ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 5, 2021, Rimini Street, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Kingstown Partners II, L.P., Kingstown Partners Master Ltd., Kingstown 1740 Fund LP and Kingfishers LP, which are affiliated funds (collectively, the "Kingstown Sellers"), to purchase, effective as of January 5, 2021, 10,000 shares of the Company's 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and all associated obligations pursuant to the Company's Convertible Secured Promissory Notes outstanding and held by the Kingstown Sellers in respect thereof, from the Kingstown Sellers for an aggregate purchase price of approximately $8.95 million, representing a 10% discount to the face value of such shares of Series A Preferred Stock with no included or required make-whole dividend adjustment. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties and mutual waivers by the parties in respect of such shares of Series A Preferred Stock.

Upon the closing of the transactions contemplated by the Stock Purchase Agreement, the shares of Series A Preferred Stock purchased by the Company are being retired and are not eligible for re-issuance by the Company in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock. As of the closing, since October 30, 2020, the Company has purchased and retired a total 15,000 shares of its Series A Preferred Stock for an aggregate purchase price of approximately $13.5 million.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.




ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



 Exhibit No.      Exhibit Title

     10.1           Stock Purchase Agreement dated     January     5    , 202    1
     104          Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)



                                       1

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses