Exhibit 10.2
LOAN AGREEMENT
This agreement (this“Agreement”)is to confirmand acknowledgethat GPIC,Ltd.(“GPIC”)has, priortothe date of this Agreement,loaned to GP Investments AcquisitionCorp.(the“Company”)an aggregate of $2,980,631(“Loan Amount”).The Loan Amount wasloaned to the Company pursuant to the commitment letter datedFebruary 2017 (the‘Commitment Letter”),which providedthatGPIC committed toprovide loans to the Company up to the amountof $3,400,000.
As evidenced bythe execution of this Agreement,the total amount of fundsloaned byGPIC tothe Company is $2,980,631,being the LoanAmount. The Loan Amount is outstanding pursuant to,and governed bythe terms of,this Agreement.
The Loan Amountoutstandingunder this Agreement is unsecuredand non-interestbearing.
It is hereby agreed between GPIC and the Company that the LoanAmount shall become immediatelydue and payable on the date upon which the outstanding principalamount ofall Term Loan(asdefined in the Credit Facility) is equal to or less than$95,000,000.Asused herein,“Credit Facility”means financing agreemententered intobetween RiminiStreet,Inc. and certain lenders listed therein,Cortland Capital Market Services LLC as administrative agent and collateral agent,and CB Agent ServicesLLC as originationagent for thelenders,and the other partiesnamed therein,datedas ofJune 24,2016,as amendedfromtimeto time.
It is also agreed that if the Company does notconsummate a business combination(asdescribed inthe Company's final prospectus,datedas ofMay 19,2015), all amountsloaned to the Company hereunderwill beforgivenexcept to the extent that the Companyhasfundsavailable toit outside of its trustaccountestablished in connection with theCompany’sinitial public offering.
This Agreement isissued in replacement of andsupersedes the Commitment Letter.
This Agreement has beenexecuted on October 6, 2017by and between:
GP Investments AcquisitionCorp. | ||
By: | /s/ Antonio Bonchristiano | |
Name: | AntonioBonchristiano | |
Title: | ChiefExecutive Officer |
[SignaturePage toLoanAgreementwithGPIC, Ltd.]
GPIC, Ltd. | ||
By: | /s/ Alvaro Lopes | |
Name: | Alvaro Lopes | |
Title: | Chief FinancialOfficer |
[SignaturePage to Loan Agreementwith GPIC, Ltd.]