EXECUTION VERSION EFiled: Jan 24 2024 08:26PM EST Transaction ID 71868895 Case No. 2022-1062-MTZ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LYUDMILA PAZYUK, derivatively ) on behalf of ADVERUM ) BIOTECHNOLOGIES, I

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STIPULATION AND AGREEMENT OF SETTLEMENT,

COMPROMISE AND RELEASE

This Stipulation and Agreement of Settlement, Compromise, and Release, dated January 24, 2024 (this Stipulation ), is

entered into by and among: (i) plaintiff Lyudmila Pazyuk ( Plaintiff ), individually and derivatively on behalf of Adverum Biotechnologies, Inc. ( Adverum or the Company ); (ii) defendants

Patrick Machado, Laurent Fischer, Soo J. Hong, Mark Lupher, Rabia Gurses Ozden, James Scopa, Dawn Svoronos, Reed V. Tuckson, Scott M. Whitcup, Eric G. Carter, Mehdi Gasmi, Rekha Hemrajani, Thomas Woiwode, Paul B. Cleveland and Richard Spivey

(together the Individual Defendants ); and (iii) nominal defendant Adverum (together with the Individual Defendants, the Defendants ). Plaintiff and Defendants are collectively referred to herein as the

Settling Parties and each individually as a Settling Party.

Subject to the terms and conditions set

forth herein and the approval of the Court of Chancery of the State of Delaware (the Court ), the Settlement embodied in this Stipulation is intended: (i) to be a full and final disposition of the above-captioned action (the

Action ); (ii) to state all of the terms of the Settlement and the resolution of the Action; and (iii) to completely, fully and finally compromise, resolve, discharge, settle and dismiss any and all Released Claims against the

Released Parties.1 This Stipulation is submitted pursuant to Delaware Court of Chancery Rule 23.1.

WHEREAS, on February 3, 2022, Plaintiff served Adverum with a demand to inspect the Company s books and records pursuant to 8

Del. C. 220 in connection with the Company s non-employee director compensation (the 220 Demand );

WHEREAS, in April and July 2022, Adverum produced documents to Plaintiff in response to the

220 Demand (the 220 Documents ) subject to the execution of a confidentiality agreement;

on November 22, 2022, Plaintiff filed a Verified Stockholder Derivative Complaint (the Original Complaint ) incorporating the 220 Documents, derivatively on behalf of nominal defendant Adverum, against Patrick Machado,

Laurent Fischer, Soo J. Hong, Mark Lupher, Rabia Gurses Ozden, James Scopa, Dawn Svoronos, Reed V. Tuckson, Scott M. Whitcup, Eric G. Carter, Mehdi Gasmi, Rekha Hemrajani and Thomas Woiwode (the Original Individual Defendants ),

alleging, among other things, that the Original Individual Defendants breached their fiduciary duties in connection with Adverum s non-employee director compensation;

WHEREAS, on February 22, 2023, Adverum and the Original Individual Defendants moved to dismiss the Original Complaint;

WHEREAS, on April 14, 2023, Plaintiff filed an Amended Verified Stockholder Derivative Complaint (the Amended

Complaint ), derivatively against the Original Individual Defendants, Paul B. Cleveland and Richard Spivey, alleging, among other things, that Defendants breached their fiduciary duties in connection with Adverum s non-employee director compensation;

WHEREAS, on May 24, 2023, Defendants moved to dismiss the Amended Complaint and filed

Defendants Opening Brief in Support of Their Motion to Dismiss the Amended Verified Stockholder Derivative Complaint (the Motion to Dismiss );

WHEREAS, on June 23, 2023, Plaintiff filed Plaintiff s Answering Brief in Opposition to Defendants Motion to Dismiss;

WHEREAS, on July 14, 2023, Defendants filed Defendants Reply Brief in Further Support of Their Motion to Dismiss;

WHEREAS, the Court scheduled oral argument on the Motion to Dismiss for December 8, 2023;

WHEREAS, Plaintiff represents to have owned at all relevant times and continues to own shares of Adverum stock, for which proof of ownership

was provided to Defendants Counsel;

WHEREAS, counsel for the parties to the Action have engaged in

arm s-length discussions and negotiations concerning a possible settlement of the Action based on Plaintiff s demand for corporate governance reforms at the Company (the Reforms );

WHEREAS, after multiple rounds of arm s-length

negotiations, counsel to the parties in the Action have reached an agreement concerning the Settlement of the Action, which they set forth herein;

WHEREAS, in connection with settlement discussions and negotiations, Plaintiff and Defendants did not discuss the appropriateness or amount of

attorneys fees and expenses at any time prior to reaching agreement on the terms of the Settlement, and the Settling Parties understood at all times that the Settlement was not contingent upon agreement or payment of any attorneys fees

and expenses to Plaintiff s Counsel;

WHEREAS, Plaintiff s counsel believe that Plaintiff s claims have merit based on

proceedings to date, but recognize that Defendants would continue to assert legal and factual defenses to their claims;

Plaintiff and Plaintiff s Counsel also recognize and acknowledge the uncertain outcome and significant risk, expense and length of continued proceedings necessary to prosecute the Action through trial and possible appeals, and have considered,

in particular, the expense of continued proceedings that could be borne by Adverum and the inherent problems of proof and possible defenses to the claims alleged in the Action;

WHEREAS, Plaintiff s Counsel have concluded that the Settlement is fair and adequate to

Adverum and that it is reasonable to pursue a settlement of the Action based upon those terms and the procedures outlined herein;

WHEREAS, Defendants each have denied, and continues to deny, that he, she or it committed any breach of duty, was unjustly enriched, wasted

corporate assets, breached any other law or engaged in any of the wrongful acts alleged in the Action, and expressly maintains that he, she or it diligently and scrupulously complied with his, her or its fiduciary and other legal duties, to the

extent such duties exist, and is entering into the Settlement solely to eliminate the burden, expense and uncertainties inherent in further litigation; and

WHEREAS, the Company and its board of directors (the Board ) have determined that the terms contained in this Settlement are

fair and reasonable, that the Reforms to be adopted by Adverum confer substantial benefits on the Company, and that entering into the Settlement and adopting the Reforms is advisable and in the best interests of the Company and its stockholders;

NOW, THEREFORE, it is STIPULATED AND AGREED, by and among Plaintiff (individually on behalf of herself and derivatively on

behalf of Adverum) and Defendants that, subject to the approval of the Court under Delaware Court of Chancery Rule 23.1, for good and valuable consideration set forth herein, the sufficiency of which is acknowledged, the Released Claims shall be

completely, fully and finally settled, compromised and dismissed with prejudice as to all Settling Parties, upon the terms and subject to the conditions set forth herein.

1.1 In addition to the terms defined elsewhere in this Stipulation, the following capitalized terms, used in this Stipulation and any Exhibits

attached hereto and made a part hereof, shall have the meanings given to them below:

(a) Defendants Counsel means

the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.

(b) Effective Date means the first date by which all

of the events and conditions specified in Section 6.1 of this Stipulation have been met and have occurred or have been waived.

Execution Date means the date upon which all Settling Parties have executed this Stipulation.

Final, when referring to the Final Judgment or any other court order, means (i) if no appeal is filed, the expiration date of the time provided for filing or noticing any motion for reconsideration, reargument, appeal or

other review of the order; or (ii) if there is an appeal from the Final Judgment or order, (a) the date of final dismissal of all such appeals, or the final dismissal of any proceeding on certiorari, reconsideration or otherwise, or

(b) the date the Final Judgment or order is finally affirmed on an appeal, the expiration of the time to file a petition for

a writ of certiorari, reconsideration, reargument or other form of review, or the denial of a writ of certiorari, reconsideration, reargument or other form of review, and, if certiorari,

reconsideration or other form of review is granted, the date of final affirmance following review pursuant to that grant; provided, however, that any disputes or appeals relating solely to the amount, payment or allocation of

attorneys fees and expenses shall have no effect on finality for purposes of determining the date on which the Final Judgment becomes Final and shall not otherwise prevent, limit or otherwise affect the Final Judgment, or prevent, limit, delay

or hinder entry of the Final Judgment.

(e) Final Judgment means the Order and Final Judgment, substantially in the form

attached hereto as Exhibit D, to be entered by the Court approving the Settlement.

(f) Litigation Expenses means

costs and expenses incurred in connection with commencing, prosecuting and settling the Action, for which Plaintiff s Counsel intend to apply to the Court for payment.

(g) Notice means the Notice of Pendency of Settlement of Action, substantially in the form attached hereto as Exhibit

(h) Person means a natural person, individual, corporation, partnership, limited partnership, limited liability

partnership, limited liability company, association, joint venture, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, any business or legal entity, and

any spouse, heir, legatee, executor, administrator, predecessor, successor, representative or assign of any of the foregoing.

(i) Plaintiff s Counsel means the law firms of Rigrodsky Law, P.A.

and Moore Kuehn, PLLC.

(j) Released Claims means claims, demands, rights, liabilities, losses, obligations, duties,

damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys fees, actions, potential actions, causes of action, suits, judgments, defenses, counterclaims, cross-claims, offsets, decrees, matters, issues and controversies

of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not

liquidated, fixed or contingent, including Unknown Claims (as defined below), in any court, tribunal, forum or proceeding, whether based on state, local, foreign, federal, statutory, regulatory, common or other law or rule, by or on behalf of the

Releasing Parties against the Released Parties (as defined below) which the Releasing Parties ever had, now have or may have had which are based upon, arise out of, relate in any way to, or involve, directly or indirectly, (i) the Released

Parties compensation for acting as a director of Adverum, including stock option

awards, from January 1, 2019 to the date of the Court s approval of the Settlement; (ii) the actions, inactions, deliberations, discussions, decisions, votes or any other conduct of any

kind by any of the Released Parties, relating in any way to any issuance, agreement, transaction, occurrence, conduct, or fact alleged or set forth in the Original Complaint or the Amended Complaint; or (iii) the commencement, prosecution,

defense, mediation or settlement of the Action; provided, however, that the Released Claims shall not include any claims to enforce the Settlement.

(k) Released Parties means Defendants or any of their families, parent entities, controlling Persons, associates, affiliates

or subsidiaries and each and all of their respective past or present officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial

bankers, entities providing fairness opinions, advisors or agents, heirs, executors, trustees, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates,

administrators, predecessors, successors or assigns.

(l) Releasing Parties means Plaintiff, Adverum or any Adverum

stockholder (both individually and derivatively on behalf of Adverum), including their respective agents, spouses, heirs, predecessors, successors, transferors, transferees, personal representatives, representatives and assigns, in their capacities

(m) Scheduling Order means an order scheduling a Settlement Hearing and

approving the form of Notice and method of giving notice, substantially in the form attached hereto as Exhibit B.

Settlement means the resolution of the Action among Plaintiff (both individually and derivatively on behalf of Adverum) and Defendants on the terms and conditions set forth in this Stipulation.

(o) Settlement Hearing means the April 9, 2024 hearing set by the Court under Delaware Court of Chancery Rule 23.1 to

consider, among other things, final approval of the Settlement.

(p) Unknown Claims means any claim that the Releasing

Parties do not know or suspect exists in his, her or its favor at the time of the release of the Released Claims as against the Released Parties, including without limitation those which, if known, might have affected the decision to enter into the

Settlement. The Settlement is intended to extinguish all of the Released Claims and, consistent with such intention, this Stipulation will provide that, upon final approval of the Settlement, the Releasing Parties shall waive and relinquish, to the

fullest extent permitted by law, the provisions, rights and benefits of any state, federal or foreign law or principle of common law, which may have the effect of limiting the release set forth above. This shall include a waiver by the Releasing

Parties of any rights pursuant to section 1542 of the California Civil Code (or any similar, comparable, or equivalent provision of any federal, state or foreign law, or principle of common law), which provides: