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Avaya Announces Inducement Grants under NYSE Rule

Santa Clara, Calif. – December 10, 2019 – Avaya Holdings Corp. (NYSE:AVYA), ), a global leader in solutions to enhance and simplify communications and collaboration, today announced that the Compensation Committee of Avaya’s Board of Directors (the “Committee”) granted certain equity awards to its Executive Vice President, Chief Product Officer, Mr. Anthony Bartolo, effective upon Mr. Bartolo’s commencement of employment with the Company on December 9, 2019.

The Committee granted 87,873 time-based restricted stock units and nonqualified stock options to purchase 163,666 shares of Avaya common stock to Mr. Bartolo as a material inducement to Mr. Bartolo’s commencing employment with Avaya in accordance with NYSE Listing Company Manual Rule 303A.08. The stock options have an exercise price per share that is equal to the closing price of Avaya common stock on the New York Stock Exchange on December 9, 2019.

Both awards vest over three years, with one-third of the total number of shares underlying the awards vesting on the first established quarterly vesting date after the first anniversary of the date of grant and then in equal, quarterly increments over the next two years on such quarterly vesting dates, subject to Mr. Bartolo’s continued employment with Avaya. The awards will be immediately vested if Mr. Bartolo resigns for “good reason” or is terminated by Avaya without “cause,” in each case, either (i) during a “potential change in control period” (as defined in Avaya’s Change in Control Severance Plan) or (ii) within 24 months following a change in control of Avaya.

Contact

Alex Alias

Avaya Corporate Communications

alalias@avaya.com

Phone: 669-242-8034

About Avaya

Businesses are built by the experiences they provide, and every day, millions of those experiences are delivered by Avaya. Organizations trust Avaya to provide innovative solutions for some of their most important ​ambitions and ​challenges,​ ​giving them the freedom to engage their customers and employees in ways that deliver the greatest business benefits. Avaya contact center and communications solutions power immersive, personalized, and unforgettable customer experiences that drive business momentum. With the freedom to choose their journey, there’s no limit to the experiences Avaya customers can create. Learn more at https://www.avaya.com.

Cautionary Note Regarding Forward-Looking Statements

This document contains certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," “our vision,” "plan," "potential," "preliminary," "predict," "should," "will," or “would” or the negative thereof or other variations thereof or comparable terminology and include, but are not limited to, expected cash savings and statements about growth, exchange listing and improved operational metrics. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. The factors are discussed in the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission, may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, considering these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur.

The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

All trademarks identified by ®, TM, or SM are registered marks, trademarks, and service marks, respectively, of Avaya Inc. All other trademarks are the property of their respective owners.

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