CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RIMINI STREET, INC.
Rimini Street, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 10, 2017 (the “Certificate of Incorporation”).
2.Article IX of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
ARTICLE IX
To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, no director or officer (as defined in Section 102(b)(7) of the DGCL) of the corporation will be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Neither any amendment nor repeal of this Article, nor the adoption of any provision of this corporation’s Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
3.This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4.All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Seth A. Ravin, its President, Chief Executive Officer and Chairman of the Board, this 6th day of June, 2024.
| | | | | | | | | | | | | | | | | |
| | | RIMINI STREET, INC. | | |
| | | | | | |
| | | | | | |
| | By: | /s/ Seth A. Ravin | | |
| | | | Name: Seth A. Ravin | | |
| | | | Title: President, Chief Executive Officer and Chairman of the Board | | |
