Item 7.01 above is
incorporated into this Item 8.01 by reference.
Forward Looking Statements
Certain statements included in this communication
are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "may", "should",
"would", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential", "seem", "seek", "continue", "future", "will", "expect",
"outlook" or other similar words, phrases or expressions. These forward-looking statements include, but are not limited
to, statements regarding our industry, future events, the proposed transaction between GPIAC and Rimini Street, including the anticipated
initial enterprise value and post-closing equity value as well as expected transaction structure and post-closing management, the
estimated or anticipated future results and benefits of GPIAC and Rimini Street following the transaction, including the likelihood
and ability of the parties to successfully consummate the proposed transaction, the expected post-transaction ownership and cash
and debt balances, the expected timing of the closing of the transaction, future opportunities for the combined company, Rimini
Street's 2017 and 2018 revenue, adjusted EBITDA and unlevered free cash flow estimates and forecasts of other financial and performance
metrics, estimates of Rimini Street's total addressable market, and projections of customer savings. These statements are based
on various assumptions and on the current expectations of GPIAC and Rimini Street management and are not predictions of actual
performance, nor are these statements of historical facts. These statements are based on the current expectations of GPIAC and
Rimini Street management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties
regarding GPIAC's and Rimini Street's respective businesses and the transaction, and actual results may differ materially. These
risks and uncertainties include, but are not limited to, changes in the business environment in which GPIAC and Rimini Street operate,
including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry
in which Rimini Street operates; adverse litigation developments; inability to refinance existing debt on favorable terms; changes
in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably;
the loss of one or more members of GPIAC's or Rimini Street's management team; the inability of the parties to successfully or
timely consummate the proposed transaction, including the risk that the required regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction
or that the approval of the stockholders of GPIAC and/or the stockholders of Rimini Street for the transaction is not obtained;
failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction
or a delay or difficulty in integrating the businesses of GPIAC and Rimini Street; uncertainty as to the long-term value of GPIAC
common stock; the inability to realize the expected amount and timing of cost savings and operating synergies; those discussed
in GPIAC's Annual Report on Form 10-K for the year ended December 31, 2016 under the heading "Risk Factors," as updated
from time to time by GPIAC's Quarterly Reports on Form 10-Q and other documents of GPIAC on file with the Securities and Exchange
Commission ("SEC") or in the joint proxy statement/prospectus that will be filed with the SEC by GPIAC. There may be
additional risks that neither GPIAC nor Rimini Street presently know or that GPIAC and Rimini Street currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements provide GPIAC's and Rimini Street's expectations, plans or forecasts of future events and views as of the date of this
communication. GPIAC and Rimini Street anticipate that subsequent events and developments will cause GPIAC's and Rimini Street's
assessments to change. However, while GPIAC and Rimini Street may elect to update these forward-looking statements at some point
in the future, GPIAC and Rimini Street specifically disclaim any obligation to do so. These forward-looking statements should not
be relied upon as representing GPIAC's and Rimini Street's assessments as of any date subsequent to the date of this communication.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to buy or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction in connection with the proposed business combination between Rimini Street
and GPIAC or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law.
Important Information For Investors
And Stockholders
In connection with the transactions referred
to in this communication, GPIAC expects to file a registration statement on Form S-4 with the SEC containing a preliminary joint
proxy statement of GPIAC and Rimini Street that also constitutes a preliminary prospectus of GPIAC. After the registration statement
is declared effective GPIAC and Rimini Street will mail a definitive joint proxy statement/prospectus to stockholders of GPIAC
and stockholders of Rimini Street.
This communication is not a substitute
for the joint proxy statement/prospectus or registration statement or for any other document that GPIAC may file with the SEC and
send to GPIAC's stockholders and/or Rimini Street's stockholders in connection with the proposed transactions. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies
of the joint proxy statement/prospectus (when available) and other documents filed with the SEC by GPIAC through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by GPIAC are available free of charge by contacting
GPIAC at 150 E. 52nd Street, Suite 5003, New York, New York 10022, Attn: Investor Relations.
Participants in the Solicitation
GPIAC and its directors and executive officers
and other persons may be may be considered participants in the solicitation of proxies with respect to the proposed transactions
under the rules of the SEC. GPIAC and Rimini Street and their respective directors and certain of their respective executive officers
may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the
SEC. Information about the directors and executive officers of GPIAC is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2016, which was filed with the SEC on March 16, 2017. Additional information regarding the participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also
be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
These documents can be obtained free of charge from the sources indicated above.