Matthew R. Kwietniak - 25 Dec 2024 Form 4 Insider Report for Avid Bioservices, Inc.

Footnote F1

In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") whereby the Issuer will be acquired by funds managed by affiliates of GHO Capital Partners LLP and Ampersand Capital Partners, the Board of Directors of the Issuer accelerated the payment of certain equity awards in connection with certain actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended) that could arise in connection with the anticipated transactions under the Merger Agreement. The accelerated settlement of equity awards reported in this Form 4 was contingent upon the reporting person's agreement to repay accelerated compensation amounts under certain conditions.

Footnote F2

Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

Footnote F3

Each performance stock unit ("PSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

Footnote F4

Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the RSUs described in footnotes 6 through 9. This sale does not represent a discretionary trade by the reporting person.

Footnote F5

Represents the shares sold by the reporting person pursuant to a contractual election to satisfy tax withholding obligations in connection with the vesting of the PSUs described in footnotes 10 and 11. This sale does not represent a discretionary trade by the reporting person.

Footnote F6

Represents RSUs granted to the reporting person on October 11, 2021 that are scheduled to vest over a four (4) year period. 25% vested on the first anniversary of the date of grant, and the remaining balance were scheduled to vest in twelve (12) equal quarterly installments beginning January 11, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.

Footnote F7

Represents RSUs granted to the reporting person on July 9, 2022 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2022, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.

Footnote F8

Represents RSUs granted to the reporting person on July 9, 2023 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2023, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.

Footnote F9

Represents RSUs granted to the reporting person on July 9, 2024 that were scheduled to vest in sixteen (16) equal quarterly installments over a four (4) year period beginning October 9, 2024, and each quarter thereafter until fully-vested, subject to the reporting person's continuous service to the Issuer on such vesting dates.

Footnote F10

The PSUs granted to the reporting person were subject to the Issuer achieving certain fiscal year financial milestones over three (3) consecutive fiscal year performance periods (i.e., May 1 to April 30) commencing with the fiscal year in which the PSU was initially granted (each fiscal year a "Performance Period"). Subject to the Issuer attaining the applicable fiscal year milestones, 1/3rd of the PSUs were scheduled to vest on the last day of each fiscal year during the Performance Period, subject to the reporting person's continuous service to the Issuer on such vesting dates. The number of PSUs initially reported by the reporting person was based on a maximum 200% achievement of each milestone during each Performance Period (the "Maximum Performance Target"). If a milestone was achieved at a rate below the Maximum Performance Target, or was not achieved, the corresponding portion of the PSUs that did not vest would be forfeited.

Footnote F11

Vested PSUs settled into shares of the Issuer's Common Stock on December 25, 2024.

Footnote F12

Represents the forfeiture of unearned PSUs for the Performance Period ending April 30, 2025.