Rimini Street Inc

During the quarter ended September 30, 2024, none of our directors or officers informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below.

The Company’s RSU and PSU notice and award agreements provide that, upon the settlement of awards subject to such agreements, such number of shares of Company Common Stock as the Company determines appropriate to satisfy associated minimum statutory tax withholding obligations shall automatically be sold on the awardee’s behalf, with the sale proceeds remitted to the appropriate taxing authorities. This provision may constitute a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). Certain of our executive officers have elected to automatically sell such number of shares of Company Common Stock as to generate cash proceeds in excess of the amount needed to satisfy associated minimum statutory tax withholding obligations (at an identified rate)upon settlement of future RSU and/or PSU awards, with all sale proceeds remitted to appropriate taxing authorities.

Seth A. Ravin — Amended and Restated Employment Agreement

On October 29, 2024, the Company entered into an amendment and restatement of the employment agreement of the Company’s Chief Executive Officer, Chairman of the Board and President, Mr. Ravin (the “Amended Employment Agreement”), which will replace Mr. Ravin’s prior Amended and Restated Employment Agreement dated as of January 6, 2017, as previously amended.

Under the Amended Employment Agreement, among other revisions, Mr. Ravin’s indemnification and advancement rights have been enhanced in certain respects, including that he will be indemnified by the Company for expenses he incurs to comply with an order or equitable relief issued by a court or arbitral body in a proceeding, particularly as relates to Specified Litigation (as defined in the Amended Employment Agreement) between the Company and Oracle. Additionally, the Company will indemnify Mr. Ravin for expenses arising from a proceeding initiated by Mr. Ravin against the Company, if approved by the Company’s Board of Directors prior to its initiation or if relating to or arising out of Specified Litigation and reasonable expenses he incurs in a proceeding he initiates against the Company in good faith for purposes of enforcing his rights under the Amended Employment Agreement or his indemnification agreement where is successful on the particular issue, claim or proceeding.

In addition, under the Amended Employment Agreement, the definition of “Cause” has been adjusted to clarify and refine the definition of conduct that will constitute Cause for the Company to terminate Mr. Ravin’s employment without providing severance, including by requiring that certain breaches or conduct by Mr. Ravin be material or have a material adverse effect on the Company’s business, introducing a 30-day cure period for certain actions, and increasing the period during which Mr. Ravin may cure a material breach of the Amended Employment Agreement from 15 days to 30 days. Additionally, the definition of “Good Reason” under the Amended Employment Agreement has been expanded so that Mr. Ravin may resign for Good Reason and qualify for severance upon any reduction in his base pay or target bonus opportunity, other than where the same level of reduction applies to other executive officers.

Mr. Ravin must comply with restrictive covenants that have been reinstated by means of the Amended Employment Agreement, as such covenants had previously expired. Under such restrictive covenants which survive for a five year period following the date of the Amended Employment Agreement, both during his employment with the Company and for two years thereafter, Mr. Ravin must not engage in or be involved in any way with a competitive business and must not induce or attempt to induce any customer, employee, consultant or other business relation to cease doing business with or providing services to the Company or any of its subsidiaries or in any way interfere with the relationship between any such business relation and the Company and its subsidiaries.

The Amended Employment Agreement also reflects previously approved market-based adjustments to Mr. Ravin’s base salary ($500,000) and target annual non-equity incentive compensation ($500,000) effective as of May 1, 2024.

The foregoing description of the Amended Employment Agreement is qualified in its entirety by reference to the full text of the Amended Employment Agreement, a copy of which isfiled as Exhibit 10.1 to this Quarterly Report on Form 10-Q and which is incorporated by reference herein.