Rimini Street Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules:
Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II. All financial statement schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.
(b) Exhibits. Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
The exhibits listed in the following Exhibit Index are filed or incorporated by reference as part of this Report. The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
| 2.1* | Agreement and Plan of Merger by and among the Registrant, GPIA, Let’s Go, and the Holder Representative named therein, dated as of May 16, 2017 | 8-K | 001-37397 | 2.1 | May 17, 2017 |
| 2.2* | Amendment No. 1 to Agreement and Plan of Merger by and among the Registrant, GPIA, Let’s Go, and the Holder Representative named therein, dated as of June 30, 2017 | 8-K | 001-37397 | 2.1 | June 30, 2017 |
| 3.1* | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-37397 | 3.1 | October 16, 2017 |
| 3.2* | Amended and Restated Bylaws of the Registrant | 10-Q | 001-37397 | 3.2 | November 1, 2023 |
| 4.1* | Form of Common Stock Certificate of the Registrant | S-4 | 333-219101 | 4.5 | June 30, 2017 |
| 4.2+ | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 | ||||
| 4.3* | Form of warrant certificate of the Registrant | S-1 | 333-203500 | 4.3 | April 17, 2015 |
| 4.4* | Warrant Agreement by and between GPIA and Continental Stock Transfer & Trust Company, dated as of May 19, 2015 | 8-K | 001-37397 | 4.1 | June 1, 2015 |
-100-
| 4.5* | Warrant Consent and Conversion Agreement by and among the Registrant, GPIA and CB Agent Services LLC, dated as of May 16, 2017 | S-4 | 333-219101 | 4.8 | June 30, 2017 |
|---|---|---|---|---|---|
| 4.6* | Registration Rights Agreement, dated July 19, 2018 | 8-K | 001-37397 | 10.1 | July 19, 2018 |
| 4.7* | Registration Rights Agreement, dated March 7, 2019 | 8-K/A | 001-37397 | 10.2 | March 12, 2019 |
| 4.8* | Amended and Restated Investors’ Rights Agreement, dated October 31, 2016, between Rimini Street, Inc., a Nevada corporation, and certain holders of Rimini Street, Inc.’s, a Nevada corporation’s, capital stock named therein | S-4 | 333-21910 | 4.7 | June 30, 2017 |
| 10.1* | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | 8-K | 001-37397 | 10.1 | October 16, 2017 |
| 10.2*† | Rimini Street, Inc. 2007 Stock Plan, including form agreements under the 2007 Stock Plan | S-4 | 333-219101 | 10.19 | June 30, 2017 |
| 10.3*† | Rimini Street, Inc. 2013 Equity Incentive Plan, including form agreements under the 2013 Equity Incentive Plan | S-4/A | 333-219101 | 10.20 | August 9, 2017 |
| 10.4*† | Form of RSU Award Agreement under the 2013 Equity Incentive Plan effective February 23, 2021 | 10-K | 001-37397 | 10.4 | March 3, 2021 |
| 10.5*† | Form of Notice of Performance Unit Grant and Global Performance Unit Award Agreement under the 2013 Equity Incentive Plan Effective April 1, 2023 | 8-K | 001-37397 | 10.1 | April 6, 2023 |
| 10.6*† | Rimini Street, Inc. Executive Incentive Compensation Plan | S-4/A | 333-219101 | 10.52 | August 9, 2017 |
| 10.7*† | Amended and Restated Employment Agreement by and between the Registrant and Seth A. Ravin, dated as of January 6, 2017 | S-4 | 333-219101 | 10.21 | June 30, 2017 |
| 10.8*† | Amendment dated June 3, 2020 to the Amended and Restated Employment Agreement by and between the Registrant and Seth A. Ravin dated as of January 6, 2017 | 8-K | 001-37397 | 10.2 | June 5, 2020 |
| 10.9*† | Second Amendment dated as of April 1, 2023 to Amended and Restated Employment Agreement by and between Rimini Street, Inc. and Seth A. Ravin dated as of January 6, 2017 | 8-K | 001-37397 | 10.2 | April 6, 2023 |
| 10.10*† | Offer Letter to Michael Perica dated August 28, 2020 | 8-K | 001-37397 | 10.1 | October 1, 2020 |
| 10.11*† | Non-Employee Director Compensation Policy Effective January 1, 2021 | 8-K | 001-37397 | 10.1 | December 23, 2020 |
| 10.12* | Rimini Street, Inc. Employee Stock Purchase Plan | 8-K | 001-37397 | 10.1 | June 8, 2018 |
| 10.13* | Credit Agreement dated as of July 2, 2021, by and among Rimini Street, Inc., as borrower, the lenders party thereto and Capital One, National Association, as a lender and as agent for all lenders | 8-K | 001-37397 | 10.1 | July 8, 2021 |
| 10.14* | Guaranty and Security Agreement dated as of July 2, 2021, by and among Rimini Street, Inc., the other grantors named therein, and Capital One, National Association, as agent | 8-K | 001-37397 | 10.2 | July 8, 2021 |
| 10.17* | Amendment No. 1 dated as of July 20, 2021, to that certain Credit Agreement dated as of July 2, 2021 by and among Rimini Street, Inc., as borrower, certain subsidiaries of Rimini Street, Inc., as guarantors, the lenders party thereto, Capital One, National Association, as a lender and administrative agent for all lenders, and the financial institutions identified on the signature pages thereto | 8-K | 001-37397 | 10.1 | July 21, 2021 |
| 10.18* | Amendment No. 2 dated as of January 14, 2022, to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated as of July 20, 2021, by and among Rimini Street, Inc., as borrower, certain subsidiaries of Rimini Street, Inc., as guarantors, the lenders party thereto, Capital One, National Association, as a lender and administrative agent for all lenders, and the financial institutions identified on the signature pages thereto | 8-K | 001-37397 | 10.1 | January 18, 2022 |
| 10.17* | Amendment No. 3 dated as of May 31, 2022, to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated as of July 20, 2021, and Amendment No. 2 thereto dated as of January 14, 2022, by and among Rimini Street, Inc., as borrower, certain subsidiaries of Rimini Street, Inc., as guarantors, the lenders party thereto, Capital One, National Association, as a lender and administrative agent for all lenders, and the financial institutions identified on the signature pages thereto | 8-K | 001-37397 | 10.1 | June 1, 2022 |
| 10.18* | Amendment No. 4 dated as of February 22, 2023, to that certain Credit Agreement dated as of July 2, 2021, as amended by Amendment No. 1 thereto dated as of July 20, 2021, Amendment No. 2 thereto dated as of January 14, 2022, and Amendment No. 3 thereto dated as of May 21, 2022, by and among Rimini Street, Inc., as borrower, certain subsidiaries of Rimini Street, Inc., as guarantors, the lenders party thereto, Capital One, National Association, as a lender and administrative agent for all lenders, and the financial institutions identified on the signature pages thereto | 8-K | 001-37397 | 10.1 | February 23,2023 |
| 21.1+ | List of subsidiaries of the Registrant | ||||
| 23.1+ | Consent of KPMG LLP, Independent Registered Public Accounting Firm | ||||
| 31.1+ | Certification of Seth A. Ravin, Chief Executive Officer and President, Pursuant to Rule 13a-14(a) | ||||
| 31.2+ | Certification of Michael L. Perica, Chief Financial Officer, Pursuant to Rule 13a-14(a) | ||||
| 32.1++ | Certification of Seth A. Ravin, Chief Executive Officer and President, Pursuant to 18 U.S.C. Section 1350 | ||||
| 32.2++ | Certification of Michael L. Perica, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350 | ||||
| 97.1+ | Policy Relating to Recovery of Erroneously Awarded Compensation | ||||
| 101.INS+ | Inline XBRL Instance Document | ||||
| 101.SCH+ | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL + | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| 101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| 101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104+ | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | ||||
- Previously filed and incorporated herein by reference.
- Filed herewith.
++ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
† Management contract or compensatory plan or arrangement.
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