of the Company listed on Exhibit B hereto together with their qualifying transferees (the “Series A Holders”), the undersigned holders of Series B Preferred Stock of the Company listed on Exhibit C hereto together with their qualifying transferees (the “Series B Holders”), and the purchasers of the Company’s Series C Preferred Stock listed on Exhibit D hereto (the “Series C Purchasers”). The Series A Holders, the Series B Holders and the Series C Purchasers shall be referred to herein as the “Preferred Holders.”

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SECOND AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This SECOND AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of May 4, 2009, by and between PARK LAKE APARTMENTS, LLC, a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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FIFTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This FIFTH AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of April 19, 2012, by and between PARK LAKE APARTMENTS, L.P., a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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SIXTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings
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RIMINI STREET, INC. 3993 Howard Hughes Parkway, Suite 500 Las Vegas, Nevada 89169
Financing Agreement • June 30th, 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

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NINTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This NINTH AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of June 29, 2016, by and between WEST STATE CO, LP, a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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FOURTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This FOURTH AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of January 18, 2011, by and between PARK LAKE APARTMENTS, L.P., a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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FOURTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

FOURTH AMENDMENT, dated as of May 15, 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

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SECOND AMENDMENT
Second Amendment • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of April 3, 2017, 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”).

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SEVENTH AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This SEVENTH AMENDMENT TO OFFICE BUILDING LEASE (“Amendment”) is made and entered into as of September 29, 2014, by and between WEST STATE CO, LP, a California limited partnership (“Landlord”) and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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FIRST AMENDMENT TO FINANCING AGREEMENT
To Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

FIRST AMENDMENT, dated as of August 9th, 2016 (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

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FIRST AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings

This FIRST AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment”) is made and entered into as of October 16, 2007, by and between PARK LAKE APARTMENTS, LLC, a California limited liability company (“Landlord”), and RIMINI STREET, INC., a Nevada corporation (“Tenant”).

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RIMINI STREET, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH SETH A. RAVIN
Employment Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • Nevada

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of January 6, 2017, (the “Effective Date”) by and between Rimini Street, Inc., a Nevada corporation (the “Company”), and Seth A. Ravin (“Executive”).

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THIRD AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

THIRD AMENDMENT, dated as of May 8, 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 its

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BERNAL CORPORATE PARK OFFICE LEASE BETWEEN THE ROBISON FAMILY TRUST DATED OCTOBER 30, 1989 ("LANDLORD") AND RIMINI STREET, INC. ("TENANT")
Sublease Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • California

THIS LEASE is made as of September , 2006, by and between THE ROBISON FAMILY TRUST DATED OCTOBER 30, 1989 ("Landlord"), and RIMINI STREET, INC., a Nevada corporation ("Tenant").

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SECOND AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

SECOND AMENDMENT, dated as of October 28, 2016 (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 wit

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RIMINI STREET, INC.
Financing Agreement • June 30th, 2017 • GP Investments Acquisition Corp. • Wholesale-furniture & home furnishings • New York

* The last column is included solely for informational purposes, and is not part of the calculation of the actual Commitment Fee.

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Contract
GP Investments Acquisition Corp. • June 30th, 2017 • Wholesale-furniture & home furnishings • New York
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