CDMO Avid Bioservices Inc

You are cordially invited to attend a virtual special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Avid Bioservices, Inc. (“Avid” or the “Company”) to be held virtually on [•], at [•] Pacific time at www.virtualshareholdermeeting.com/[•].

At the Special Meeting, you will be asked to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger, dated November 6, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Avid, Space Finco, Inc., a Delaware corporation (“Parent”), and Space Mergerco, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and approve the Merger (as defined below) (the “Merger Agreement Proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Avid’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (3) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Parent and Merger Sub are owned by funds managed by affiliates of GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Avid, and as a result of which the separate existence of Merger Sub will cease, and Avid will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $12.50 in cash, without interest and subject to any withholding of taxes required by applicable law, for each share of Avid common stock (the “common stock”) that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (i) 13.8% to the closing price of Avid’s common stock of $10.98 on November 6, 2024, the last full trading day prior to the announcement of the transaction (the “Unaffected Date”); (ii) 21.9% to the volume-weighted average price of Avid’s common stock for the twenty (20) day period ending on the Unaffected Date; and (iii) 50.1% to the volume-weighted average price of Avid’s common stock for the six (6) month period ending on the Unaffected Date.

The Company’s Board of Directors (the “Board of Directors”), after considering the factors more fully described in the accompanying proxy statement, has unanimously: (i) determined that the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger, are advisable, and in the best interest of, Avid and its stockholders; (ii) authorized and approved the execution, delivery and performance by Avid of the Merger Agreement and the consummation of the Transactions, including the Merger; and (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend that Avid’s stockholders adopt the Merger Agreement and approve the Merger and the Transactions. The Board of Directors unanimously recommends, on behalf of Avid, that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We urge you to read the proxy statement, its annexes, including, but not limited to, the Merger Agreement, and any document incorporated by reference carefully and in their entirety.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote virtually, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the shares of Avid’s common stock that are issued and outstanding as of the close of business on [•], 2024, which is the record date for the Special Meeting.

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2024, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about [•], 2024.

Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Avid Bioservices, Inc., a Delaware corporation (“Avid” or the “Company”), will be held virtually on [•], at [•] Pacific time at www.virtualshareholdermeeting.com/[•], for the following purposes:

Only stockholders of record as of the close of business on [•], 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Company’s Board of Directors unanimously recommends, on behalf of Avid, that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

The accompanying proxy statement is available on the investor relations page of our website at https://ir.avidbio.com. The information provided on, or accessible through, our website is not part of the proxy statement, and therefore is not incorporated therein by reference. The accompanying proxy statement is dated [•], 2024 and is first being mailed on or about [•], 2024 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination during regular business hours for the ten (10) days prior to the Special Meeting at our headquarters, located at 14191 Myford Road, Tustin, California 92780. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. If you would like to examine the list, please contact our corporate secretary to schedule an appointment by calling (800) 987-8256 or writing to him at the address above.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting in the manner described in the accompanying proxy statement.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal (as defined below).

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

This proxy statement contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding Avid’s expectations, intentions or strategies regarding the future, or the completion or effects of the Transactions. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Avid’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (i) the information contained under this caption; and (ii) the information contained under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at http://www.sec.gov. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

In addition, any forward-looking statements represent our estimates only as of the date they were made and should not be relied upon as representing our estimates as of any subsequent date. Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

We will hold the Special Meeting virtually on [•] at [•] Pacific time at www.virtualshareholdermeeting.com/[•] and, if applicable, at any adjournment or postponement thereof.

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) approve the Merger Agreement Proposal; (ii) approve the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.

Our stockholders must approve the Merger Agreement Proposal in order for the Merger to be consummated. If our stockholders fail to approve the Merger Agreement Proposal, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 14191 Myford Road, Tustin, California 92780, during regular business hours for a period of no less than ten (10) days before the Special Meeting.

The holders of a majority of the common stock issued and outstanding and entitled to vote at the Special Meeting, as of the close of business on the Record Date, present virtually or represented by proxy, will constitute a quorum at the Special Meeting. As of the Record Date, there were [•] shares of common stock outstanding and entitled to vote at the Special Meeting, meaning that [•] shares of common stock must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies to approve the Merger Agreement Proposal.

The affirmative vote of the holders of a majority of the common stock that are issued and outstanding as of the close of business on Record Date is required to approve the Merger Agreement Proposal. As of the Record Date, [•] shares constitute a majority of the outstanding shares of common stock. Approval of the Merger Agreement Proposal by the stockholders is a condition to the Closing of the Merger.

Under our bylaws, approval of Compensation Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the Special Meeting and entitled to vote on the subject matter. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. However, abstentions are counted as shares present or represented by proxy at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum, but will have the effect of a vote “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present. However, because none of the proposals to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, Avid does not expect any broker non-votes at the Special Meeting. As such, if you fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted towards a quorum at the Special Meeting.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of common stock, representing approximately [•]% of the shares of common stock outstanding on the Record Date (and approximately [•]% of the shares of common stock outstanding when taking into account Company Options, Company RSUs and Company PSUs, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

If, at the close of business on the Record Date, your shares are registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., on the Record Date, you may cause your shares to be voted by returning a completed, signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit Control Number found next to the label “Control Number” on your proxy card voting instruction form, or in the email sending you the proxy statement. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your proxy card. All shares represented by properly completed, signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

If, at the close of business on the Record Date, your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but will not have any effect on the Compensation Proposal or the Adjournment Proposal.

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Although it is not currently expected, the Special Meeting may be adjourned or recessed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or recessed.

The Board of Directors, after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the entry into the Merger Agreement and consummation of the Transactions, including the Merger, are advisable, and in the best interest of, Avid and its stockholders; (ii) authorized and approved the execution, delivery and performance by Avid of the Merger Agreement, and the consummation of the Transactions, including the Merger; and (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend that Avid’s stockholders adopt the Merger Agreement and approve the Merger and the Transactions.

Accordingly, the Board of Directors unanimously recommends, on behalf of Avid, that you vote: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

The expense of soliciting proxies will be borne by Avid. We have retained MacKenzie Partners, Inc. (“MacKenzie”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. We will also indemnify MacKenzie against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated during the first quarter of 2025, although the Company cannot assure completion by any particular date, if at all. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

If the Merger is completed, the shares of Avid’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Avid’s common stock will no longer be publicly traded. As such, Avid will no longer file periodic or other reports with the SEC on account of Avid’s common stock.

The proxy statement is available at https://ir.avidbio.com by clicking on the link titled “SEC Filings”.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Headquartered in Tustin, California, Avid is a dedicated biologics contract development and manufacturing organization working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies. Avid’s common stock is listed on Nasdaq under the symbol “CDMO.” The principal executive offices of Avid are located at 14191 Myford Road, Tustin, California 92780 and its telephone number is (800) 987-8256.

Parent is a Delaware corporation that was formed on October 30, 2024, solely for the purpose of engaging in the Transactions. Parent is currently owned by funds managed by affiliates of GHO. At the Closing, Parent will be owned by funds managed by affiliates of GHO and Ampersand. Parent has not engaged in any business activities other than in connection with the Transactions and the related equity financing and debt financing transactions. Immediately following the Closing, Avid will be an indirect wholly owned subsidiary of Parent. The principal executive offices of Parent are located at c/o GHO Capital Partners LLP, 21 St James’s Square, London SW1Y 4JZ and its telephone number is +44-20-3700-7440.

Merger Sub is a Delaware corporation and an indirect wholly owned subsidiary of Parent and was formed on October 30, 2024, solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than in connection with the Transactions and the related equity financing and debt financing transactions. Immediately following the Closing, Merger Sub will cease to exist and Avid will continue as the Surviving Corporation. The principal executive offices of Merger Sub are located at c/o GHO Capital Partners LLP, 21 St James’s Square, London SW1Y 4JZ and its telephone number is +44-20-3700-7440.

In connection with the Transactions, Parent and/or one of its affiliates has obtained financing commitments for the Transactions. In addition, each of (i) (x) GHO Capital IV USD LP, (y) GHO Capital IV EUR LP, and (z) GHO Capital IV EUR 2 LP, each acting by its general partner, GHO GP IV LP, acting by its general partner, GHO GP IV Ltd whose registered office is at Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Island, (ii) Space Co-Invest LP, (iii) Space Co-Invest (US) LP, and (iv) Ampersand 2023 Limited Partnership have delivered the Equity Commitment Letters to Parent, pursuant to which, upon the terms and subject to the conditions set forth in such letters, the Equity Financing Parties have committed to capitalize Parent at the Closing. The Equity Financing Parties may assign some or all of their respective obligations under the equity commitment letters to any of their respective affiliates, co-investment funds or, subject to certain conditions being met, other investors. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Avid, and as a result of which the separate existence of Merger Sub will cease, and Avid will continue as the Surviving Corporation. As a result of the Merger, Avid will become an indirect wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic or other reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree in writing and specify in the certificate of merger).

If the Merger Agreement is not adopted by Avid stockholders, or if the Merger is not completed for any other reason:

At the Effective Time, each share of common stock (other than shares (i) owned or held by the Company or any direct or indirect wholly owned subsidiary of the Company or held in the Company’s treasury (other than, in each case, shares of common stock held in a fiduciary or agency capacity and beneficially owned by third parties); (ii) owned or held by Parent or Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, and (iii) held by holders of any Dissenting Shares) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Merger Consideration, subject to any withholding of taxes required by applicable law.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own (subject to any withholding of taxes required by applicable law), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

The following chronology summarizes the material meetings and events that led to the execution of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, members of Avid senior management or Avid’s advisors and other parties.

The Board of Directors and Avid senior management actively monitor and assess developments in the contract development and manufacturing organization (“CDMO”) industry and more generally in manufacturing industries related to the biotechnology and biopharmaceutical industries and are generally aware of the business activities of, and transactions involving, other companies in the CDMO industries and other manufacturing companies related to the biotechnology and biopharmaceutical industries. Avid senior management periodically interacts with executives from senior management of several other companies in these industries and private equity firms with an interest in companies in these industries and occasionally has informal preliminary conversations regarding possible transactions.

On an ongoing basis, the Board of Directors and Avid senior management regularly evaluate options for achieving Avid’s long-term strategic goals and enhancing stockholder value in light of the business, competitive, regulatory, financing and economic environment and developments in Avid’s industry.

To this end, the Board of Directors and Avid senior management have regularly focused on means by which it could expand its existing business organically. In particular, Avid has undertaken several strategic enhancements of the last several years. For example, Avid has entered into strategic agreements/relationships with cell line development companies in order to better serve Avid’s customers, including the licensing of cell line development technologies to enable Avid to pursue its own cell line development service offering. Through a series of facility expansions, Avid increased its manufacturing capacity from approximately $120 million per year to over $400 million and has more than tripled its process development revenue generating capacity and has entered into the viral vector manufacturing space with the construction of a state of the art viral vector manufacturing facility. Avid has also initiated work and investment in disposable centrifugation, multi-column chromatography, and process intensification around N-1 ATF. In addition, Avid has developed initiatives to provide resources to more naturally make its capabilities known to customers and improve services for customers, as well as further developing Avid’s market recognition.

In addition, as part of the evaluation by the Board of Directors and Avid senior management of means to enhance stockholder value, the Board of Directors and Avid senior management have regularly included periodic assessments of potential business combinations, including potential acquisitions of other companies and the sale of Avid or certain of its assets, and the consideration of whether such options would be expected to deliver superior risk-adjusted stockholder value than Avid’s standalone strategic plan. For example, over the course of the last twelve (12) months, Avid explored a strategic merger with a private company, for which Avid engaged advisors (including financial advisors); however, the conversations ended in April 2024 primarily because the initial due diligence reviews by Avid did not indicate that the transaction would increase Avid stockholder value and the private company indicated it was not interested in pursuing further conversations. Avid also explored a strategic merger with another private company that was interested in being acquired by Avid, but the initial conversations never progressed beyond initial stages because the proposed transaction was likely to create significant dilution and was not likely to create Avid stockholder value. In addition, from time to time within the last several years, Avid senior management periodically received informal approaches and outreach from other strategic companies in the industry and private equity firms expressing interest in potential transactions involving Avid or doing preliminary fact-finding about companies like Avid. Through this process, Avid senior management has taken note of the counterparties that may be interested in a transaction involving Avid. In particular, in June 2022, at an industry conference, a large private company in the CDMO industry (which we refer to as “Party A”) expressed to Nicholas S. Green, President and Chief Executive Officer of Avid, that it may be interested in acquiring Avid, and in Spring 2023, following a meeting at a different industry conference, a large international public company in the CDMO industry (which we refer to as “Party B”) expressed to Mr. Green that it may be interested in acquiring Avid. Ultimately neither Party A nor Party B expressed further interest in acquiring Avid or made any proposal following these initial expressions of interest and no private equity firm had expressed interest beyond very preliminary discussions, and as a result, Avid did not enter into any confidentiality agreement in respect of a potential transaction or make available non-public due diligence information or engage in further discussions with respect to any of these potential approaches.

As a result of the foregoing, Avid’s periodic review of potentially available strategic opportunities and discussions with other participants in the CDMO industry and more generally in manufacturing industries related to the biotechnology and biopharmaceutical industries, Avid believes it is generally aware of the opportunities for strategic transactions and acquisitions involving companies in these industries generally and Avid in particular.

On January 12, 2024, a former executive of Avid contacted Mr. Green and offered to set up a meeting between Mr. Green and executives at GHO. The former executive noted that GHO owned certain companies with whom Avid may want to consider exploring potential collaboration opportunities.

On January 19, 2024, following the prior introduction, Mr. Green held an initial conversation with two executives at GHO. During the call, the parties discussed each of their businesses, in each case at a very high level. During the January 19 call, GHO inquired about a further meeting between GHO, Ampersand (a frequent collaborator with GHO), and Mr. Green, including potentially visiting Avid’s facilities in order for GHO and Ampersand to learn more about Avid. At the time of these discussions, Avid was aware that certain then-existing investments by GHO and/or Ampersand may offer collaboration opportunities with Avid, including various investments in companies that could be helpful to Avid with respect to viral vectors, fill finish, formulation development and material storage, and high potency, conjugation capabilities and service offerings. Mr. Green agreed to have GHO and Ampersand visit Avid’s facilities in Orange County, California. While Avid did not plan on sharing any sensitive information, Avid requested that each of GHO and Ampersand enter into a confidentiality agreement with Avid as a precautionary matter. No potential acquisition of Avid by GHO was discussed during the conversation.

On April 24, 2024 and April 27, 2024, Avid entered into a confidentiality agreement with Ampersand and GHO, respectively. The agreements each included a 12-month standstill. The agreements do not restrict either counterparty from making confidential proposals to the Board of Directors.

On April 29, 2024, two executives of GHO visited Avid’s facilities in Orange County, California and met with certain executives of Avid, including Mr. Green and Daniel R. Hart, Chief Financial Officer of Avid, to discuss Avid. No non-public information about Avid was disclosed during these meetings. The representatives of GHO asked to continue to have discussions with Avid to learn more about Avid and maintain a dialogue going forward.

On May 13, 2024, when Messrs. Green and Hart and Matthew Kwietniak, Chief Commercial Officer of Avid, were already scheduled to be in New York City to attend an investor conference, they met for an introductory meeting and dinner with executives of each of GHO and Ampersand, with a representative of Moelis present, to discuss Avid.

Following the dinner, even though no potential transaction between GHO or Ampersand and Avid had been discussed between the parties to date, Mr. Green notified Dr. Joseph Carleone, Chairman of the Board of Directors, about recent discussions between Avid and GHO and Ampersand and indicated that he believed, given the extensiveness of their interest and the fact that other collaborations had not been raised, that it was becoming increasingly likely that GHO and Ampersand may have interest in a transaction involving Avid beyond collaboration opportunities with certain companies the private equity firms owned. In addition, members of Avid senior management began to consider selection of possible financial advisors and legal counsel for Avid if GHO and Ampersand were to make a proposal for a transaction involving Avid. Members of Avid senior management collected recommendations for such advisors and reviewed the experience and qualifications of such advisors in similar proposed transactions, including specific consideration of five financial advisors (including Moelis) and five prospective legal counsel (including Cooley LLP (“Cooley”)), and held meetings with certain of these prospective advisors.

On May 30, 2024, an executive of Ampersand visited Avid’s facilities in Orange County, California and met with certain executives of Avid, including Mr. Green and Mr. Hart, to discuss Avid. No non-public information about Avid was disclosed during these meetings.

On June 5, 2024, GHO and Ampersand sent an unsolicited proposal letter to Dr. Carleone in which GHO and Ampersand made a non-binding indication of interest to acquire Avid for $10.50 per share in cash (the “June 5 Initial Proposal”), representing a 37.6% premium to the closing price of $7.63 per share on the day prior to the proposal. The June 5 Initial Proposal was subject to numerous conditions, including completion of due diligence and negotiation of definitive agreements providing for the transaction. GHO and Ampersand stated in the letter that they intended to have the capacity (together with their co-investors) to underwrite the full purchase price of the proposed transaction. GHO and Ampersand requested a six-week period of exclusivity during which Avid would negotiate exclusively with GHO and Ampersand regarding a potential transaction. Later that day, Dr. Carleone responded to the June 5 Initial Proposal and indicated that the Board of Directors would review the proposal and respond in due course. The June 5 Initial Proposal was promptly provided to the full Board of Directors, which was thereafter kept regularly apprised of developments.

On June 8, 2024, the Board of Directors held a meeting by videoconference, with attendance from members of Avid senior management. At the meeting, the Board of Directors discussed the June 5 Initial Proposal, possible methods by which to review and consider the proposal and possible responses to the proposal. The Board of Directors received a presentation on the fiduciary duties of the directors applicable in connection with the consideration of the proposed transaction and other guidelines to be followed by the Board of Directors in connection with the consideration of the proposed transaction. The Board of Directors discussed whether to engage a financial advisor or legal counsel for Avid in connection with consideration of the proposed transaction and reviewed the prospective advisors vetted by Avid senior management. Following discussion, the Board of Directors determined to retain Cooley as legal counsel for Avid in connection with the proposed transaction and further consider selection of a financial advisor and a response to the proposal at a subsequent meeting of the Board of Directors.

On June 11, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed the June 5 Initial Proposal, possible methods by which to review and consider the proposal and possible responses to the proposal. A representative of Cooley reviewed with the Board of Directors the fiduciary duties of the directors applicable in connection with the consideration of the proposed transaction. The Board of Directors discussed the selection of a financial advisor for Avid in connection with the proposed transaction. Following discussion, the Board of Directors determined to retain Moelis as financial advisor for Avid in connection with the proposed transaction to

be confirmed following receipt of an acceptable conflicts disclosure letter from Moelis and negotiation of an acceptable engagement letter with Moelis. The Board of Directors also determined to finalize a response to GHO and Ampersand at a subsequent meeting of the Board of Directors after having first obtained advice from Moelis regarding the proposal.

Also at the June 11 meeting, the Board of Directors instructed members of Avid senior management who were aware of the potential transaction not to have any discussions with GHO, Ampersand or any other potential transactional counterparties regarding continued employment following the closing of any possible transaction, or the terms of any such continued employment, without the Board of Directors approval. The Board of Directors also instructed its members and Avid senior management to identify to the Board of Directors on a prompt basis any relationships or actual or potential conflicts of interest with any of GHO, Ampersand or any other potential transactional counterparties for consideration by the Board of Directors. The Board of Directors discussed two relationships that were presented to its attention for the sake of completeness during this period and in each case determined that the relationships presented did not pose any actual or potential conflicts of interest. Specifically, Jeanne Thoma, a Director of Avid, noted to the Board of Directors that she has been a director of ANI Pharmaceuticals, Inc. (“ANI”), a publicly traded biopharmaceutical company, since 2020, and Ampersand is also an investor in ANI, in each case as is publicly available. At no point did ANI express any interest in acquiring Avid nor was it considered by the Board of Directors to be a likely acquiror of Avid. In addition, Dr. Carleone noted to the Board of Directors that from time-to-time he works with an advisory firm to identify companies that may be considering a sale process and that he had received a fee within the last two years from such advisory firm as a result of an acquisition of a company by GHO following a sale process. The advisory firm earned a fee after Dr. Carleone identified a company to the advisory firm that may be available for sale (without regard to GHO), the advisory firm then suggested that such company may be available for sale to certain potentially interested parties, including GHO, and the company ultimately determined to be acquired by GHO. Dr. Carleone had no agreement with GHO, no further rights to fees from that transaction and no right to any fees in connection with any other transaction involving GHO, including any acquisition of Avid. Neither Ms. Thoma nor Dr. Carleone maintained any direct correspondence with GHO or Ampersand regarding their proposed acquisition of Avid or had any interests regarding the proposed transaction other than as described in this proxy statement. These procedures on each of these items were also followed during the period the Board of Directors considered proposals from GHO and Ampersand and other parties culminating in the execution of the Merger Agreement.

On June 14, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed the June 5 Initial Proposal, possible methods by which to review and consider the proposal and possible responses to the proposal. Representatives of Moelis made a presentation to the Board of Directors regarding preliminary publicly available financial information regarding Avid and the June 5 Initial Proposal. During the course of the discussion, the Board of Directors and the advisors discussed various means by which the valuation of Avid could be considered, alternatives for reviewing the valuation of Avid, the financial performance and prospects of Avid and alternative strategies available to Avid. The Board of Directors and the advisors also discussed a range of possible responses and courses of action that could be followed by the Board of Directors in response to the proposal and possible responses of GHO and Ampersand based on feedback that could be provided by the Board of Directors. Following discussion, the Board of Directors determined that the June 5 Initial Proposal did not appropriately value Avid, to reject the June 5 Initial Proposal and to undertake further analysis of Avid with Moelis, including directing management to prepare and present to the Board of Directors draft standalone management forecasts reflecting Avid senior management’s best estimates for the future financial performance of Avid, which, once finalized and approved by the Board of Directors, would be used by Moelis to prepare preliminary financial analyses of Avid and of the June 5 Initial Proposal to further refine the Board of Directors’ view on appropriate values of Avid. The Board of Directors instructed Moelis to convey the rejection, without additional explanation, to representatives of GHO and Ampersand.

Following the meeting, at the direction of the Board of Directors, a representative of Moelis responded to GHO and Ampersand informing them of the rejection of the June 5 Initial Proposal.

On June 23, 2024, GHO and Ampersand sent an unsolicited revised proposal letter to Avid in which GHO and Ampersand made a non-binding indication of interest to acquire Avid for $11.00 per share in cash (the “June 23 Revised Proposal”). The June 23 Revised Proposal was subject to substantially the same conditions as the June 5

Initial Proposal. GHO and Ampersand identified in the June 23 Revised Proposal priority due diligence items that they wanted to see to validate the value that it would be prepared to offer for Avid. GHO and Ampersand requested a six-week period of exclusivity in the June 23 Revised Proposal.

On June 24, 2024, Dr. Carleone responded to the June 23 Revised Proposal and indicated that the Board of Directors would review the proposal and respond in due course.

On June 26, 2024, the Board of Directors held a special meeting that coincided with a regular meeting of the Board of Directors, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors the June 23 Revised Proposal, possible methods by which to review and consider the proposal and possible responses to the proposal. The Board of Directors also discussed the status of Avid senior management’s preparation of draft standalone management forecasts of Avid. Following discussion, the Board of Directors determined that it wanted to have the benefit of further financial analysis from Moelis that would use the standalone management forecasts of Avid that were in process. Accordingly, the Board of Directors directed Moelis to inform GHO and Ampersand that the Board of Directors was reviewing the June 23 Revised Proposal and would respond when it deemed appropriate. Separately during the regular meeting of the Board of Directors, the Board of Directors reviewed the proposed economic terms of the proposed engagement letter under which Avid would formally retain Moelis as its financial advisor for the proposed transaction. Moelis had previously provided Avid with customary relationship disclosures regarding Moelis’ relationships with Avid, GHO and Ampersand. The Board of Directors concluded that, based upon the information provided by Moelis in such disclosure statement, Moelis did not have any relationships that would be likely to impair its ability to provide independent advice to the Board of Directors and the Board of Directors was prepared to proceed with formalizing Moelis’ engagement on the terms presented.

Following the meeting, a representative of Moelis informed GHO and Ampersand that the Board of Directors was reviewing the June 23 Revised Proposal and would respond when it deemed appropriate. From time to time thereafter, representatives of GHO and Ampersand asked Moelis about the status of Avid’s response, expressing a preference for prompt feedback.

On July 1, 2024, Avid and Moelis entered into the engagement letter to formalize the engagement of Moelis as financial advisor to Avid for the proposed transaction.

On July 15, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors reviewed and considered draft standalone management forecasts prepared by Avid senior management reflecting their best estimates for the future financial performance of Avid. The draft forecasts were prepared using a process that was substantially similar to the process used by management in developing its fiscal year 2025 budget and the three-year plan (fiscal years 2025 through 2027) presented to the Board of Directors in January 2024 prior to the outreach by GHO and Ampersand. During the meeting, members of Avid senior management presented the draft forecasts to the Board of Directors and they discussed several aspects of the forecasts, including work done to prepare the model, assumptions on which the various scenarios of the model were based, risks and uncertainties regarding the future financial performance of Avid, opportunities for additional upside for Avid, and several other factors. In particular, among the risks and uncertainties regarding the future financial performance of Avid, the Board of Directors discussed a number of risks, which included the uncertainty around the recovery in biotechnology funding, the impact of which had been significant in the prior year, Avid’s funding challenges (including the loss of its revolving credit facility) and Avid’s ability to weather an extended or another downturn in market conditions and Avid’s ability to maintain pace with a highly capital intensive sector of the market. The Board of Directors also discussed the potential adverse impact of changes in factors that were largely positive at present, such as passage of the BIOSECURE ACT, or risks of any positive trends that, should they reverse, may have a significant impact on the business. Among the opportunities for additional upside for Avid as a standalone company, the Board of Directors considered the possibility for increased biotechnology funding, impacts from passage of BIOSECURE Act, further onshoring of manufacturing, completion of capacity, Avid’s backlog increasing and further recognition of Avid’s operational quality. The forecasts provided reflected Avid senior management’s best estimates for the future financial performance of Avid, considering all of these factors, which were generally thought to be well understood. Following this discussion, the Board of Directors approved the use of the forecasts with adjustments as recommended by the Board of Directors during the meeting and directed Moelis to use these approved forecasts for purposes of presenting further financial analysis to the Board of Directors. See the section entitled “The Merger—Financial Projections” for further information on the forecasts.

On July 22, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors the June 23 Revised Proposal and possible responses to the proposal. Representatives of Moelis made a presentation of preliminary financial analyses of Avid and the June 23 Revised Proposal. The Board of Directors and the advisors also discussed possible responses to the proposal, including rejecting the offer, rejecting the offer but providing targeted value-based due diligence in response to GHO and Ampersand’s priority due diligence items to permit GHO and Ampersand to increase the terms of its proposal, or engaging in a more comprehensive due diligence review with GHO and Ampersand as they had requested. During the course of this discussion, the Board of Directors and its advisors discussed, among other things, how the proposal could be considered relative to the status quo strategy of business operations as a standalone company, risks and uncertainties regarding the existing business operations, ways that the price in the proposed transaction could possibly be improved (including with additional information or alternative proposals), GHO and Ampersand’s request for exclusivity, risks and uncertainties related to the proposed transaction, the other conditions of the offer, likely financing for the transaction and the potential messaging implied by various possible responses. In particular, the Board of Directors discussed whether the proposed transaction (based on likely expected improvements to the price per share to be offered) would allow Avid stockholders to adequately recognize the future value of Avid’s reasonable expectations for growth as a standalone company, or in certain cases Avid’s more aggressive expectations for growth, without the execution risks posed by such operations through the proposed transaction. The representatives of Moelis also presented information about other transactions that may be available to Avid, including other potential parties that may be interested in acquiring or combining with Avid.

Following discussion, the Board of Directors determined that the June 23 Revised Proposal did not appropriately value Avid, to reject the June 23 Revised Proposal and to authorize the Avid senior executives to share selected additional information about Avid (including a management presentation and selected financial information) with GHO and Ampersand in order to assist them in improving their proposal (but without providing a counteroffer or authorizing any exclusive negotiation period). The Board of Directors also directed Moelis to contact potential counterparties (including strategic and financial sponsor counterparties, which were referred to as “tier one prospects”, to gauge their interest in entering into a transaction involving Avid and share selected additional information about Avid (including a management presentation and selected financial information) with interested parties pursuant to a confidentiality agreement with a standstill. The potential counterparties were selected from a list of several possible counterparties based on the assessment of the Board of Directors and Avid senior management with input from Moelis of being the parties with the highest likelihood of being willing and able to make a value-enhancing proposal to enter into a transaction involving Avid. Among other things, in selecting the “tier one prospects,” the Board of Directors considered factors such as ability to pay, ability to transact and expected interest in further investment in Avid’s industry and/or Avid being a logical extension of existing offerings. The list of potential counterparties included Party B but did not include Party A because it was determined that Party A was not likely to be able to complete a transaction at a value in the range of June 23 Revised Proposal based on its high leverage, focus on divestitures and prior expression of interest in Avid at a much lower price).

Following the meeting, at the direction of the Board of Directors, a representative of Moelis informed GHO and Ampersand that the Board of Directors determined that the June 23 Revised Proposal did not appropriately value Avid and rejected the June 23 Revised Proposal but had authorized the Avid senior executives to share selected additional information about Avid (including a management presentation and selected financial information) with GHO and Ampersand in order to assist them in improving their proposal. Avid senior management and Moelis began to share this information with GHO and Ampersand and their advisors, including William Blair & Company, LLC (“William Blair”), financial advisor to GHO and Ampersand, and maintained a regular dialogue with William Blair regarding such information and the proposed transaction during the following months, including as detailed below.

Beginning on July 24, 2024, in accordance with the Board of Directors’ direction, representatives of Moelis contacted nine potential strategic counterparties (including certain financial sponsor-backed strategic counterparties) and five potential financial sponsor counterparties from the tier one prospect list (as well as a few other potential counterparties on a no-names basis with companies with whom Moelis was discussing possible transaction opportunities) to gauge their interest in a potential transaction involving Avid. This included a large, globally-recognized financial sponsor referred to as “Party C”. Each of the potential counterparties that was contacted was invited to express an interest in entering into a potential transaction involving Avid and was offered to attend a management presentation and receive preliminary information about Avid pursuant to a confidentiality agreement.

Each of the proposed counterparties was informed that at least one other party had expressed interest in a transaction that had already been rejected. GHO and Ampersand were also informed that Avid had contacted additional parties and any proposal they provided would be considered in light of other proposals that were received.

Each of the interested parties was provided with a form confidentiality agreement, which included a 12-month standstill restriction that would permit the counterparty to make confidential proposals to the Board of Directors. Representatives of Cooley and each interested counterparty negotiated the terms of their respective confidentiality agreement.

From late July until the execution of the Merger Agreement, Avid entered into confidentiality agreements with seven other counterparties (not including GHO and Ampersand), including Party C that had expressed an interest in receiving further information on Avid. Each of the seven other confidentiality agreements entered into by Avid contained standstill restrictions of twelve (12) months but permitted the counterparty to make confidential proposals to the Board of Directors.

In late July and August, Avid senior management provided selected financial information to each of GHO and Ampersand and the other seven interested counterparties that had signed confidentiality agreements, together with their representatives, and offered management meetings and site visits at Avid’s facilities in Orange County, California, with five counterparties participating in virtual management meetings and three counterparties visiting Avid on-site. The financial information provided included an adjustable model for the future financial performance of Avid that each interested counterparty could use to build its own financial model of the future financial performance of Avid within the framework of the Board of Directors-approved forecasts for Avid. This adjustable model allowed each counterparty to complete their own assessment of clinical to commercial success of customer’s assets within Avid’s backlog and pipeline, among other certain factors. Avid did not provide the specific Board of Directors-approved forecasts nor any other specific forecasts to the interested counterparties. In addition, at the request of certain of the parties, Avid senior management participated in certain follow-up meetings on information presented.

On July 31, 2024, members of Avid senior management, including Messrs. Green, Hart and Kwietniak, made a management presentation to GHO and Ampersand, and on August 2, 2024, GHO and Ampersand met with members of Avid senior management to discuss follow-up questions from the prior management presentation. On August 2, 2024, members of Avid senior management, including Messrs. Green, Hart and Kwietniak, made a management presentation to Party C, and on August 7, 2024, Party C met with members of Avid senior management to discuss follow-up questions from the prior management presentation.

On August 8, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed the status of the initial outreach to the potentially interested counterparties which were referred to as tier one prospects. Representatives of Moelis discussed its interactions with the parties contacted and indicated which parties had requested confidentiality agreements, signed confidentiality agreements and received management presentations and other information (or for which any of those items were still in process) and the parties that had declined, and explained the feedback provided by each of the parties contacted for their decisions about whether or not to proceed. Overall, of the 14 potential counterparties contacted (excluding GHO and Ampersand), six parties remained interested in further discussions, one was still evaluating the opportunity and seven (including Party B) had declined to pursue the opportunity. The Board of Directors and the advisors discussed whether to expand Avid’s outreach to other potentially interested counterparties, including whether there were other parties that they believed would be prepared to offer more value to Avid’s stockholders than Ampersand and GHO, whether to contact further parties now or to wait for further feedback on price, the most likely timing for receiving indications of interest from interested parties, any impact of further outreach on that schedule and whether a typical merger agreement could be expected to allow the Board of Directors to continue to hear interest from other counterparties. Following discussion, the Board of Directors directed Moelis to contact additional potential counterparties based on input provided by the Board of Directors to gauge their interest in entering into a transaction involving Avid in the same manner as previously authorized. The Board of Directors also determined to request proposals from interested counterparties in early September after Labor Day, to allow sufficient time for potential counterparties to evaluate the potential transaction.

Beginning on August 8, 2024, in accordance with the Board of Directors’ direction, representatives of Moelis contacted an additional five potential strategic counterparties (including certain financial sponsor-backed strategic counterparties) and five potential financial sponsor counterparties that had not previously been contacted to gauge their interest in a potential transaction involving Avid. Two of such potential financial sponsor counterparties

executed confidentiality agreements, which are included in the confidentiality agreements with the seven parties described above, of which one potential financial sponsor counterparty declined to move forward after initial diligence, and the other potential financial sponsor counterparty (“Party D”) continued to express interest in a potential transaction with Avid. The other eight parties contacted declined to move forward with a potential transaction and did not execute confidentiality agreements.

On August 16, 2024, Moelis provided instructions to all parties that had expressed an interest in entering into a transaction involving Avid, including Party C, Party D and GHO and Ampersand, to provide a non-binding indication of interest to acquire Avid by September 5, 2024 if they were interested in entering into the proposed transaction.

On August 21, 2024, at Party C’s request, members of Avid senior management met with Party C to discuss outstanding diligence matters. The parties also met for dinner to further discuss Avid.

On August 28, 2024, at GHO and Ampersand’s request, and following consultation with Dr. Carleone, executives of GHO visited Avid’s facilities in Orange County, California and met, with executives of Ampersand joining virtually, with certain executives of Avid, including Messrs. Green and Hart, to further discuss Avid and the information that had been provided. The parties (other than the executives of Ampersand) also met for dinner that evening to further discuss Avid.

On September 5, 2024, Avid received two non-binding indications of interest to acquire Avid. None of the other parties contacted (including Party D) submitted a proposal in accordance with the instruction. The two non-binding proposals were:

On September 9, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors the proposals received on September 5 and possible responses to the proposals. Representatives of Moelis provided the Board of Directors with a summary of the proposals received and a report on the status of Moelis’ outreach to the potentially interested counterparties and the interest from those parties. Moelis explained the feedback provided by each of the parties contacted for their decisions about whether or not to proceed, noting that they were not expecting any proposals other than the proposals received from GHO and Ampersand and Party C. Representatives of Moelis made a presentation of preliminary financial analyses of Avid and the proposals received on September 5. They also discussed how the proposals could be considered relative to the status quo strategy of business operations.

The Board of Directors and the advisors discussed possible responses to the proposals and risks and uncertainties related to the proposed transactions, conditions in the proposals, methods by which Avid could improve the terms of each of the proposals for further review, GHO and Ampersand’s request for exclusivity, competitive pressure that could be maximized through a formal process for obtaining binding proposals (including after completion of due diligence and providing the terms of a definitive transaction agreement), and possible timelines on which each party could be expected to provide a binding proposal which could then be evaluated by the Board of Directors. Representatives of Cooley also reviewed the key terms of a draft form definitive merger agreement providing for the transaction to be provided to each of the parties if approved by the Board of Directors, noting certain terms that each party would likely seek to negotiate further. Following discussion, the Board of Directors directed Moelis to contact GHO and Ampersand and Party C, decline to agree to any of the proposals made, invite each of them to provide a

binding proposal to acquire Avid, and note to each that they had not differentiated their price from other interested parties and that the Board of Directors believed that any successful party would need to offer a price per share no less than the high end of the range indicated in each of their proposals made on September 5.

Following the meeting, Moelis contacted each of GHO and Ampersand and Party C to provide the Board of Directors’ feedback and discuss next steps. Thereafter, Moelis conducted periodic discussions with each of these parties regarding timelines and next steps and communicated a deadline for revised final round written proposals. During the course of these discussions, each party expressed concern about being able to meet the initially proposed deadlines of written proposals by early October and additional time was provided to each party to keep them both involved in pursuing the proposed transaction.

Beginning on September 11, 2024 and continuing until the execution of the Merger Agreement, Avid made additional confidential information about Avid and its businesses available to GHO and Ampersand and Party C and their respective advisors through a virtual data room to permit each party and its advisors to conduct its due diligence reviews. Avid also responded to extensive due diligence inquiries from each of these parties and its advisors, provided functional due diligence sessions with Avid senior management and other employees and hosted site visits at both of Avid’s sites during this period.

On September 20, 2024, members of Avid senior management, including Messrs. Green, Hart and Kwietniak, made an additional management presentation to GHO and Ampersand and certain of their advisors.

September 24, 2024, members of Avid senior management, including Messrs. Green, Hart and Kwietniak, with representatives of Moelis present, participated in a half day diligence session with Party C, followed by dinner with Messrs. Green, Hart and Kwietniak and representatives of Party C.

On September 26 and 27, 2024, representatives of Party C and its advisors, with representatives of Moelis present, visited Avid’s facilities in Orange County, California and had a meeting with members of Avid senior management, including Messrs. Green, Hart and Kwietniak, Richard Richieri, Chief Operations Officer of Avid, and Ray Marzouk, Vice President, Quality of Avid, to discuss Party C’s further due diligence inquiries regarding Avid.

On September 27, 2024, Moelis provided instructions to GHO and Ampersand and Party C to provide a final round proposal to acquire Avid by October 17, 2024. In particular, the representatives of Moelis indicated that a form merger agreement prepared by Cooley would be provided soon and each party would be expected to provide any comments on the agreement to Cooley by October 10.

On September 30, 2024, October 1, 2024 and October 2, 2024, representatives of GHO and Ampersand and their advisors visited Avid’s facilities in Orange County, California and held meetings with members of Avid senior management, including Messrs. Green, Hart, Kwietniak, Richieri and Marzouk, with representatives of Moelis present, to discuss GHO and Ampersand’s further due diligence inquiries regarding Avid.

Also on September 30, representatives of Cooley made available to representatives of GHO and Ampersand and Party C a form merger agreement and requested feedback on the form merger agreement by October 10. The form merger agreement contemplated that the proposed transaction would be completed pursuant to a merger with a stockholder vote, although the recipients were encouraged to alternatively pursue a tender offer structure if feasible and if it would shorten the period from the signing of the merger agreement until the closing. The form merger agreement included customary terms and conditions for such an agreement, including (1) that the transaction would be fully financed and not subject to a financing contingency or limitations of liability for any failure of the transaction to close due to financing, (2) a customary non-solicitation provision with a “fiduciary out” provision that would allow the Board of Directors to change its recommendation in favor of the transaction following receipt of an unsolicited Superior Proposal (as defined below) or following the occurrence of an intervening event and/or terminate the merger agreement to accept an unsolicited Superior Proposal, in each case subject to certain notice and match rights and the payment by Avid of a Company Termination Fee (which would be a two-tiered fee of 1.75% of the implied equity value of Avid in the transaction for the first thirty (30) days and thereafter would increase to 2.75% of the implied equity value of Avid in the transaction), (3) the obligation of the acquiror to take all actions necessary to obtain required antitrust and regulatory approvals and limits on the ability of the acquiror from buying competing businesses, and (4) limitations on the types of determinations or delays by the U.S. Food and Drug Administration or other governing bodies with respect to applications or approvals of Avid’s customers or other parties’ new product candidates or programs that could be taken into account in determining whether a “Material Adverse Effect” had occurred with respect to Avid (the “specified MAE carve-out”).

On October 9, 2024, representatives of Cooley had a videoconference with representatives of Ropes & Gray LLP (“Ropes”), GHO’s legal counsel which for purposes of the negotiation of the merger agreement was also acting on behalf of Ampersand vis-à-vis Avid and Cooley, to discuss the proposed transaction and for Ropes to preview the comments to the form merger agreement that GHO and Ampersand expected to make in a markup to the merger agreement to be delivered the following day.

On October 10, 2024, Ropes sent Cooley GHO and Ampersand’s proposed markup to the form merger agreement. The markup to the merger agreement, among other things, (1) added new closing conditions regarding the receipt of third party consents, non-antitrust regulatory approvals, payoff letters and other matters, (2) revised the definition of “Material Adverse Effect” to remove the specified MAE carve-out, (3) removed the obligation of Parent to take all actions necessary to obtain required antitrust and regulatory approvals, (4) increased the proposed size of the Company Termination Fee that could become payable by Avid to a single-tiered fee of 4% of the implied equity value of Avid in the transaction (including the value of Avid’s outstanding convertible notes) and expanded the circumstances upon which the Company Termination Fee would be payable, and (5) added limitations of liability for Parent in the event that Parent did not close the transaction or was in breach of the merger agreement if specific performance was not awarded and replaced it with an obligation of Parent to pay a Reverse Termination Fee in certain circumstances equal to 5% of the implied equity value of Avid in the transaction (including the value of Avid’s outstanding convertible notes). The markup to the merger agreement reflected that GHO and Ampersand were willing to pursue a tender offer structure if feasible and if it would shorten the period from the signing of the merger agreement until the closing but that they did not believe it would shorten this period given the regulatory approvals. Ropes also provided a draft equity commitment letter to be provided by GHO and Ampersand at the signing of the merger agreement.

Party C did not provide a markup to the form merger agreement on October 10 as instructed. Moelis thereafter spoke with Party C, which indicated that it was still evaluating the transaction but had determined not to submit a markup at that time. Following this conversation, Party C continued to provide due diligence requests and engaged in due diligence sessions with Avid senior management.

On October 14, 2024, representatives of Cooley had a videoconference with representatives of Ropes related to the markup of the form merger agreement provided by Ropes on October 10. The representatives of Cooley gave feedback to the markup of the form merger agreement based on feedback from Avid senior management and certain members of the Board of Directors and suggested that GHO and Ampersand consider the feedback to make GHO and Ampersand’s proposal more compelling. In particular, they indicated that (1) the new closing conditions regarding the receipt of third party consents, non-antitrust regulatory approvals, payoff letters and other matters were not necessary or appropriate, (2) the prior form of the definition of ‘‘Material Adverse Effect” was customary, (3) the full deletion of the obligation of Parent to take all actions necessary to obtain required antitrust and regulatory approvals allocated all risk of antitrust approvals to Avid and that alternatives to share that risk in a more balanced way would be more acceptable, (4) they expected the Board of Directors would accept a single-tiered fee but that the amount should be lower than the amount proposed by GHO and Ampersand, and (5) while not having any feedback on the additional limitations of liability for Parent or the Reverse Termination Fee approach, encouraged GHO and Ampersand to consider increases to the amount of the Reverse Termination Fee as much as possible. In addition, the representatives of Cooley indicated that, based on the proposed conditions for the transaction, they believed that the Board of Directors would want to complete the transaction with a tender offer structure to shorten the period from the signing of the merger agreement until the closing to minimize risk for Avid stockholders, which would be possible based on their proposed approach to the conditions.

Also on October 14, members of Avid senior management, including Mr. Green, conducted a call with Party C to discuss possible future revenue opportunities for Avid.

On October 16, 2024, representatives of Cooley had several videoconferences and calls with representatives of Ropes related to the merger agreement. The representatives of Ropes gave feedback regarding the topics discussed on their videoconference from October 14 and previewed the updated comments to the form merger agreement that GHO and Ampersand expected to make in a markup to the merger agreement to be delivered the following day based on the feedback provided by Cooley. In particular, they noted that GHO and Ampersand were prepared to eliminate the additional conditions proposed in the initial markup on October 10 but that they were not prepared to complete the transaction with a tender offer structure. In addition, the representatives from Ropes noted that, while GHO and Ampersand would not condition the proposed transaction on agreements with Avid senior management for continued employment following the consummation of the proposed transaction and were honoring instructions to not have

conversations of such matters, at the appropriate time with the consent of the Board of Directors (but in any case before signing any merger agreement) GHO and Ampersand wanted to have an initial conversation with Mr. Green about his and other members of Avid senior management’s expectations following the closing. From that time through the execution of the Merger Agreement, representatives of each of Moelis and Cooley held numerous conversations with representatives of each of William Blair and Ropes to discuss the merger agreement and various other aspects of the transaction from time to time.

On October 17, 2024, GHO and Ampersand sent a revised proposal letter to Avid in which GHO and Ampersand made a proposal to acquire Avid for $12.25 per share in cash (the “October 17 Revised Proposal”). GHO and Ampersand confirmed that their due diligence was substantially complete and that they expected to have all financing documents in place by October 31. GHO and Ampersand also provided a revised form of their proposed markup to the form merger agreement with the October 17 Revised Proposal and said that they were prepared to close out any remaining items on the merger agreement constructively. The markup to the merger agreement reflected improvement to Avid from the version delivered on October 10 based on the feedback provided by Cooley to Ropes on October 14 and previewed by Ropes on the prior day, including, among other things, to (1) eliminate the additional conditions proposed in the initial markup on October 10, (2) commit to take further procedural actions to obtain required antitrust and regulatory approvals but not to divest assets, (3) decrease the size of the Company Termination Fee that could become payable by Avid to a single-tiered fee of 4% of the implied equity value of Avid in the transaction (excluding the value of Avid’s outstanding convertible notes), and (4) increase the size of the Reverse Termination Fee that could become payable by Parent to 6.25% of the implied equity value of Avid in the transaction (excluding the value of Avid’s outstanding convertible notes). However, the markup to the merger agreement continued to have several provisions that were less favorable to Avid than the form merger agreement provided, including that it (1) continued to remove the specified MAE carve-out from the definition of the “Material Adverse Effect”, (2) removed the obligation of the acquiror to take remedial actions necessary to obtain required antitrust and regulatory approvals and made the limits on the ability of Parent and its affiliates to buy competing businesses last only until January 31, 2025 (or, if earlier, the closing of the Merger), and (3) continued to have limitations of liability for Parent in the event that Parent did not close the transaction or was in breach of the merger agreement if specific performance was not awarded and replaced it with an obligation of Parent to pay the Reverse Termination Fee. GHO and Ampersand requested a period of exclusivity until October 31, 2024 in order to finalize the necessary execution items, including finalization of the definitive documentation and their financing.

Party C did not provide a proposal on October 17 as instructed. Thereafter, Moelis spoke with Party C, who indicated that they were still evaluating the transaction.

On October 19, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors any proposals received on October 17 and possible responses to the proposals. Representatives of Moelis provided the Board of Directors with a summary of the October 17 Revised Proposal, the feedback provided by Party C and the summary of their outreach to the potentially interested counterparties. Representatives of Moelis made a presentation of preliminary financial analyses of Avid and the October 17 Revised Proposal. Representatives of Cooley reviewed the status of negotiation of the draft merger agreement with Ropes on behalf of GHO and Ampersand, noting the initial comments made by Ropes, the responses provided to Ropes and possible key terms that the Board of Directors may seek to negotiate further. The Board of Directors and the advisors also discussed GHO and Ampersand’s request for exclusivity and their sense of the importance of the request at this time. The Board of Directors and the advisors discussed possible responses to the proposals and risks and uncertainties related to the proposed transaction, including the maximum price at which they believed GHO and Ampersand would be willing to agree, their perception of the low antitrust risk posed by the proposed transaction, and the other terms and conditions of the draft merger agreement, including the deal protection provisions. Following discussion, the Board of Directors directed Moelis to contact Party C and confirm whether Party C would be submitting a final proposal to acquire Avid at a price per share above $12.00, the high end of their first round bid, and to contact GHO and Ampersand and, together with Avid senior management and the other advisors, seek to negotiate improvements to the terms of the October 17 Revised Proposal. In particular, the Board of Directors instructed that a counterproposal be delivered to GHO and Ampersand of a preliminary agreement to a price of $12.50 per share in cash with the following revisions to the merger agreement: (1) a reduction of the Company Termination Fee that could become payable by Avid to 3.5% of the implied equity value of Avid in the transaction, (2) an increase in the size of the Reverse Termination Fee that could become payable by Parent to 7.5% of the implied equity value of Avid in the transaction, (3) inclusion of the specified MAE carve-out in the definition of the “Material Adverse Effect”, and (4) in lieu of the obligation of Parent to take remedial actions necessary to obtain required antitrust and regulatory approvals and

restrictions on the ability of Parent and its affiliates to buy competing businesses after January 31, 2025, the requirement that Parent pay Avid a reverse termination fee in the amount above if the proposed transaction did not close as a result of failure to obtain antitrust approvals. The Board of Directors authorized Avid senior management to agree to extend exclusivity for GHO and Ampersand until October 28 if Party C did not respond favorably to the price inquiry to be made and GHO and Ampersand agreed to the terms of the counterproposal.

Following the meeting, Moelis contacted each of Party C and GHO and Ampersand as instructed by the Board of Directors with respect to the per share offer prices. With respect to Party C, following the price inquiry made by Moelis, Party C informed Moelis that after further evaluation of a proposed transaction that they would not be willing to enter into a transaction to acquire Avid. With respect to GHO and Ampersand, Moelis engaged in several discussions with GHO, Ampersand and William Blair on October 19 and October 20 regarding Avid’s counterproposal and received a range of alternatives for the proposed items, including offer prices ranging from $12.30 to $12.50 per share, various durations of the exclusivity required by GHO and Ampersand (extending to as late as November 5, 2024) and the other terms of the counterproposal.

On October 21, 2024, William Blair provided Moelis with GHO and Ampersand’s updated proposal for consideration by the Board of Directors on behalf of GHO and Ampersand (the “October 21 Revised Proposal”). William Blair indicated that GHO and Ampersand would be willing to agree to a price of $12.30 per share in cash, a reduction of the Company Termination Fee that could become payable by Avid to 3.75% of the implied equity value of Avid in the transaction, agreement that the Reverse Termination Fee that could become payable by Parent would be 7.5% of the implied equity value of Avid in the transaction as requested, no inclusion of the specified MAE carve-out in the definition of the “Material Adverse Effect”, and a requirement that Parent pay Avid a reduced Regulatory Termination Fee equal to 3.75% of the implied equity value of Avid in the transaction if the proposed transaction did not close as a result of failure to obtain antitrust approvals because Parent or its affiliates bought a competing business after January 31, 2025 (but not the other requested changes to the antitrust provisions). The October 21 Revised Proposal also indicated that GHO and Ampersand would expect to have exclusivity through a target signing date of October 31.

Later on October 21, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors the updates regarding the discussions with Party C and GHO and Ampersand and possible responses to the proposals. Representatives of Moelis provided the Board of Directors with a summary of the discussions since the last meeting of the Board of Directors and the October 21 Revised Proposal, including GHO and Ampersand’s rationale for the terms provided. The Board of Directors and the advisors discussed possible responses to the proposal and risks and uncertainties related to the proposed transaction, including possible timelines for the proposed transaction. Following discussion, the Board of Directors instructed Moelis to seek to negotiate the price terms further. In particular, they instructed Moelis to negotiate with GHO and Ampersand further to seek to get them to agree to a price of $12.50 per share in cash and that, as long as GHO and Ampersand were willing to agree to a price of at least $12.40 per share in cash, the Board of Directors would agree to the proposed resolution of the other items as presented and would agree to grant GHO and Ampersand an exclusive negotiation period until November 1, 2024.

Following the meeting, Moelis contacted GHO and Ampersand as instructed by the Board of Directors. They noted that the Board of Directors wanted GHO and Ampersand to agree to a price of $12.50 per share in cash without offering any lower number. Later that day and on October 22, representatives of Moelis, GHO, Ampersand and William Blair further discussed the terms and conditions of the proposal and whether GHO and Ampersand would be able to agree to the price proposed.

On October 23, 2024, Ropes provided Cooley with GHO and Ampersand’s updated proposal. Ropes indicated that GHO and Ampersand would be willing to agree to a price of $12.50 per share in cash, with the proposed resolution of the other items as presented and on the condition that Avid would agree to grant GHO and Ampersand an exclusive negotiation period until November 1, 2024. They also provided a list of remaining due diligence items that they said were important to GHO and Ampersand in closing out its due diligence based on the price increase.

Later on October 23, consistent with the Board of Directors’ instructions at its meeting on October 21, representatives of Cooley sent Ropes a form exclusivity agreement providing for an exclusive negotiation period until the close of business on November 1 unless Parent were to reduce the proposed price or negatively impact the proposed terms of the proposed transaction. The parties agreed to target executing the merger agreement by that date.

On October 24, 2024, Avid, GHO and Ampersand executed the exclusivity agreement, at which time Avid and its representatives terminated access to the online data room and any discussions regarding a potential transaction with any other potential counterparty.

During the remainder of the week and the beginning of the following week, representatives of each of Avid, GHO and Ampersand and their respective advisors engaged in discussions regarding finalizing the definitive documentation providing for the transaction and completing any remaining due diligence. During this period and culminating in the execution of the Merger Agreement on November 6, representatives of Cooley and Ropes exchanged several drafts of the documentation, including the Merger Agreement, Equity Commitment Letters, Limited Guarantees, disclosure schedules and other ancillary agreements, and held a number of discussions relating thereto.

On October 29, 2024, representatives of William Blair and Ropes informed representatives of Moelis and Cooley, respectively, that, while they are making good progress and matters are coming together well, GHO and Ampersand would not be able to execute the Merger Agreement that week as they finalized their financing and would need to delay until the following week. William Blair sent a request for an extension of the exclusivity period until the close of business on November 6 and said GHO and Ampersand would target executing the Merger Agreement by that date.

On November 2, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors discussed with the advisors the updates regarding the negotiations with GHO and Ampersand. At the meeting, representatives of Moelis provided the Board of Directors with a summary of the discussions since the last meeting of the Board of Directors, GHO and Ampersand’s request for the extension to exclusivity and the proposed timeline for the transaction. The Board of Directors and the advisors discussed possible responses to the request and risks and uncertainties related to the proposed transaction. Representatives of Cooley reviewed with the Board of Directors the key terms and conditions of the draft Merger Agreement that had been negotiated to date with GHO and Ampersand, including the economic terms of the proposed transaction, the conditions to closing, the covenants of the parties during the period prior to the closing (including provisions regarding the operations of Avid during the pendency of the transaction), the covenants prohibiting the solicitation of alternative transactions and right of the Board of Directors to consider unsolicited transaction proposals and to change its recommendation regarding the transaction and/or terminate the Merger Agreement to accept a Superior Proposal in certain circumstances, the termination fees payable by Avid or Parent in certain circumstances, the provisions and ancillary agreements regarding Parent’s obligation to close or remedies available to Avid and other key terms of the Merger Agreement. They noted that the terms of the Merger Agreement were substantially final, other than a few remaining items regarding compensation. Following discussion, the Board of Directors authorized the extension of the exclusive negotiation period (which had been extended by several hours until the time of the board meeting by written confirmation to the Board of Directors) until November 6. The Board of Directors also discussed in executive session, with Mr. Green present, the open compensation-related items and GHO and Ampersand’s request for an initial conversation with Mr. Green about his and other members of Avid senior management’s expectations following the Closing, which GHO and Ampersand had agreed to defer until the Board of Directors authorized the conversation after the terms of the Merger Agreement were substantially final. The Board of Directors discussed these open items and requests, evaluated possible compensation terms to keep the employees retained and adequately incentivized prior to the Closing and evaluated any impact of these matters on the ability to consummate the proposed transaction. Following discussion, the Board of Directors authorized Mr. Green to meet with GHO and Ampersand to finalize the open compensation-related items consistent with their guidance to him and have the requested initial conversation (but not enter into any definitive agreement or understanding with GHO or Ampersand).

Later that day, Avid, GHO and Ampersand executed the extension of the exclusivity agreement.

On November 5, 2024, Mr. Green and an executive from each of GHO and Ampersand met to discuss the open compensation-related items in the Merger Agreement consistent with the Board of Directors’ guidance to him. The parties finalized the negotiations of these items that day and early on the day on November 6. They also had an initial conversation about Mr. Green’s and other members of Avid senior management’s expectations following the Closing (about which no definitive agreements or understandings were reached).

On the afternoon of November 6, 2024, the Board of Directors held a meeting by videoconference, with attendance from representatives of each of Moelis and Cooley and members of Avid senior management. At the meeting, the Board of Directors reviewed the terms of the proposed transaction. Representatives of Cooley reviewed

with the Board of Directors the fiduciary duties of the directors in connection with the consideration of the possible transaction and the updates to the terms and conditions of the draft Merger Agreement since the prior presentation to the Board of Directors on the draft agreement on November 2, including the final terms of the then open compensation-related terms. Representatives of Moelis reviewed with the Board of Directors Moelis’ financial analysis of the Merger Consideration and delivered to the Board of Directors an oral opinion, which was confirmed by delivery of a written opinion, dated November 6, 2024, addressed to the Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the Merger Consideration to be received in the Merger by holders of the common stock is fair, from a financial point of view, to such holders. See the section entitled “The Merger—Opinion of Moelis & Company” for further information on the Moelis opinion and analyses. The Board of Directors discussed the proposed communications plan regarding the transaction. Following discussion and review of the various presentations made, matters considered and discussion of the benefits and risks of the proposed transaction, the Board of Directors unanimously determined the Merger Agreement and the consummation of the transactions contemplated thereby is advisable to, and in the best interest of, Avid and its stockholders, approved the execution, delivery and performance by Avid the Merger Agreement and the consummation of the transactions contemplated thereby and resolved to recommend to the Avid stockholders the approval of the Merger at the Special Meeting. See the section entitled “The Merger—Recommendation of the Avid Board of Directors; Avid’s Reasons for the Merger” for further information on the Board of Directors’ recommendation and reasons for the recommendation.

After the Board of Directors meeting, Avid and Parent executed the Merger Agreement.

Thereafter on the evening of November 6, Avid, GHO and Ampersand issued a joint press release announcing the Merger.

The Board of Directors has unanimously: (i) determined the entry into the Merger Agreement and the Transactions, are advisable, and in the best interest of, Avid and its stockholders; (ii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Merger; and (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend that the Avid stockholders adopt the Merger Agreement and approve the Merger and the Transactions.

The Board of Directors also unanimously recommends that Avid stockholders vote: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

In the course of reaching its determination and recommendation, the Board of Directors consulted with Avid management, Cooley and Moelis. The Board of Directors considered the following reasons (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) determination that the entry into the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable, and in the best interest of, Avid and its stockholders, (ii) authorization and approval of the execution, delivery and performance by Avid of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) subject to the terms and conditions of the Merger Agreement, recommendation that Avid stockholders adopt the Merger Agreement and approve the Merger and the Transactions:

The Board of Directors also considered a number of uncertainties and risks in their deliberations concerning the Transactions, including the Merger, including the following (which are not necessarily presented in order of relative importance):

The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement and approve the Merger and the Transactions addresses the reasons considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of reasons considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to different factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements”.

At the meeting of the Board of Directors on November 6, 2024 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated November 6, 2024, addressed to the Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the Merger Consideration to be received in the Merger by stockholders is fair, from a financial point of view, to such stockholders.

The summary of the written opinion of Moelis set forth below is qualified in its entirety by the full text of Moelis’ written opinion dated November 6, 2024, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, and which is attached as Annex B to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use of the Board of Directors (solely in its capacity as such) in its evaluation of the Merger Consideration to be received by the stockholders. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Merger Consideration and does not address Avid’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available with respect to Avid. Moelis’ opinion does not constitute a recommendation to any stockholder of Avid as to how such stockholder should vote or act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by it being complete and accurate in all material respects. Moelis did not independently verify any such information (nor did it assume any responsibility for the independent verification of any such information). Moelis also relied on the representation of Avid’s management that Avid’s management is not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis relied upon, without independent verification, the assessment of Avid and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above, Moelis assumed, at Avid’s direction, that such financial forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Avid as to the future performance of Avid. Moelis expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they are based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Avid, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion does not address Avid’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Avid. Moelis’ opinion does not address the terms of any financing of the Merger, including the likelihood of completion of any such financing, any legal, regulatory, tax or accounting matters. Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Merger Consideration from a financial point of view to the stockholders. Moelis did not express any opinion as to fair value, viability or the solvency of Avid following the closing of the Merger. In rendering its opinion, Moelis assumed that the final executed form of the Merger Agreement would not differ in any material respect from the draft dated November 5, 2024 that Moelis reviewed, that the Merger will be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Merger Agreement are accurate and correct, and that the parties to the Merger Agreement will comply with all the material terms of the Merger Agreement. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger will be obtained, except to the extent that could not be material to Moelis’ analysis.

Moelis’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date on which the opinion was delivered, and Moelis assumes no responsibility to update its opinion for developments after the date on which it was delivered. As the Board of Directors was aware, the credit, financial and stock markets have been experiencing unusual volatility and Moelis expressed no opinion or view as to any potential effects of such volatility on Avid, Parent or the Merger.

The following is a summary of the material financial analyses presented by Moelis to the Board of Directors at its meeting held on November 6, 2024, in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

Selected Public Companies Analysis. Moelis reviewed financial and stock market information of the selected publicly traded pharmaceutical contract development and manufacturing companies that focus on biologics and others that produce high value inputs for biologics manufacturing.

Based on its professional judgment and experience, Moelis excluded contract development and manufacturing organizations that focus on the development and manufacture of small molecules, clinical research organizations, and companies providing analytical instruments that serve the high growth end-markets due to significant differences in business models, go-to-market strategies, competitive dynamics, and margin profiles. For purposes of selecting its reference ranges for this analysis, Moelis noted that none of the selected companies reviewed in their analysis were deemed directly comparable to the Company, including as a result of (i) the Company’s transition to a pure-play

CDMO as compared to other companies’ diversity in businesses, (ii) the Company’s growth and margin profile as an early stage company as compared to later stage companies and (iii) the competitive dynamics and market conditions in the United States as compared to Europe.

Moelis reviewed, among other things, enterprise values of the selected companies (calculated as market value of the relevant company’s diluted common equity based on its closing stock price on November 5, 2024, plus preferred stock, plus, as of the relevant company’s most recently reported quarter end, short-term and long-term debt, less cash and cash equivalents, plus book value of non-controlling interests) as a multiple of estimated revenue and Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, and stock-based compensation expense, where applicable) for fiscal years 2025 and 2026. Financial data for the selected companies was based on publicly available research analysts’ estimates, public filings and other publicly available information. Information for Catalent, Inc. is based upon the unaffected stock price of Catalent, Inc. on February 3, 3023, prior to the publicly reported potential acquisition of Catalent, Inc. and includes multiples of estimated revenue and Adjusted EBITDA for fiscal years 2024 and 2025.

The selected publicly traded companies and their corresponding enterprise value to Adjusted EBITDA multiples were:

Based on its professional judgment and experience, Moelis considered but did not rely on revenue-based multiples as an appropriate valuation for publicly traded contract development and manufacturing organizations, which Moelis noted is also consistent with valuation methodologies published by equity research analysts for the sector.

Moelis then applied ranges of selected multiples derived from the selected companies of 16.0x to 27.0x in the case of fiscal year 2026 estimated Adjusted EBITDA to corresponding financial data of Avid. The high end of the range of selected multiples was also informed by Avid’s fiscal year 2026 estimated enterprise value / Adjusted EBITDA multiple of 26.9x and the low end of the range was informed by PolyPeptide AG in light of its similar scale, growth trajectory and margin profile, while taking into account the Company’s greater exposure to attractive end-segments. Financial data for Avid was based on financial forecasts and other information and data provided by Avid’s management. This analysis indicated the following implied per share reference range for Avid, as compared to the $12.50 per share consideration:

Discounted Cash Flow Analysis. Moelis performed a discounted cash flow (“DCF”) analysis of Avid using financial forecasts and other information and data provided by Avid’s management to calculate the present value of the estimated future unlevered free cash flows projected to be generated by Avid. In performing the DCF analysis of Avid, Moelis utilized a range of discount rates of 12.00% to 17.00% based on an estimated range of the Company’s weighted average cost of capital (“WACC”). The WACC range was derived using the Capital Asset Pricing Model and a size premium. Moelis used the foregoing range of discount rates to calculate estimated present values as of April 30, 2024 of (i) Avid’s estimated after-tax unlevered free cash flows for fiscal year 2025 through fiscal year 2029 (in each case, discounted using a mid-year discounting convention), and (ii) estimated terminal values derived by applying a range of multiples of 17.0x to 20.0x to Avid’s fiscal year 2029 estimated Adjusted EBITDA. Moelis noted that the selected terminal multiple range was informed by the current and ten-year average historical trading multiples of the Company and selected publicly traded CDMOs, as well as the Company’s financial profile and growth trajectory in the terminal year compared to the Company’s current financial metrics and trading multiples. In

calculating the implied equity value of Avid, Moelis separately valued, as of April 30, 2024, Avid’s (i) U.S. federal and state net operating losses (“NOLs”) and (ii) California R&D tax credits, in each case, using estimates of tax cash savings provided by Avid. This analysis indicated the following implied per share reference range for Avid (inclusive of the net present value of the tax attributes), as compared to the $12.50 per share consideration:

Moelis also noted for the Board of Directors certain additional factors that were not considered part of Moelis’ financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company used in the analyses described above is identical to Avid. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Avid, nor Moelis or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arms’ length negotiations between Avid and Parent and was approved by the Board of Directors. Moelis did not recommend any specific consideration to Avid or its Board of Directors, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger.

Moelis acted as financial advisor to Avid in connection with the Merger. Avid agreed to pay Moelis certain fees for its services in connection with the Merger, comprised of (i) a retainer fee of $500,000, which became payable upon execution of an engagement letter between Avid and Moelis on July 1, 2024, and which fee shall be offset against the transaction fee referred to below, (ii) an opinion fee of $3,000,000, which became payable upon Moelis’ having substantially completed its work in connection with the delivery of its opinion, regardless of the conclusion reached therein and which fee shall be offset against the transaction fee referred to below, and (iii) a transaction fee, which shall become payable upon consummation of the Merger. The transaction fee is calculated by reference to the fully diluted enterprise value of Avid implied by the Merger and is currently estimated to be approximately $25,800,000. In addition, Avid has agreed to indemnify Moelis for certain liabilities arising out of its engagement and not arising out of Moelis’ bad faith or gross negligence, including liabilities under the federal securities laws.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of Avid, Parent, GHO and Ampersand. Moelis provided investment banking and other services to GHO unrelated to the Merger and in the future may provide such services to Parent, GHO, Ampersand or their affiliates and Moelis has received and may receive compensation for such services. In the past two (2) years prior to the date of the opinion, Moelis acted as financial advisor to a portfolio company of GHO in a buy-side transaction, which was completed in 2022, and received $1,000,000 for such services.

The opinion was for the use and benefit of the Board of Directors (solely in its capacity as such) in its evaluation of the Merger. The opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. The opinion was approved by a Moelis & Company LLC fairness opinion committee.

The Board of Directors selected Moelis as its financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

While Avid has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, Avid does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in connection with the Board of Director’s review of potential strategic alternatives, including the Merger, between June and July 2024, Avid management, at the direction of the Board of Directors, prepared non-public, unaudited, prospective financial information for fiscal years 2025 through 2029 based on Avid management’s probability-adjusted five-year plan (the “Projections”), which assumed an implied revenue compound annual growth rate of 15.1%. The Board of Directors directed Moelis to use, and rely on, the Projections in connection with its financial analyses and for rendering its fairness opinion in connection with the Merger, as described in the section of this proxy statement captioned “The Merger—Opinion of Moelis & Company LLC”. Avid did not provide the specific Board of Directors-approved forecasts nor any other specific forecasts to interested counterparties, but a subset of the unaudited prospective financial information contained in the Projections was provided to potential counterparties, including representatives of GHO and Ampersand, in connection with the evaluation of a potential strategic transaction with Avid.

Avid management also prepared standalone forecasts based on the Projections that assumed (i) an implied revenue compound annual growth rate of 12.3% (“Sensitivity A”) and (ii) an implied revenue compound annual growth rate of 18.9% (“Sensitivity B” and together with Sensitivity A, the “Sensitivity Forecasts”) and provided the Sensitivity Forecasts to the Board of Directors and to Moelis for reference purposes. The Sensitivity Forecasts were not provided to any potential counterparties.

The Projections were not prepared with a view toward public disclosure or toward complying with GAAP, nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Avid. Ernst & Young LLP, Avid’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections.

The non-GAAP financial measures used in the Projections were relied upon by the Board of Directors and Moelis in connection with their consideration of the Merger and the Merger Consideration. While Avid believes that such non-GAAP financial measures provide useful supplemental information in analyzing Avid’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Avid may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or Moelis in connection with the Merger. Accordingly, Avid has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. The Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.

The Projections reflect estimates and assumptions made by Avid management with respect to general business, economic, competitive, regulatory, and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Avid’s control. In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Avid’s business and its results of operations. The Projections were developed solely using the information available to Avid’s senior management at the time they were created and reflect assumptions as to certain business decisions that are subject to change. None of Avid, Parent or any of their respective affiliates, advisors or other representatives makes any representation to any Avid stockholder regarding the validity, reasonableness, accuracy or completeness of the Projections or the ultimate performance of Avid relative to the Projections. The inclusion of the Projections in this proxy statement does not constitute an admission or representation of Avid that the Projections or the information contained therein is material. Except as required by applicable law, neither Avid nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Projections, which were prepared as of an earlier date. Modeling and forecasting the future in the biopharmaceutical industry, in particular, is a highly speculative endeavor.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements, risk factors, and other information regarding Avid in its public filings with the SEC. The Projections were developed by Avid management on a standalone basis without giving effect to the Merger and the Transactions, and therefore the Projections do not give effect to the proposed Transactions or any changes to Avid’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Transactions. Furthermore, the Projections do not take into account the effect of any failure of the Transactions to be completed and should not be viewed as accurate or continuing in that context.

The Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the

Projections should not be regarded as an indication that Avid or anyone who received the Projections then considered, or now considers, the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Avid management views the Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

Adjusted EBITDA and unlevered free cash flow contained in the Projections set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The most directly comparable GAAP financial measure for Adjusted EBITDA is net income, and the most directly comparable GAAP financial measure for unlevered free cash flow is net cash provided by (used in) operating activities. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed transaction if the disclosure is included in a document such as this proxy statement.

In light of the foregoing factors and uncertainties inherent in the Projections, holders of shares of Avid’s common stock are cautioned not to place undue, if any, reliance on the summary of the Projections set forth below. The information and table set forth below is included solely to give Avid stockholders access to certain of the financial projections that were made available to the Board of Directors, Moelis, GHO and Ampersand and is not included in this proxy statement in order to influence any Avid stockholder’s decision to vote with respect to the Merger Agreement Proposal or for any other purpose:

When considering the recommendation of the Board of Directors that you vote to approve the Merger Agreement Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the consummation of the Transactions, including the Merger, are advisable, and in the best interest of Avid and its stockholders, in reaching its decision to approve the execution, delivery and performance by Avid of the Merger Agreement and the consummation of the Transactions, including the Merger, and in making their recommendation that the stockholders approve the Merger Agreement Proposal.

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to and following the Closing, however, certain of our executive officers may have discussions or may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Under the Merger Agreement, to the fullest extent permitted by applicable law, all existing rights to indemnification, advancement of expenses and exculpation, for acts and omissions occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), by Avid or any of its subsidiaries existing in favor of those persons who are directors and officers of Avid or any of its subsidiaries as of the date of the Merger Agreement, have been directors or officers of Avid or any of its subsidiaries in the past or who become directors or officers of Avid or any of its subsidiaries following the date of the Merger Agreement and prior to the Effective Time (such individuals, collectively, the “Indemnified Persons”), in each case to the extent provided in the certificate of incorporation, bylaws, or applicable governing documents of Avid or its subsidiaries, as applicable (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between Avid or any of its subsidiaries, as applicable, and each Indemnified Person (to the extent set forth on the Avid disclosure schedule to the Merger Agreement and in effect as of the date of the Merger Agreement) in the forms made available to Parent or its representatives prior to the date of the Merger Agreement, will (i) survive the Closing, (ii) to the fullest extent permitted under applicable law, not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons, and (iii) be observed by the Surviving Corporation and its subsidiaries to the fullest extent available under applicable law for a period of six (6) years from the Effective Time. Any claim made pursuant to such rights within such six-year period will continue to be subject to the Merger Agreement and the rights provided under the Merger Agreement until disposition of such claim (even if after such six-year period).

Additionally, from the Effective Time until the sixth (6^th) anniversary of the Effective Time, (i) Parent and the Surviving Corporation will, to the fullest extent permitted under applicable law, indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of Avid or any of its subsidiaries against all losses, claims, damages, liabilities, fees, expenses (including reasonable and documented attorneys’ fees), judgments, amounts paid in settlement or fines incurred by such Indemnified Person in connection with any pending or threatened legal proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was (or any acts or omissions by such Indemnified Person in his or her capacity as) a director or officer of Avid or any of its subsidiaries at or prior to the Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim with respect to the transactions, in each case to the extent required by the existing indemnification obligations, and (ii) the Surviving Corporation will, and Parent will cause the Surviving Corporation to, maintain in effect the existing policy of directors’ and officers’ liability insurance maintained by Avid and its subsidiaries as of the date of the Merger Agreement for the benefit of the Indemnified Persons who are currently covered by such existing policy or become covered by such existing policy prior to the Effective Time with respect to their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of Avid and its subsidiaries (as applicable), on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy. At the Company’s election prior to the Effective Time, Avid may (through a nationally recognized insurance broker) purchase a six-year “tail” policy for the existing policy effective as of the Effective Time and if such “tail policy” has been obtained, it will be deemed to satisfy all obligations to obtain and/or maintain insurance pursuant to the Merger Agreement; provided, however, that in no event will the Surviving Corporation be required to expend in any one (1) year an amount in excess of 300% of the annual premium currently payable by Avid and its subsidiaries as of the date of the Merger Agreement with respect to such existing policy (or for any tail policy, the corresponding amount), it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent will be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount (or for any tail policy, the corresponding amount). For more information, please see the section of this proxy statement captioned “Proposal 1: The Merger Agreement Proposal—Indemnification and Insurance.”

Avid from time to time has granted awards under its equity incentive plans of Company Options, Company RSUs and Company PSUs.

As of [•], there were [•] shares of common stock subject to outstanding Company Options, [•] shares of common stock subject to outstanding Company RSUs, and [•] shares of common stock subject to outstanding Company PSUs.

The Merger Agreement provides that each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective

immediately prior to, and contingent upon, the Effective Time, and will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of the Per Share Merger Consideration over the exercise price payable per share under such Company Option, less applicable tax withholdings. Each Company Option with a per share exercise price that is equal to or greater than the Per Share Merger Consideration will be cancelled at the Effective Time without payment of consideration and have no further force or effect.

Each Company PSU that is outstanding as of immediately prior to the Effective Time, will, immediately prior to the Effective Time, to the extent unvested, vest in accordance with its terms at the greater of target performance (100%) and actual performance determined as of the end of the fiscal quarter immediately preceding the Effective Time, and each such Company PSU will be cancelled and converted into solely the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares (determined at the greater of target performance (100%) and actual performance determined as of the end of the fiscal quarter immediately preceding the Effective Time) issuable in settlement of such Company PSU immediately prior to the Effective Time without regarding to vesting, multiplied by (ii) the Per Share Merger Consideration, less applicable tax withholdings.

Each Company RSU, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Per Share Merger Consideration, less applicable tax withholdings.

The Merger Agreement generally provides that as soon as practicable following the date of the Merger Agreement, the Company will take all actions with respect to the Avid ESPP that are necessary to provide that: (i) subject to the consummation of the Merger, the Avid ESPP will terminate effective immediately prior to the Effective Time; (ii) with respect to any offering periods in effect as of the date of the Merger Agreement, no employee who is not a participant in the Avid ESPP as of the date of the Merger Agreement may become a participant in the Avid ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the date of the Merger Agreement for such offering periods; (iii) if such offering periods terminate prior to the Effective Time, then the Avid ESPP will be suspended and no new offering period will be commenced under the Avid ESPP prior to the termination of the Merger Agreement; and (iv) if an offering period in effect on the date of the Merger Agreement is still in effect at the Effective Time, then the last day of such offering period will be accelerated to a date prior to the Closing reasonably agreed by the parties.

If the Closing of the Merger occurs prior to July 1, 2025, Parent has agreed to pay, or cause to be paid, on the first regular payroll date of the Company following the Closing, the annual bonus of each employee who remains an employee as of the Closing, which is expected to include annual bonuses for each of Avid’s executive officers, for the Company’s fiscal year ending April 30, 2025 (“FY25”) in an amount equal to the annual bonus amount that such employees would receive if such employees’ annual bonus for FY25 was determined disregarding any individual component, if applicable, in the calculation of the amount of the annual bonus and weighting the Company performance components at 100%, with all applicable Company performance goals deemed achieved at the target level (each, a “FY25 Bonus”), subject to such employees remaining employed by the Company, Parent or one of their affiliates through the payment date, except that prior to the Closing, the authorized officers of the Company may reduce (including to zero dollars) any FY25 Bonus payable to a non-executive officer in its sole discretion. Each FY25 Bonus will be paid net of any withholding taxes required to be deducted and withheld by applicable law. If the Closing does not occur prior to July 1, 2025, the Company will not pay any FY25 Bonus but may pay annual bonuses for FY25 on or after July 1, 2025, to the extent to the extent earned in accordance with the terms of the applicable annual bonus plan.

The Company maintains the Deferred Compensation Plan under which our executive officers participate. The Merger Agreement provides that the Company will, prior to the Closing and in a manner intended to be in compliance with Section 1.409A-3(j)(4)(ix)(B) of the Treasury Regulations, terminate the Deferred Compensation Plan effective

as of immediately prior to the Closing. In connection with such termination, it is expected that amounts that Avid’s executive officers deferred under the Deferred Compensation Plan will be distributed to Avid’s executive officers shortly following the Closing.

The Company maintains an Executive Severance Plan (the “Severance Plan”) applicable to all individuals employed by us at the C-level and vice president level, including Avid’s executive officers. To the extent Avid’s executive officers are currently a party to an existing agreement with us providing for severance benefits, such executive officer has the ability, following the occurrence of an event entitling such executive officer to receive severance benefits under such existing agreement and the Severance Plan, to elect whether to receive the benefits under such existing agreement or the Severance Plan.

Under the Severance Plan, in the event of a termination of an executive officer’s employment by us without cause or a resignation by an executive officer for good reason three (3) months prior to a change in control or within twelve (12) months following a change in control, the severance benefits for the executive officer will consist of the following:

In the event of a termination of an executive officer’s employment by us without cause or a resignation by an executive officer for good reason three (3) or more months prior to a change in control or more than twelve (12) months following a change in control, the severance benefits for the executive officer will consist of continued payment of base salary following the date of such an executive officer’s termination of employment, plus reimbursement for the a portion of the cost of continued group health insurance coverage (such portion equal to the total premium, less the employee portion of such coverage in effect as of the executive officer’s termination date) for the applicable severance period, which is twelve (12) months for Messrs. Green, Hart, Richieri and Kwietniak and six (6) months for Mr. Ziebell.

Receipt of severance benefits under the Severance Plan is conditioned upon the executive officer’s timely execution of a separation agreement containing, among other provisions, a general release of all claims in favor of us.

If any payment under the Severance Plan would constitute an excess parachute payment within the meaning of Section 280G of the Code, the payments may be reduced to the minimum extent necessary so that no portion of any payment or benefit will constitute an excess parachute payment, however, the reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision, or any other tax).

For purposes of the Severance Plan, “cause” generally means the participant’s (i) breaches in any material respect or fails to fulfill in any material respect a fiduciary duty owed to Company; (ii) breaches in any material respect the terms of the participant’s employment agreement with the Company, if any, or any other confidentiality or non-solicitation, non-competition agreement between Company and the participant; (iii) pleads guilty to or is convicted of a felony; (iv) is found to have engaged in any reckless, fraudulent, dishonest or grossly negligent misconduct; (v) fails to perform his or her duties to the Company and the participant fails to cure any such failure within thirty (30) days after written notice from the Company of such failure, however, such right to cure shall not apply to any repetition of the same failure previously cured hereunder; or (vi) violates any material rule, regulation or policy of the Company that may be established and made known to Company’s employees from time to time, including without limitation, the Company’s employee handbook.

For purposes of the Severance Plan, “good reason” generally means, with respect to any participant, any one of the following that occurs without the consent of the participant: (i) a material reduction in the participant’s duties, authority, or responsibilities relative to the participant’s duties, authority, or responsibilities as in effect immediately prior to such reduction; however, continued employment following a change in control with substantially the same responsibility with respect to the Company’s business and operations will not constitute a material reduction in title, duties, authority, or responsibilities, (ii) a material reduction in the participant’s annual base salary, other than a reduction that occurs in connection with a Company-wide decrease in executive team compensation, (iii) a relocation of the participant’s principal workplace by more than fifty (50) miles that increases the participant’s one way commute based on his or her residence as of immediately prior to the time that the relocation is announced by at least fifty (50) miles, or (iv) the Company’s material breach of any written compensatory agreement as to which both the Company (or a Company affiliate) and the participant are parties; however, in each such case, the participant must provide thirty (30) days’ notice of the participant’s intent to resign for good reason within ninety (90) days after the participant learns of a potential good reason trigger, and the resignation shall be for good reason only if the potential good reason trigger remains substantially uncured as of the specified date of resignation.

Avid is a party to certain legacy employment agreements with Messrs. Green, Hart and Ziebell and an offer letter with Mr. Kwietniak. We are not party to an employment agreement with Mr. Richieri.

Under such employment agreements and offer letter, in the event of a change in control of Avid, if (i) Mr. Green’s or Mr. Hart’s employment is terminated other than for cause or Mr. Ziebell’s employment is terminated by the Company for any reason, in each case within three (3) months prior or twenty-four (24) months following such change in control, (ii) Messrs. Green, Hart or Ziebell terminates his employment for good reason within three (3) months prior to or twenty-four (24) months, for Mr. Green and Mr. Hart, or twelve (12) months, for Mr. Ziebell, following such change in control, or (iii) Mr. Kwietniak’s employment is terminated in connection with such change in control, the executive will be paid (a) in the case of Mr. Kwietniak, six (6) months’, and Mr. Green, twelve (12) months’ base salary, payable in equal monthly installments, and in the case of Mr. Hart and Mr. Ziebell, twenty-four (24) months’ base salary, payable in a single lump sum, and (b) other than with respect to Mr. Green and Mr. Kwietniak, one hundred percent (100%) of such executive’s earned target bonus as determined by the Compensation Committee of the Board of Directors in its sole discretion. Mr. Hart and Mr. Ziebell will also be paid a single lump sum payment equal to group insurance benefits for themselves and their family for twenty-four (24) months and in the case of Mr. Kwietniak and his family payable monthly in equal installments for a period of six (6) months. In addition, for Messrs. Green and Hart, any outstanding equity awards, and for Mr. Ziebell, any outstanding options to purchase common stock, will immediately become fully vested, however, Company PSUs will only vest as to the “target” level of performance, and, with respect to stock options, Mr. Green will have a period of one (1) year following the date of such termination, and Mr. Hart and Mr. Ziebell each will have a period of time equal to the lesser of two (2) years, for Mr. Hart following the date of such termination, and for Mr. Ziebell, following the date of the change in control, or until the original expiration date of the applicable option to exercise any vested and outstanding stock options as of the date of such termination. Other than Mr. Kwietniak, an executive’s receipt of the foregoing severance benefits is conditioned upon such executive’s execution of a general release of known and unknown claims in favor of the Company and its affiliates.

Pursuant to such employment agreements and offer letter, if we terminate Mr. Green’s, Mr. Hart’s or Mr. Ziebell’s employment without cause or Mr. Green, Mr. Hart or Mr. Ziebell, as the case may be, terminates his employment for good reason, in each case, not in connection with a change in control, such executive officer will be entitled to:

Mr. Green’s, Mr. Hart’s and Mr. Ziebell’s receipt of the foregoing severance benefits is subject to his timely execution and non-revocation of a general release of claims in favor of Avid.

Pursuant to Mr. Kwietniak’s offer letter, if his employment is terminated by us without cause or he terminates his employment for good reason, Mr. Kwietniak will be entitled to continuation of his base salary and group benefits paid for a period of six (6) months.

Each of Mr. Green’s, Mr. Hart’s and Mr. Ziebell’s employment agreement defines “good reason” as (i) the Company relocates the executive officer’s principal place of work to a location more than fifty (50) miles from the original location, without the executive officer’s prior written approval; (ii) the executive officer’s position and/or duties are modified so that his duties are no longer consistent with the executive officer’s title; or (iii) the executive officer’s annual base salary and related benefits, as adjusted from time to time, are reduced without his written authorization; except that for Mr. Ziebell only, for purposes of the change of control severance benefits described above, in lieu of the foregoing, “good reason” means, following a change of control: (x) the executive’s position is not substantially similar to his current position or a position satisfactory to him, (y) the executive’s then current base salary and related benefits are reduced or negatively impacted in any material respect, or (z) the Company relocates the executive’s principal place of work to a location more than fifty (50) miles from the original location, without prior written approval.

In the event of the death or disability of Mr. Hart or Mr. Ziebell, as defined in their employment agreements, the Company will not pay any further compensation or benefits after such event other than the payment by the Company of group insurance benefits previously provided to such executive officers for a period of twelve (12) months.

In the event that Mr. Ziebell voluntarily resigns other than for good reason, and in connection therewith provides ninety (90) days’ advance written notice (the “Extended Notice Period”) to the Company, the Company will pay Mr. Ziebell’s base salary then in effect and shall continue to provide other contractual benefits including group insurance benefits during the Extended Notice Period and for a period of six (6) months following the Extended Notice Period, conditioned upon Mr. Ziebell making himself telephonically available to the Board of Directors and the Company’s executive team for up to two (2) hours per week.

If payments made or to be made to executive officers would reasonably be expected to constitute parachute payments (within the meaning of Section 280G of the Code), the Company may, after providing advance notice to Parent before taking any such action, take the following steps to eliminate or mitigate the potential impact of Section 280G of the Code on past or future payments to the executive officers, including, but not limited to: (i) obtaining confirmation from its accountants on treatment of certain payments as reasonable compensation for services to be rendered, both before and/or following the Closing, (ii) obtaining third party valuations of noncompetition or similar covenants, (iii) to the extent that the Closing will occur in calendar year 2025, accelerate into calendar year 2024 (a) the vesting of all or a portion of equity awards that would otherwise vest prior to the Closing, and/or (b) payment of an applicable executive officer’s FY25 Bonus, or (iv) termination of the Deferred Compensation Plan in a manner that complies with Section 1.409A-3(j)(4)(ix)(B) of the Treasury Regulations, except such termination shall in no event occur earlier than the date that is thirty (30) days prior to the latest date that Parent and the Company agree Closing can occur. The Company will consult with and seek consent from Parent prior to taking any action to terminate the Deferred Compensation Plan or with respect to any additional remedial actions.

Prior to the Closing, Avid may grant annual director awards in the ordinary course of business consistent with past practice, except each such annual director award will have a grant date fair value equal to $100,000 and will fully vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) immediately prior to the Effective Time, subject to the director’s continuous service with us through such vesting date. Additionally, the Company may continue to pay annual cash retainers in equal quarterly installments to non-employee directors of the Company in amounts not to exceed the amounts as provided in our Non-Employee Director Compensation Program, as described in our 2024 Definitive Proxy Statement.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to certain executive officers in connection with the Merger. Please see the section of this proxy statement captioned “—Payments Upon Termination at or Following Change in Control” for further information regarding this compensation.

The table below assumes that: (i) for the purposes of this table only, that the Closing occurs on [•] (which is the latest practicable date before the filing of this proxy statement); (ii) the employment of Messrs. Green, Hart, Richieri, Kwietniak and Ziebell is terminated immediately following the Closing in a manner entitling the named executive officer to receive the most favorable severance benefits described in the section of this proxy statement captioned “—Payments Upon Termination at or Following Change in Control” that the named executive officer is eligible to receive; (iii) for purposes of calculating the severance benefits triggered, the named executive officers’ salary and target bonus are those in effect as of November 22, 2024; (iv) no named executive officer receives any additional equity grants on or prior to the Closing; (v) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the Closing, additional compensation or benefits; and (vi) without respect to any contractual cutbacks or mitigation actions that may occur to the extent any portion of such payments is determined to constitute a parachute payment (within the meaning of Section 280G of the Code). Pursuant to applicable proxy disclosure rules, the value of the equity award vesting acceleration below is calculated based on the number of shares covered by the applicable equity award (or for any Company PSU, the target number of shares subject to the Company PSU) that are accelerating multiplied by $12.50 per share (less the applicable exercise price per share in the case of Company Options). The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the Closing, or the value of payments or benefits that are not based on or otherwise related to the Merger.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. The assumptions based upon which we have estimated the amounts in the table below may or may not actually occur. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. No named executive officer has a tax gross-up agreement relating to any excise taxes on excess parachute payments that could be imposed under Sections 280G and 4999 of the Code.

As discussed above at “Treatment of Company Options, RSUs and PSUs”, at the Effective Time, each Company Option, Company RSU and Company PSU that is outstanding as of immediately prior to the Effective Time will become vested as of immediately prior to the Effective Time (including those held by our executive officers and non-employee directors) will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration payable for each share (minus the applicable per share exercise price for any Company Options).

Each of our executive officers is eligible to receive the applicable benefits with respect to his or her equity awards described above under the heading “Payments Upon Termination at or Following Change in Control”.

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards, whether vested or unvested, held by each of Avid’s executive officers and non-employee directors that are outstanding as of November 22, 2024. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Per Share Merger Consideration payable for each share (minus the applicable per share exercise price for any Company Options). No additional shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.