RMNI DEF 14A Report ended April 29, 2020

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1.	To elect the three Class III director nominees identified in the accompanying Proxy Statement to the Board of Directors of the Company, each to hold office until the 2023 annual meeting of stockholders and until his successor is elected and qualified.

2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

3.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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•	Vote using the online meeting website; and

•	Submit questions or comments in writing to the Company’s directors and officers during the meeting via the virtual-only Annual Meeting webcast.

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Q:	What is this document?

A:	This document is the Proxy Statement of Rimini Street, Inc., which is being sent to stockholders in connection with our Annual Meeting. A proxy card is also being provided with this document.

Q:	Why am I receiving these materials?

A:	You are receiving these materials because you were one of our stockholders as of the close of business on the Record Date for determining who is entitled to receive notice of and to vote at the Annual Meeting. We are soliciting your proxy ( i.e. , your permission) to vote your shares of Rimini Street common stock and/or Preferred Stock upon matters to be considered at the Annual Meeting.

Q:	Who may vote at the Annual Meeting? What are my voting rights?

A:	Our stockholders as of the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Stockholders do not have cumulative voting rights.

Q:	What proposals will be voted on at the Annual Meeting?

A:	There are two proposals to be considered and voted on at the Annual Meeting:

1.	To elect the three Class III director nominees identified in this Proxy Statement to the Board of Directors (the “ Board ”), each to serve until the 2023 annual meeting of stockholders and until his successor is elected and qualified (the “ Election of Directors ”).

2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (the “ Auditor Ratification Proposal ”).

Q:	How many shares must be represented to have a quorum and hold the Annual Meeting?

A:	The presence in person or by proxy of holders of outstanding shares representing a majority of the voting power as of the Record Date is needed for a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

Q:	How can I attend and vote at the Annual Meeting?

A:

There will be no in-person component to the Annual Meeting, which will be held virtually over the Internet via live audio webcast on Wednesday, June 3, 2020, at 12:00 p.m., Pacific Time, unless postponed or adjourned to a later date. Only stockholders of record as of the Record Date will be entitled to attend the virtual-only Annual Meeting. Any stockholder wishing to attend the virtual-only Annual Meeting must register in advance. To register for the virtual-only Annual Meeting, please follow the instructions as applicable to the nature of your ownership of our common stock or our Series A 13% Redeemable Convertible Preferred Stock contained earlier in this Proxy Statement in the section titled “Registration and Access to the 2020 Virtual-Only Annual Meeting.”

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•	Vote using the online meeting website; and

•	Submit written questions or comments to the Company’s directors and officers during the meeting via the virtual-only Annual Meeting webcast.

Q:	What if during the check-in time or during the virtual-only Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A:	The host of our virtual-only Annual Meeting platform, Continental Stock Transfer, will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the Continental Stock Transfer technical support at (917) 262-2373.

Q:	How do I cast my vote?

A:

If you are a stockholder of record on the Record Date, you may vote online during the virtual-only Annual Meeting or in advance of the Annual Meeting. You can vote in advance of the Annual Meeting by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for internet voting. Please have your proxy card with you if you are going to vote through the internet in advance of the Annual Meeting. During the virtual-only Annual Meeting, you may vote using the online meeting website. However, you will not be able to vote during the Annual Meeting unless you register for and log into the virtual meeting website, as described above in the section titled “Registration and Access to the 2020 Virtual-Only Annual Meeting.”

Q:	How do I vote if my shares are held in “street name” by a broker, bank or other nominee?

A:	If your shares are held by a broker, bank or other nominee (this is called “street name”), your broker, bank or other nominee (your “ Financial Institution ”) will send you instructions for voting those shares. Many (but not all) Financial Institutions participate in a program provided through Broadridge Investor Communication Solutions that offers internet and telephone voting options.

Q:	How do I change my vote?

A:

You may revoke your proxy and change your vote at any time before it is exercised at the Annual Meeting. You can revoke a proxy by (i) giving written notice to the Company’s secretary at the address listed on the first page of this Proxy Statement, (ii) delivering an executed, later-dated proxy or (iii) voting during the virtual-only Annual Meeting through the meeting website. However, registering for and attending the virtual-only Annual Meeting via the meeting website will not automatically revoke your proxy unless you also vote during the meeting using the meeting website or specifically request in writing that your proxy be revoked. If your shares of common stock are held in street name and you wish to change or revoke your voting instructions, you should contact your Financial Institution for information on how to do so.

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Q:	What is the voting standard for the Election of Directors?

A:	In regard to the Election of Directors, you may vote “ FOR ” all or some of the nominees or you may “ WITHHOLD ” your vote for any nominee you specify.

Q:	What is the voting standard for the Auditor Ratification Proposal?

A:	You may vote “ FOR , ” “ AGAINST ” or “ ABSTAIN ” on the Auditor Ratification Proposal.

Q:	How does the Company’s Board of Directors recommend that I vote?

A:	The Board unanimously recommends that you vote:

•	“FOR” the election of each of the Class III director nominees to the Board identified in this Proxy Statement; and

•	“FOR” the Auditor Ratification Proposal.

Q:	What are “broker votes” and “broker non-votes?”

A:

On certain “routine” matters, Financial Institutions have discretionary authority under applicable stock exchange rules to vote their customers’ shares if their customers do not provide voting instructions. When a Financial Institution votes its customers’ shares on a routine matter without receiving voting instructions (referred to as a “broker vote”), these shares are counted both for establishing a quorum to conduct business at the Annual Meeting and in determining the number of shares voted “FOR” or “AGAINST” the routine matter. For purposes of the Annual Meeting, the Auditor Ratification Proposal is considered a “routine” matter.

Q:	What information is available on the internet?

A:	A copy of this Proxy Statement and our 2019 Annual Report to Stockholders is available for download free of charge at https://www.cstproxy.com/riministreet/2020.

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Q:	What if I return my proxy card (or complete the internet voting procedures) but do not provide voting instructions?

A:	The Board has named Seth A. Ravin, our Chief Executive Officer and Chairman of the Board, and Daniel B. Winslow, Executive Vice President, Chief Legal Officer and Secretary, as official proxy holders. They will vote all proxies, or record an abstention or withholding as applicable, in accordance with the instructions you provide.

Q:	Who is soliciting my vote?

A:	Our Board is soliciting your vote for matters being submitted for stockholder approval at the Annual Meeting.

Q:	Who will bear the cost for soliciting votes for the Annual Meeting?

A:

We will bear the cost of soliciting proxies. In addition to the use of mail, our directors, officers and non-officer employees may solicit proxies in person or by telephone or other means. These persons will not be compensated for the solicitation but may be reimbursed for out-of-pocket expenses. Morrow Sodali LLC has been retained by the Company to provide broker search and materials distribution services, as well as serve as the Company’s Administration Agent for the Annual Meeting, for a fee of $7,500 plus distribution costs and other expenses. We have also made arrangements with certain Financial Institutions and other custodians to forward this material to the beneficial owners of our common stock, and we will reimburse them for their reasonable out-of-pocket expenses.

Q:	Who will count the votes?

A:	We have hired our Transfer Agent, Continental Stock Transfer, to tabulate the votes cast at the Annual Meeting and be responsible for determining whether or not a quorum is present.

Q:	Where can I find voting results of the Annual Meeting?

A:	We will announce preliminary voting results at the Annual Meeting and publish final results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting (a copy of which will be available on the “Investors Relations” subpage of our website).

Q:	May I propose actions for consideration at the next Annual Meeting of Stockholders or nominate individuals to serve as directors?

A:	You may submit proposals for consideration at future stockholder meetings, including director nominations, if you satisfy the applicable requirements. Please see “Other Matters and Additional Information” for more details.

Q:	Whom should I contact with questions about the Annual Meeting?

A:	If you have any questions about this Proxy Statement or the Annual Meeting, please contact the Rimini Street Investor Relations Department by email at IR@riministreet.com or by calling (925) 523-7636.

Q:	What if I have more than one account?

A:	Please vote proxies for all accounts so that all your shares are voted. You may be able to consolidate multiple accounts through our Transfer Agent, Continental Stock Transfer, online at www.continentalstock.com or by calling (212) 509-4000.

Q:	Will a list of stockholders entitled to vote at the Annual Meeting be available?

A:

In accordance with Delaware law, a list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting. If you want to inspect the stockholder list, call our Investor Relations department at (925) 523-7636. In addition, the list of stockholders entitled to vote at the Annual Meeting will be available for examination during the Annual Meeting via the online meeting website.

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Q:	What are the implications of being an “Emerging Growth Company”?

A:

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and currently expect to remain an emerging growth company until the last day of the fiscal year ending December 31, 2020. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all of these exemptions until such time as we are no longer an emerging growth company. We would cease to be an emerging growth company earlier than December 31, 2020 if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period. We have taken advantage of certain reduced reporting obligations in this Proxy Statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

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•	the Class I directors are Margaret (Peggy) Taylor, Thomas Ashburn and Jack L. Acosta, and their terms will expire at the 2021 annual meeting of stockholders;

•	the Class II directors are Robin Murray and Antonio Bonchristiano, and their terms will expire at the 2022 annual meeting of stockholders; and

•	the Class III directors are Seth A. Ravin, Steve Capelli and Andrew Fleiss. The terms for Messrs. Ravin and Capelli, who are nominated for re-election at the Annual Meeting, will expire at the Annual Meeting, subject to their re-election at the Annual Meeting for a new term. Mr. Fleiss’ term will expire at the Annual Meeting, and he is not standing as a candidate for re-election.

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•	selecting and hiring our independent registered public accounting firm;

•	supervising and evaluating the performance and independence of our independent registered public accounting firm;

•	approving the audit and audit fees and pre-approving any non-audit services to be performed by our independent registered public accounting firm;

•	reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;

•	reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, the quarterly reviews of our financial statements, and our publicly filed reports;

•	preparing the Audit Committee Report that the SEC requires in our annual proxy statement;

•	reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;

•	reviewing and discussing with management and the independent registered public accounting firm, the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs and on matters related to the conduct of the audit;

•	overseeing the internal audit function;

•	reviewing and discussing with management reports regarding compliance with applicable laws, regulations and internal compliance programs;

•

overseeing procedures for the treatment of complaints on accounting, internal accounting controls or audit matters, including the confidential, anonymous submission (and the appropriate treatment) of concerns submitted by Company employees ( e.g. , via the Company’s Whistleblower Hotlines) regarding accounting or auditing matters that they believe to be questionable or to be violations of the Company’s Code of Business Conduct and Ethics, the U.S. federal securities laws (or similar state and federal laws) or the Company’s Anti-Corruption Policy (including the Foreign Corrupt Practices Act and similar laws); and

•	reviewing and overseeing any related person transactions.

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•	reviewing and approving our Chief Executive Officer’s and, in consultation with our Chief Executive Officer, other executive officers’ annual base salaries, incentive compensation plans, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements, change in control agreements, and any other benefits, compensation or arrangements;

•	administering our equity compensation plans;

•	overseeing our overall compensation philosophy, compensation plans and benefits programs;

•	reviewing and evaluating director compensation; and

•	overseeing the succession planning of our executive officers and management team.

•	evaluating and making recommendations regarding the composition, organization, and governance of the Board and its committees;

•	evaluating and making recommendations regarding the creation of additional committees, a change in mandate of our committees and dissolution of our committees;

•	reviewing and making recommendations with regard to our Corporate Governance Guidelines; and

•	reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the Audit Committee.

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•

Prior to June 28, 2019, we had an outstanding loan payable to the GP Sponsor in the amount of approximately $3.0 million, which we assumed upon consummation of the Mergers, payable in installments through June 28, 2019. A current affiliate (Mr. Bonchristiano) and a former affiliate (Mr. Fleiss) of the GP Sponsor are currently members of our Board. Previously, the largest outstanding principal balance on the loan was $3.0 million. The Company made principal and interest payments on the loan totaling $2.7 million during the year ended December 31, 2019. The note was paid off on June 28, 2019.

•

As of December 31, 2019, entities affiliated with ASP and its affiliates owned approximately 35.1% of our issued and outstanding shares of common stock (excluding the preferred stock which is convertible into common stock). Mr. Murray is a partner with ASP and a member of our Board. As of December 31, 2019, ASP had voting control of approximately 30.9% of our issued and outstanding shares of common stock, including voting rights associated with 19,900 shares of our issued and outstanding Preferred Stock. For the year ended December 31, 2019, we recognized revenue for software support services to certain ASP investees for software support services for an aggregate of $1.2 million.

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•	Seth A. Ravin, our Chief Executive Officer and Chairman of the Board;

•	Daniel B. Winslow, our Executive Vice President, Chief Legal Officer and Secretary ; and

•	Julie Murphy, our Executive Vice President and Chief People Officer .

(1)

The aggregate grant date fair value for awards of restricted stock units was computed in accordance with Accounting Standards Codification (“ ASC ”) Topic 718, Compensation - Stock Compensation , of the Financial Accounting Standards Board (“ FASB ” ). A discussion of all assumptions made in the valuation of the awards is in Note 9, Stock-Based Compensation and Warrants , to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K filed with the SEC on March 16, 2020. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period.

(2)

The aggregate grant date fair value for stock option awards was computed in accordance with FASB ASC 718. A discussion of all assumptions made in the valuation of the awards is in Note 9, Stock-Based Compensation and Warrants , to our consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K filed with the SEC on March 16, 2020. For purposes of this table, the entire fair value of awards are reflected in the year of grant, without regards to estimated forfeitures, whereas under FASB ASC 718, the fair value of awards is recognized in our consolidated financial statements over the vesting period.

(3)	Represents amounts earned under our bonus program as discussed below under “Non-Equity Incentive Plan Compensation.”

(4)	Ms. Murphy commenced employment with the Company in February 2019.

(5)

This amount represents a one-time discretionary cash bonus awarded to Mr. Winslow in June 2019 in recognition of his individual contributions in negotiating the settlement of a commercial dispute with a vendor, as described further in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-Q for the quarter ended June 30, 2019, as filed with the SEC on August 8, 2019.

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(6)

In May 2019, we granted to Mr. Ravin 25,000 restricted stock units vesting in one-third increments on each of May 7, 2020, 2021 and 2022, provided that Mr. Ravin remains employed by us through the applicable vesting date. The aggregate grant date fair value ($129,250) of the restricted stock units awarded to Mr. Ravin was determined using the closing price of our common stock on the May 7, 2019 grant date of $5.17 per share.

(7)

In May 2019, we granted to Mr. Winslow 25,000 restricted stock units vesting in one-third increments on each of May 7, 2020, 2021 and 2022, provided that Mr. Winslow remains employed by us through the applicable vesting date. The aggregate grant date fair value ($129,250) of the restricted stock units awarded to Mr. Winslow in May 2019 was determined using the closing price of our common stock on the May 7, 2019 grant date of $5.17 per share. In June 2019, we granted to Mr. Winslow 200,000 restricted stock units vesting in one-third increments on each of June 18, 2020, 2021 and 2022, provided that Mr. Winslow remains employed by us through the applicable vesting date. The aggregate grant date fair value ($1,032,000) of the restricted stock units awarded to Mr. Winslow in June 2019 was determined using the closing price of our common stock on the June 18, 2019 grant date of $5.16 per share.

(8)

In May 2019, we granted to Ms. Murphy 25,000 restricted stock units vesting in one-third increments on each of May 7, 2020, 2021 and 2022, provided that Ms. Murphy remains employed by us through the applicable vesting date. The aggregate grant date fair value ($129,250) of the restricted stock units awarded to Ms. Murphy in May 2019 was determined using the closing price of our common stock on the May 7, 2019 grant date of $5.17 per share. In August 2019, we granted to Ms. Murphy 25,000 restricted stock units vesting in one-third increments on each of August 6, 2020, 2021 and 2022, provided that Ms. Murphy remains employed by us through the applicable vesting date. The aggregate grant date fair value ($117,750) of the restricted stock units awarded to Ms. Murphy in August 2019 was determined using the closing price of our common stock on the August 6, 2019 grant date of $4.71 per share.

(9)	In February 2019, we granted to Ms. Murphy a stock option award for 125,000 shares of common stock vesting in one-third increments on each of February 13, 2020, 2021 and 2022, provided that Ms. Murphy remains employed by the Company through the applicable vesting date. As determined in accordance with FASB ASC 718, the grant date fair value of the award is approximately $2.28 per share.

(10)	For 2019, All Other Compensation for Mr. Ravin is primarily comprised of rental payments of approximately $41,480 for an apartment near our California Operations Center in Pleasanton, California. Mr. Ravin maintains his primary residence near our corporate headquarters in Las Vegas, Nevada.

(11)	All Other Compensation for Mr. Winslow is primarily comprised of a $11,200 401(k) plan contribution in 2019.

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•	his failure to perform the duties and responsibilities of his position after he has been provided a written demand for performance from the Board and a cure period of 30 days;

•	any act of gross negligence or willful misconduct taken by him in connection with his employment, and in the case of gross negligence such act had a material adverse effect on our business or reputation;

•	any act of dishonesty or moral turpitude constituting fraud or embezzlement or otherwise adversely affecting our business or reputation;

•	his conviction of, or plea of nolo contendere to, a felony (other than minor traffic-related offenses);

•	his indictment or conviction for a criminal violation of state or federal securities law; or

•	any breach by him of any covenants set forth in the employment agreement which is not cured within 15 days of receipt of a written notice of breach.

•	a material reduction of his duties, authority or responsibilities;

•	a material reduction in his base compensation other than pursuant to a reduction that also is applied to substantially all of our other executives;

•	a material change in geographic location at which he must perform services (in other words, a change in geographic location of more than 50 miles); or

•	any material breach by us of the employment agreement.

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•	a change in our ownership, which is deemed to occur on the date that any one person, or more than one person acting as a group, acquires ownership of our stock that, together with the stock held by such person, constitutes more than 50% of our total voting power, except for a financing transaction approved by our Board;

•	a change in our effective control, which is deemed to occur on the date that a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election was not endorsed by a majority of the members of the Board prior to the date of appointment or election; or

•	a change in the ownership of a substantial portion of our assets, which is deemed to occur on the date that any person, or more than one person acting as a group, acquires assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition or acquisitions.

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(1)	All stock option awards have been granted under equity incentive plans approved by our stockholders.

(2)	One-half of the unexercisable portion of Mr. Ravin’s stock option award totaling 34,881 shares of common stock vested in February 2020. The remaining one-half will vest on February 6, 2021, subject to his continued service as an employee of the Company.

(3)	One-half of the unexercisable portion of Mr. Ravin’s stock option award totaling 65,119 shares of common stock vested in February 2020. The remaining one-half will vest on February 6, 2021, subject to his continued service as an employee of the Company.

(4)	100% of the unexercisable portion of Mr. Winslow’s stock option award for 47,882 shares of common stock will vest on June 29, 2020, subject to his continued service as an employee of the Company.

(5)	One-half of the unexercisable portion of Mr. Winslow’s stock option award for 25,000 shares of common stock vested in February 2020. The remaining one-half will vest on February 6, 2021, subject to his continued service as an employee of the Company.

(6)	One-third of the unexercisable portion of Ms. Murphy’s stock option award for 125,000 shares of common stock vested in February 2020. The remaining two-thirds vest ratably on February 13, 2021 and 2022, respectively, subject to her continued service as an employee of the Company.

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(1)	All RSU awards have been granted under equity incentive plans approved by our stockholders.

(2)	Based on the closing price of the Company’s common stock on the Nasdaq Global Market on December 31, 2019 ($3.88).

(3)	The 25,000 RSUs awarded to Mr. Ravin in May 2019 vest ratably on May 7, 2020, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.

(4)	The 25,000 RSUs awarded to Mr. Winslow in May 2019 vest ratably on May 7, 2020, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.

(5)	The 200,000 RSUs awarded to Mr. Winslow in June 2019 vest ratably on June 18, 2020, 2021 and 2022, respectively, subject to his continued service as an employee of the Company.

(6)	The 25,000 RSUs awarded to Ms. Murphy in May 2019 vest ratably on May 7, 2020, 2021 and 2022, respectively, subject to her continued service as an employee of the Company.

(7)	The 25,000 RSUs awarded to Ms. Murphy in August 2019 vest ratably on August 6, 2020, 2021 and 2022, respectively, subject to her continued service as an employee of the Company.

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(1)

During 2019, Seth A. Ravin was an executive officer who also served as a member of the Board and Thomas C. Shay was an executive officer who also served as a member of the Board until January 31, 2019. Messrs. Ravin and Shay have been omitted from this table since each received compensation for his respective services as an executive officer but did not receive additional compensation for serving as a director of the Company. Mr. Ravin’s compensation is described above in the “Summary Compensation Table.”

(2)	During 2019, each of our non-employee directors who served for the entire calendar year received an annual retainer of $40,000. Board members who serve on committees/as committee chairpersons receive additional compensation shown in the “Committee” column. All Board and Committee retainers are payable in cash on a quarterly basis.

(3)	Ms. Taylor serves as Lead Independent Director for which an annual retainer of $12,500 is paid in addition to the $40,000 retainer that all non-employee Board members receive.

(4)	Mr. Acosta serves as Chair of the Audit Committee for which an additional annual retainer of $20,000 is paid.

(5)	Mr. Ashburn serves as Chair of the Nominating Committee for which an additional annual retainer of $10,000 is paid. Mr. Ashburn also serves as a member of the Compensation Committee for which an additional annual retainer of $7,500 is paid.

(6)	Mr. Capelli serves as a member of the Audit Committee, the Compensation Committee and the Nominating Committee for which additional annual retainers are paid in the amounts of $10,000, $7,500 and $5,000, respectively.

(7)	Mr. Fleiss serves as a member of the Audit Committee, the Compensation Committee and the Nominating Committee for which additional annual retainers are paid in the amounts of $10,000, $7,500 and $5,000, respectively.

(8)	Mr. Murray serves as a member of the Nominating Committee for which an additional annual retainer of $5,000 is paid.

(9)	Ms. Taylor serves as Chair of the Compensation Committee for which an additional annual retainer of $15,000 is paid. Ms. Taylor is also a member of the Audit Committee for which an additional annual retainer of $10,000 is paid.

(10)	The aggregate number of Stock Awards held by each of the non-employee Board members as of December 31, 2019, was as follows: Mr. Acosta: 27,829, Mr. Ashburn: 27,829, Mr. Bonchristiano: 39,457, Mr. Capelli: 27,829, Mr. Fleiss: 39,457, Mr. Murray: 27,829 and Ms. Taylor: 27,829.

(11)	In January 2019, each of the non-employee Board members were granted 27,829 restricted stock units that vested 100% on January 2, 2020. The aggregate grant date fair value for awards of restricted stock units was computed in

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(12)	No Option Awards were granted during 2019 to the non-employee Board members. The aggregate number of Option Awards held by each of the non-employee Board members as of December 31, 2019, was as follows: Mr. Acosta: 256,067, Mr. Ashburn: 177,263, Mr. Bonchristiano: 4,209, Mr. Capelli: 137,361, Mr. Fleiss: 4,209, Mr. Murray: 137,361 and Ms. Taylor: 257,067.

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(1)

The 2007 Stock Plan (the “ 2007 Plan ”) reserved up to approximately 14,254,000 shares of common stock for the grant of stock options and stock purchase rights to our employees and directors. The 2007 Plan was terminated in November 2013, however, the terms of the 2007 Plan continue to govern any outstanding awards thereunder. Grants under the 2007 Plan consist solely of stock options. As of December 31, 2019, the Company had 3.3 million stock options outstanding under the 2007 Plan.

(2)

In October 2013, we established the 2013 Equity Incentive Plan (the “ 2013 Plan ”), which provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. The authorized shares of common stock under the 2013 Plan are increased for outstanding options under the 2007 Plan that are subsequently forfeited or expire unexercised. Accordingly, options that expire or are forfeited under the 2007 Plan become available for re-grant under the 2013 Plan. Through December 31, 2019, grants under the 2013 Plan consist solely of stock options and restricted stock units. The 2013 Plan will expire in July 2027. As of December 31, 2019, the Company had 5.4 million stock options outstanding and 2.9 million restricted stock units outstanding under the 2013 Plan.

(3)

On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) approximately 4.8 million shares, (ii) 4% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Board may determine. On February 25, 2020, the Board approved an increase in the authorized shares for 2,700,116 shares, which is excluded from this amount.

(4)

In June 2018, our stockholders approved the Rimini Street, Inc. 2018 Employee Stock Purchase Plan (the “ ESPP ”). The ESPP provides for the purchase by employees of up to an aggregate of 5,000,000 shares of Common Stock. The purchase price per share at which shares are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period). Offering periods will consist of two six-month periods generally commencing twice each calendar year. The purpose of the ESPP is to provide an opportunity for eligible employees to purchase shares of our common stock at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and our stockholders. Through December 31, 2019, no offering period under the ESPP had commenced and no shares of common stock have been issued under the ESPP.

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(1)

Consists of fees for the quarterly reviews of our financial statements filed with the SEC during 2019 and the audit of our annual financial statements and related expenses for the year ended December 31, 2019, for a total of $1,494,741, as well as (i) fees related to the issuance of consents related to registration statements filed with the SEC in 2019 on Form S-3 and Form S-8 of $46,000, (ii) fees relating to the implementation of Accounting Standards Update ( “ ASU ” ) No. 2014-09, Revenue from Contracts with Customers ( “ ASC 606 ”) of $175,000 and (iii) fees relating to an impact assessment of ASU No. 2016-02, Leases , ( “ ASC 842 ” ) of $45,000.

(2)

Consists of fees for the quarterly reviews of our financial statements filed with the SEC during 2018 and the audit of our annual financial statements for the year ended December 31, 2018, for a total of $1,488,028 as well as fees related to both the issuance of consents related to registration statements filed with the SEC in 2018 on Form S-3 of $102,096 and the implementation of ASU No. 2014-09, Revenue from Contracts with Customers , of $355,000.

(3)	Consists of audit services incurred in 2019 for the annual audit of our 401(k) plan for the year ended December 31, 2018.

(4)	Consists of audit services incurred in 2018 for the annual audit of our 401(k) plan for the year ended December 31, 2017.

(5)	Consists of fees relating to an annual subscription to KPMG’s Accounting Research Online tool.

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(1)	The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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(1)	Based partially on information provided to the Company by the stockholder and disclosed on a Form 4 filed on behalf of Adams Street Partners, LLC on January 6, 2020. Consists of (i) an aggregate of 23,694,465 shares of our common

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(2)

Based solely on information provided to the Company by the stockholder and disclosed in a Schedule 13D/A filed with the SEC on July 20, 2018 (as amended, the “ GP Schedule 13D ” ) by GPIAC, LLC. GPIC, Ltd., an exempted company incorporated in Bermuda directly controlled by GP Investments, Ltd., is the managing member of GPIAC, LLC, a Delaware limited liability company, and RMNI InvestCo, LLC, a Delaware limited liability company. GPIC, Ltd. is entitled to voting and investment power over the 13,915,000 shares of the Company’s common stock beneficially owned by GPIAC, LLC, RMNI InvestCo, LLC and GPIC, Ltd., including 6,062,500 shares of the Company’s common stock that may be acquired by GPIC, Ltd. within 60 days of the Determination Date pursuant to a warrant issued to GPIC, Ltd. by the Company. The GP Schedule 13D was filed by GPIAC, LLC on behalf of itself and on behalf of RMNI InvestCo, LLC, GP Investments, Ltd. and GPIC, Ltd. as reporting persons pursuant to a joint filing agreement. The business address of GPIAC, LLC and RMNI InvestCo, LLC is 4001 Kennett Pike, Suite 302, Wilmington, DE 19807. The business address of GP Investments, Ltd and GPIC, Ltd. is 129 Front Street HM12, Suite 4, Penthouse, Hamilton, Bermuda.

(3)

Based partially on information provided to the Company by the stockholder and disclosed on a Schedule 13G/A filed with the SEC on January 30, 2020. Consists of (i) 810,874 shares of our common stock and (ii) and 3,959,400 shares of our common stock acquirable upon the conversion of 39,594 shares of our Preferred Stock held of record by Radcliff River I LLC. Radcliff SPV Manager LLC (the “ Managing Member ” ) is the managing member of Radcliff River I LLC, and Eli Goldstein and Evan Morgan beneficially own the membership interests in the Managing Member. The Managing Member and Messrs. Goldstein and Morgan share voting and dispositive power over the shares of our common stock and the shares of our Preferred Stock held by Radcliff River I LLC. As a result, the Managing Member and Messrs. Goldstein and Morgan may be deemed to beneficially own the shares of our common stock beneficially owned by Radcliff River I LLC. The Managing Member and Messrs. Goldstein and Morgan disclaim beneficial ownership of the shares of our common stock beneficially owned by Radcliff River I LLC, except

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(4)

Based partially on information provided to the Company by the stockholder and disclosed on a Schedule 13G/A filed by Kingstown Capital Management L.P., a Delaware limited partnership ( “ Kingstown Capital ” ), Kingstown Management GP LLC, a Delaware limited liability company ( “ Kingstown Management ” ), Kingstown Capital Partners, LLC, a Delaware limited liability company ( “ General Partner ” ), Kingstown Partners Master Ltd., a Cayman Islands corporation ( “ Master Fund ” ), Kingstown Partners II, L.P., a Delaware limited partnership ( “ Fund II ” ), Ktown, LP, a Delaware limited partnership ( “ Ktown ” ), Kingstown 1740 Fund L.P., a Delaware limited partnership ( “ Kingstown 1740 ” ), Kingfishers, LP, a Delaware limited partnership ( “ Kingfishers ” and together with Master Fund, Fund II, Ktown and Kingstown 1740, the “ Funds ” ), Michael Blitzer and Guy Shanon on February 14, 2020. Consists of (i) an aggregate of 900,000 shares of our common stock held by the Funds as of December 31, 2019, and (ii) 3,321,500 shares of our common stock acquirable upon the conversion of an aggregate of 33,215 shares of our Preferred Stock held of record by the Funds as of the Record Date. Includes (a) 352,766 shares of our common stock held by and 1,410,200 shares of our common stock acquirable upon the conversion of 14,102 shares of our Preferred Stock held of record by Master Fund, (b) 203,567 shares of our common stock held by and 609,600 shares of our common stock acquirable upon the conversion of 6,096 shares of our Preferred Stock held of record by Fund II, (c) 134,194 shares of our common stock held by and 577,300 shares of our common stock acquirable upon the conversion of 5,733 shares of our Preferred Stock held of record by Ktown, (d) 85,470 shares of our common stock held by and 355,550 shares of our common stock acquirable upon the conversion of 3,555 shares of our Preferred Stock held of record by Kingstown 1740 and (e) 124,003 shares of our common stock held by and 368,900 shares of our common stock acquirable upon the conversion of 3,689 shares of our Preferred Stock held of record by Kingfishers. General Partner is the general partner of each of Fund II, Ktown and Kingfishers. By virtue of this relationship, General Partner may be deemed to beneficially own the shares of our common stock beneficially owned in the aggregate by Fund II, Ktown, Kingstown 1740 and Kingfishers. Kingstown Capital is the investment manager of each of the Funds. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the shares of our common stock beneficially owned by the Funds. The principal business address of each of General Partner, Kingstown Capital, Kingstown Management, Fund II, Ktown, Kingstown 1740, Kingfishers, Michael Blitzer and Guy Shanon is 34 East 51 st Street, 5 th Floor, New York, NY 10022. The principal business address of Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

(5)

Consists of (i) 13,046,221 shares of our common stock beneficially owned by Seth A. Ravin, Trustee of The SAR Trust U/A/D August 30, 2005, (ii) 905 shares of our common stock, (iii) 353,961 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date and (iv) 8,333 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of the Determination Date.

(6)	Consists of (i) 39,956 shares of our common stock and (ii) 177,263 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(7)	Consists of (i) 40,456 shares of our common stock and (ii) 256,067 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(8)	Consists of (i) 100 shares of our common stock beneficially owned by Steve Capelli, Trustee of the Steven Capelli Living Trust, (ii) 39,456 shares of our common stock and (iii) 137,361 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(9)

As discussed under footnote (1), above, consists of (i) an aggregate of 23,694,465 shares of our common stock held by and 2,019,600 shares of our common stock acquirable upon the conversion of an aggregate of 20,196 shares of our Preferred stock held by affiliates of Adams Street Partners, LLC of which Mr. Murray may be deemed to be a beneficial owner, (ii) 137,361 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date and (iii) 39,456 shares of common stock held by Mr. Murray, individually (by agreement with the ASP Growth Equity Funds, Mr. Murray is deemed to hold these shares for the benefit of the ASP Growth Equity Funds and, as a result, these shares may be deemed to be beneficially owned by Adams Street Partners, LLC). Mr. Murray, a member of our Board of Directors, is a partner with Adams Street Partners, LLC. Mr. Murray disclaims beneficial ownership of the shares held by affiliates of Adams Street Partners, LLC and himself except to the extent of his pecuniary interest therein.

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(10)	Consists of (i) 1,000 shares of our common stock beneficially owned by Margaret (Peggy) Taylor, trustee of the Margaret Taylor Trust, (ii) 39,456 shares of our common stock and (iii) 257,067 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(11)	Consists of (i) 51,584 shares of our common stock and (ii) 4,209 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(12)	Consists of (i) 51,584 shares of our common stock and (ii) 4,209 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date.

(13)	Consists of (i) 41,666 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date and (ii) 8,333 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of the Determination Date.

(14)	Consists of (i) 3,607 shares of our common stock, (ii) 228,528 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date and (iii) 8,333 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of the Determination Date.

(15)	Consists of (i) 39,941,303 shares of our common stock, (ii) 4,300,287 shares of our common stock issuable upon exercise of options exercisable within 60 days of the Determination Date and (iii) 83,330 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of the Determination Date.

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