Exhibit 4.1


 


EXECUTION VERSION


 


RIMINI STREET, INC.


 


PREEMPTIVE RIGHTS AGREEMENT


 


DATED AS OF DECEMBER
7, 2017


 




     


     


    

 


PREEMPTIVE RIGHTS AGREEMENT


 


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”).


 


BACKGROUND


 


		A.	Rimini Street, Inc.,
a Nevada Corporation (‘‘Pre-Closing Rimini Street’’), and the Adams Street Holders (among
other parties), were parties to that certain Amended and Restated Stockholders’ Agreement dated as of October 31, 2016 (the
“Prior Agreement”).



 


		B.	Pre-Closing Rimini Street
is a party to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 16,
2017 (as amended) by and among GP Investments Acquisition Corp., a Cayman Islands exempted company (“GPIA”),
Let’s Go Acquisition Corp., GPIA’s wholly-owned subsidiary (‘‘Let’s Go’’), Pre-Closing
Rimini Street, and, solely in his capacity as the initial Holder Representative for the limited purposes set forth therein, Robin
Murray.



 


		C.	Among other things, the Merger Agreement provides for the merger of Let’s Go with and into
Pre-Closing Rimini Street, with Pre-Closing Rimini Street surviving the merger (the ‘‘First Merger’’),
with the surviving corporation then merging with and into GPIA (which was a corporation incorporated in the State of Delaware,
following its domestication, with GPIA surviving the merger (the ‘‘Second merger’’ and, together
with the First Merger, the ‘‘Mergers’’) and renamed ‘‘Rimini Street, Inc.’’
(i.e., the Company).



 


		D.	The Mergers were consummated on October 10, 2017.



 


		E.	As a result of the consummation of the Mergers, the Prior Agreement will terminate in accordance
with its terms.



 


		F.	Immediately following the consummation of the Mergers, the Adams Street Holders, collectively,
as well as the GP Holders, hold a substantial portion of the issued and outstanding capital stock of the Company.



 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, parties hereto agree as follows:


 


ARTICLE
1


 


INTERPRETATION


 


1.1       Definitions.
In this Agreement, the following terms shall have the meanings set out below unless the context requires otherwise:


 


“Affiliate”
or “Affiliated” means, with respect to any Person, (i) any other Person who directly or indirectly Controls
or is under common Control with, that Person, or (ii) any other Person that owns or controls five percent (5%) or more of
any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security)
of that Person or any of its affiliates.


 




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“Agreement”
means this Agreement, as it may be amended or supplemented from time to time, and the expressions “hereof”, “herein”,
“hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to
any particular Section or other portion of this Agreement.


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the place
where the registered office of the Company is located.


 


“Common
Stock” means the shares of the Company’s common stock.


 


“Control”
means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person
whether through the ownership of equity interests or voting securities, by contract, or otherwise.


 


“Governmental
Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory
or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.


 


“Governmental
Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered
by or with any Governmental Authority.


 


“including”
means including without limitation, and “includes” means includes without limitation.


 


“Law”
means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Major
Holder” means each Holder who, in each case giving effect to the provisions of Section 3.15, continues
to own at least five percent (5%) of the Company’s issued and outstanding Common Stock.


 


“Person”
is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization,
the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors,
administrators or other legal representatives of an individual in such capacity.


 


“Preferred
Stock” means any shares of any series of preferred stock of the Company.


 


“Shares”
means:


 


(a)        shares
of Common Stock;


 


(b)       shares
of Preferred Stock;


 


(c)        rights,
warrants, options and other instruments issued by the Company which entitle the holder, either under all circumstances or under
some circumstances, to acquire from the Company shares in the capital stock of the Company; and


 




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(d)       instruments
which are convertible or exchangeable, either under all circumstances or under some circumstances, into any of the foregoing.


 


1.2         Headings.
The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Agreement.


 


1.3         Number
and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words
importing gender include all genders.


 


1.4         Business
Days. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which
is not a Business Day, then such payment or action shall be made or taken on the next Business Day.


 


1.5         Currency
and Payment Obligations. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement
are stated in United States dollars and any payment contemplated by this Agreement shall be made by cash, certified check or any
other method that provides immediately available funds.


 


1.6         Statute
References. Any reference in this Agreement to any statute or any section thereof shall, unless otherwise expressly stated,
be deemed to be a reference to such statute or section as amended, restated, re-enacted or replaced from time to time.


 


1.7         Section
References. Unless the context requires otherwise, references in this Agreement to Articles and Sections are to Articles and
Sections of this Agreement.


 


ARTICLE
2


 


PRE-EMPTIVE
RIGHTS


 


2.1         Right
of First Refusal to Major Holders. The Company hereby grants to each Major Holder the right of first refusal to purchase
its pro rata share of New Securities (as defined in Section 2.2) which the Company may, from time to time, propose
to sell and issue after the date of this Agreement. A Major Holder’s “pro rata share,” for purposes of this right
of first refusal, is equal to the ratio of (a) the number of shares of Common Stock owned by such Major Holder immediately prior
to the issuance of New Securities to (b) the total number of shares of Common Stock outstanding immediately prior to the issuance
of New Securities (assuming full conversion or exercise of all then outstanding convertible securities, rights, options and warrants).


 


2.2         New
Securities. “New Securities” shall mean any capital stock (including Common Stock and/or Preferred
Stock) and debt securities of the Company whether now authorized or not, and rights, convertible securities, options or warrants
to purchase capital stock, and securities of any type whatsoever that are, or may become, exercisable or convertible into capital
stock; provided that the term “New Securities” does not include:


 


(a)       the
Shares issued as of the date hereof;


 


(b)       securities
issued or issuable to officers, employees, directors, consultants, placement agents, and other service providers of the Company
(or any subsidiary) pursuant to stock grants, option plans, purchase plans, agreements or other employee stock incentive programs
or arrangements approved by the Board;


 




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(c)       securities
issued pursuant to the conversion or exercise of warrants outstanding as of the date of this Agreement;


 


(d)       securities
issued or issuable as a dividend or distribution on Preferred Stock of the Company;


 


(e)       securities
issued or issuable pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of
the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board;


 


(f)        securities
issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other
similar agreements or strategic partnerships approved by the Board;


 


(g)       any
debt obligations incurred or issued by the Company or its subsidiaries pursuant to, or in connection with, any financing facilities
or other debt instruments arranged by Colbeck Capital Management LLC or any of its Affiliates;


 


(h)       any
right, option or warrant to acquire any security convertible into the securities excluded from the definition of New Securities
pursuant to subsections (a) through (g) above; and


 


(i)       debt
obligations under credit agreements with banks, equipment lessors or other financial institutions pursuant to a commercial leasing
or debt financing transaction approved by the Board.


 


2.3         Notice
of Sale. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Major Holder
written notice (in accordance with Section 3.2 hereof) of its intention, describing (i) the type of New Securities, (ii)
their price or method of determining their price and (iii) the general terms upon which the Company proposes to issue the same.
Each Major Holder shall have ten (10) days after any such notice is received (in accordance with Section 3.2 hereof) to
agree to purchase such Major Holder’s pro rata share of such New Securities for the price and upon the terms specified in
the notice by giving written notice to the Company, and stating therein the quantity of New Securities to be purchased. The parties
hereto acknowledge and agree that any such notice delivered pursuant to this Section 2.3 shall be treated confidentially
by each recipient thereof.


 


2.4         Election
Period. In the event the Holders fail to exercise the right of first refusal within said ten (10) day period (the “Election
Period”), the Company shall have ninety (90) days thereafter to sell that portion of the New Securities with respect
to which the Major Holders’ right of first refusal option set forth in this  ARTICLE 2 was not exercised, at
a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to Major Holders
delivered pursuant to Section 2.3. In the event the Company has not sold within such ninety (90) day period following
the Election Period, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities
to the Major Holders in the manner provided in this ARTICLE 2.


 


2.5         Expiration.
The right of first refusal granted under this Agreement shall expire upon, and shall not be applicable to, any offering of securities
following the Termination Date.


 




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ARTICLE
3


 


GENERAL


 


3.1         Amendment.
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Agreement and signed by the Company and each of the Holders who are adversely
affected by such amendment, waiver, discharge or termination. Any such amendment, waiver, discharge or termination effected in
accordance with this paragraph shall be binding upon each party to this Agreement.


 


3.2         Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given when delivered
(i) in person, (ii) after posting in the United States mail having been sent registered or certified mail return receipt requested,
postage prepaid, (iii) by FedEx or other nationally recognized overnight delivery service, or (iv) by telecopy or email (in each
case in this clause (iv), solely if receipt is confirmed and, in the case of email, excluding any automated reply, such as an out-of-office
notification), addressed as follows:


 





	If to the Company:	 	Rimini Street, Inc. 
	 	 	3993 Howard Hughes Parkway, Suite 500 
	 	 	Las Vegas, NV 89169 
	 	 	Attention:	Daniel B. Winslow 
	 	 	 	Senior Vice President and General Counsel 
	 	 	Telecopy No.:	(702) 973-7491 
	 	 	Email: dwinslow@riministreet.com
	 	 	 
	With a copy (which shall not constitute notice) to:	 	Wilson Sonsini Goodrich & Rosati Professional Corporation 
	 	 	1 Market Plaza
	 	 	San Francisco, California 94105
	 	 	Attention: Mike Ringler 
	 	 	Telecopy No.:	+1 (415) 947-2099 
	 	 	Email: mringler@wsgr.com
	 	 	 
	If to the GP Holders:	 	GPIC, Ltd.
	 	 	150 E. 52nd Street, Suite 5003 
	 	 	New York, NY 10022 
	 	 	Attention: Antonio Bonchristiano 
	 	 	Telecopy No.:	+1 (212) 430-4365 
	 	 	 	+ 55 11 3556-5566
	 	 	Email:  Antonio.bonchristiano@gp-investments.com
	 	 	 
	With a copy (which shall not constitute notice) to:	 	GP Investimentos, Ltda.
	 	 	Av. Brig. Faria Lima, 3900 - 7th floor
	 	 	04538-132  São Paulo – Brazil
	 	 	Attention: Ana Roson 
	 	 	Telecopy No.:	55 11 3556-5566
	 	 	Email:  ana.roson@gp-investments.com




 


 






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	If to the Adams Street Holders:	 	To the addresses set forth on Schedule A
	 	 	 
	With a copy (which shall not constitute notice) to:	 	Adams Street Partners, Inc.
	 	 	2500 Sand Hill Road, Suite 100
	 	 	Menlo Park, CA 94025
	 	 	Attn: Robin Murray
	 	 	Facsimile: (650) 331-4861
	 	 	 
	 	 	and
	 	 	 
	 	 	DLA Piper LLP (US)
	 	 	401 Congress Avenue, Suite 2500
	 	 	Austin, TX 78701-3799
	 	 	Attn: John J. Gilluly, III
	 	 	Facsimile: (512) 721-2290




 


3.3         Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or
the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware,
without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit
the application of Laws of another jurisdiction.


 


3.4         Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by a Holder without such
permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall
be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Notwithstanding
the foregoing provisions of this Section 3.4, (a) any Adams Street Holder shall have the right, without the need for any
consent, to assign its rights pursuant to ARTICLE 2 hereof to any of its Affiliates, which Affiliates shall, upon
the purchase of any New Securities, join this Agreement as additional Adams Street Holders, and (b) any GP Holder shall have the
right, without the need for any consent, to assign its rights pursuant to ARTICLE 2 hereof to any of its Affiliates, which
Affiliates shall, upon the purchase of any New Securities, join this Agreement as additional GP Holders.


 


3.5         Entire
Agreement. This Agreement and the exhibits hereto constitute the entire agreement among the parties relating to the
transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered
into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby.
No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated
by this Agreement exist between the parties except as expressly set forth in this Agreement.


 


3.6         Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right,
power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement,
shall be cumulative and not alternative.


 




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3.7         Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to
any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary
to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent
necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable
with a valid and enforceable provision giving effect to the intent of the parties.


 


3.8         Waiver.
A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the parties
to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party to this
Agreement in respect of any default, breach, non-observance or by anything done or omitted to be done by another party to this
Agreement. The waiver by a party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of
that party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-compliance (whether
of the same or any other nature).


 


3.9         No
Partnership. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Holder the partner of
any other Holder.


 


3.10       Telecopy
Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof.


 


3.11       Captions;
Counterparts.   The captions in this Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


3.12       Jurisdiction;
Waiver of Jury Trial.


 


(a)       Any
proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought
in the Court of Chancery of the State of Delaware (or, to the extent such Court does not have subject matter jurisdiction, the
Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the
District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such
proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum,
agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees
not to bring any proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby in any
other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted
by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to
enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 3.12.


 




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(b)       Each
party acknowledges and agrees that any controversy which may arise under this Agreement and the transactions contemplated hereby
is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably, unconditionally and voluntarily
waives any right such party may have to a trial by jury in respect of any action, suit or proceeding directly or indirectly arising
out of or relating to this Agreement or any of the transactions contemplated hereby.


 


3.13       Further
Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things
as may be necessary to more fully effectuate this Agreement.


 


3.14       Effectiveness.
Notwithstanding anything to the contrary herein, this Agreement shall only come into effect upon the receipt by the Company of
a consent to enter into this Agreement by the Required Lenders (under and as such term is defined in the Financing Agreement, dated
as of June 24, 2016 (as amended from to time) among the Company, each subsidiary of the Company party thereto as a Guarantor (if
any), the Lenders (hereinafter, as defined therein), Cortland Capital Market Services LLC, as collateral agent and as administrative
agent for such Lenders, and CB Agent Services LLC, as origination agent for such Lenders).


 


3.15       Termination.
Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate (the
date upon which such termination shall occur, the “Termination Date”) upon the earlier of:


 


(a)       the
acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without
limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising
purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding
immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting
securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders
prior to such transaction, more than fifty percent (50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such transaction or series of transactions;


 


(b)       a
sale, lease or other conveyance of all or substantially all of the assets or intellectual property of the Company;


 


(c)       the
date upon which there are no Major Holders; or


 


(d)       the
fifth (5th) anniversary of the date hereof.


 


3.16       Aggregation
of Stock. All securities held or acquired by Affiliated entities (including Affiliated venture capital funds) or persons
and by the partners, members or other equity owners, or retired partners, retired members or other equity owners, of a party hereto
shall be aggregated together for purposes of determining the availability of any rights under this Agreement.


 


(Remainder of Page
Intentionally Left Blank)


 




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The parties are signing
this Preemptive Rights Agreement as of the date stated in the introductory clause.


 


	 	COMPANY:
	 	 
	 	RIMINI STREET, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Seth A. Ravin
	 	 	 
	 	Name:	Seth A. Ravin
	 	 	 
	 	Title:	Chief Executive Officer


 


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Rights Agreement


 




     


     


    

 


	 	GP Holders:
	 	 
	 	GPIC, Ltd.,
	 	a Bermuda company
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	Antonio Bonchristiano, Authorized Signatory
	 	 	 
	 	RMNI InvestCo, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	Antonio Bonchristiano, Authorized Signatory
	 	 	 
	 	GPIAC, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	Antonio Bonchristiano, Authorized Signatory


 


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	 	ADAMS STREET HOLDERS:
	 	 
	 	ADAMS STREET 2007 DIRECT FUND, L.P.
	 	 
	 	By: ASP 2007 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2008 DIRECT FUND, L.P.
	 	 
	 	By: ASP 2008 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2009 DIRECT FUND, L.P.
	 	 
	 	By: ASP 2009 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2013 DIRECT FUND, L.P.
	 	 
	 	By: ASP 2013 Direct Management, LP, its General Partner
	 	 
	 	By: ASP 2013 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2014 DIRECT FUND, L.P.
	 	 
	 	By: ASP 2014 Direct Management, LP, its General Partner
	 	 
	 	By: ASP 2014 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2015 DIRECT VENTURE/GROWTH FUND, L.P.
	 	 
	 	By: ASP 2015 Direct Management, LP, its General Partner
	 	 
	 	By: ASP 2015 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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	 	ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND, L.P.
	 	 
	 	By: ASP 2016 Direct Management, LP, its General Partner
	 	 
	 	By: ASP 2016 Direct Management, LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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Rights Agreement


 




     


     


    

 


	 	ADAMS STREET VENTURE/GROWTH FUND VI, L.P.
	 	 
	 	By: ASP VG Management VI LP, its General Partner
	 	 
	 	By: ASP VG Management VI LLC, its General Partner
	 	 
	 	By: Adams Street Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ Robin P. Murray
	 	 	 
	 	Name:	Robin P. Murray
	 	 	 
	 	Title:	Partner


 


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SCHEDULE A-1


 





	Holder	 	Number of Existing Shares
	 	 	 
	GPIC, Ltd.	 	Common Stock: none
	150 E. 52nd Street, Suite 5003 	 	 
	New York, NY 10022 	 	 
	Attention: Antonio Bonchristiano 	 	 
	Telecopy No.:	+1 (212) 430-4365 	 	 
	 	+ 55 11 3556-5566	 	 
	 	 	 
	RMNI InvestCo, LLC 	 	Common Stock: 3,600,000
	c/o GPIC, Ltd.	 	 
	150 E. 52nd Street, Suite 5003 	 	 
	New York, NY 10022 	 	 
	Attention: Antonio Bonchristiano 	 	 
	Telecopy No.:	+1
(212) 430-4365 	 	 
	 	+ 55 11 3556-5566	 	 
	 	 	 
	GPIAC, LLC 	 	Common Stock: 4,252,500   
	c/o GPIC, Ltd.	 	
	150 E. 52nd Street, Suite 5003 	 	Warrants for common
    stock:  6,062,500
	New York, NY 10022 	 	 
	Attention: Antonio Bonchristiano 	 	 
	Telecopy No.:	+1
(212) 430-4365 	 	 
	 	+ 55 11 3556-5566	 	 


 




     


     


    

 


SCHEDULE A-2


 


	Holder	 	Number of Existing Shares
	 	 	 
	Adams Street 2007 Direct Fund, L.P. 	 	Common Stock: 4,325,820
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 
	 	 	 
	Adams Street 2008 Direct Fund, L.P. 	 	Common Stock: 4,875,911
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 
	 	 	 
	Adams Street 2009 Direct Fund, L.P. 	 	Common Stock: 4,272,039
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 
	 	 	 
	Adams Street 2013 Direct Fund, L.P. 	 	Common Stock: 1,313,301
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 
	 	 	 
	Adams Street 2014 Direct Fund, L.P. 	 	Common Stock: 1,786,318
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 


 




     


     


    

 


	Holder	 	Number of Existing Shares
	 	 	 
	Adams Street 2015 Direct Venture/Growth Fund, L.P. 	 	Common Stock: 1,371,200
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891	 	 
	 	 	 
	Adams Street 2016 Direct Venture/Growth Fund, L.P. 	 	Common Stock: 1,353,906
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891 	 	 
	 	 	 
	Adams Street Venture/Growth Fund VI, L.P. 	 	Common Stock: 3,982,079
	c/o Adams Street Partners, LLC 	 	 
	One North Wacker Drive, 	 	 
	Suite 2200 Chicago, IL 60606	 	 
	Telecopy No..:	(312) 553-7891