BCOV Brightcove Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BRIGHTCOVE INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED DECEMBER 19, 2024

BRIGHTCOVE INC.

281 Summer Street

Boston, MA 02210

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[●]

Dear stockholders of Brightcove Inc.:

You are cordially invited to attend a special meeting of the stockholders of Brightcove Inc., a Delaware corporation (“Brightcove,” the “Company,” “we,” “us” or “our”), to be held virtually on [●], 2025 at [●], Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/BCOV2025SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of November 24, 2024, with Bending Spoons US Inc., a Delaware corporation (“Bending Spoons” or “Parent”), Bending Spoons S.p.A., an Italian societá per azioni (solely for the purposes of Section 6.11, Section 6.13 and Section 9.15), and Blossom Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Bending Spoons (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Brightcove, with Brightcove surviving the merger as a wholly-owned subsidiary of Bending Spoons (the “Merger”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding shares of Brightcove common stock, par value $0.001 per share (the “Company Shares”), entitled to vote thereon as of the close of business on [●] (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a special resolution approving an advisory (non-binding) resolution on specified compensation that may be paid or become payable to the named executive officers of Brightcove in connection with the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against such matter at the Special Meeting. Additionally, at the Special Meeting, you will be asked to consider and vote on a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against such proposal at the Special Meeting.

If the Merger is consummated, you will be entitled to receive $4.45 in cash, without interest, for each Company Share that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents a premium of approximately 39% over the closing price of the Company Shares of $3.19 on November 22, 2024, the last trading day before the public announcement that Brightcove entered into the Merger Agreement, and a premium of approximately 90% over the 60-day volume-weighted average price of the Company Shares as of November 22, 2024. On [●], the last practicable day before the printing of this proxy statement, the closing price of the Company Shares on Nasdaq was $[●] per share.

The Board of Directors of Brightcove (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger (together, the “Transactions”), are in the best interests of Brightcove and the holders of Company Shares, and declared it advisable to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that holders of Company Shares adopt the Merger Agreement and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting. The Board unanimously recommends that holders of Company Shares vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed 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 encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Brightcove from documents we file with the Securities and Exchange Commission from time to time.

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 postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of Company Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the outstanding Company Shares entitled to vote thereon as of the Record Date.

If you have questions or need assistance voting your Company Shares, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 687-1865 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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

Very truly yours,

Marc DeBevoise

Chief Executive Officer & Director

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, or determined if the information contained in this document or the accompanying proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated [●] and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about [●].

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED DECEMBER 19, 2024

BRIGHTCOVE INC.

281 Summer Street

Boston, MA 02210

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Brightcove Inc., a Delaware corporation (“Brightcove,” the “Company,” “we,” “us” or “our”), will be held virtually via live webcast at www.virtualshareholdermeeting.com/BCOV2025SM on [●], 2025 at [●], Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting is being held for the following purposes:

Only Company Stockholders of record as of the close of business on [●] (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board unanimously recommends that you vote:

1. “FOR” the proposal to adopt the Merger Agreement (the “Merger Proposal”);

2. “FOR” the proposal to approve an advisory (non-binding) resolution on specified compensation that may be paid or become payable to the named executive officers of Brightcove in connection with the Merger (the “Compensation Proposal”); and

3. “FOR” the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares of Brightcove common stock, par value $0.001 per share (“Company Shares”), that you own. 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. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company 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 Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding Company Shares as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Brightcove before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

By Order of the Board of Directors,

Marc DeBevoise

Chief Executive Officer & Director

Boston, Massachusetts

[●]

YOUR VOTE IS VERY IMPORTANT!

Whether or not you plan to attend the Special Meeting, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote before it is voted at the Special Meeting.

If your Company Shares are held in the name of a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If your Company Shares are registered directly in your name, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your Company Shares through a bank, broker or other nominee and do not have a 16-digit control number, you must obtain a “legal proxy” in order to vote virtually or by proxy at the Special Meeting.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by virtual ballot 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 Proposal.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your Company Shares, please contact our proxy solicitor by using the contact information provided below:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 687-1865 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (together, the “Transactions”). Please refer to the “Summary” beginning on page 12 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Except as otherwise specifically noted in this proxy statement or as the context otherwise requires, “Brightcove,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to Brightcove Inc. Throughout this proxy statement, we refer to Bending Spoons US Inc. as “Bending Spoons” or “Parent,” Bending Spoons S.p.A. as “Guarantor” and Blossom Merger Sub Inc. as “Merger Sub.” In addition, throughout this proxy statement, we refer to: (1) the Agreement and Plan of Merger, dated as of November 24, 2024, as it may be amended from time to time, by and among Bending Spoons, Guarantor (solely for the purposes of Section 6.11, Section 6.13 and Section 9.15), Merger Sub and Brightcove, as the “Merger Agreement”; (2) the merger of Merger Sub with and into Brightcove, with Brightcove surviving as a wholly-owned subsidiary of Bending Spoons, as the “Merger”; (3) shares of our common stock, par value $0.001 per share, as the “Company Shares”; (4) the holders of Company Shares as the “Company Stockholders”; and (5) the special meeting of Company Stockholders described in this proxy statement, including any adjournments or postponements thereof, as the “Special Meeting”. Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

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Pursuant to Brightcove’s amended and restated bylaws (the “Bylaws”), the only business that will be transacted at the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

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The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a stockholder of record, you may attend the Special Meeting virtually and vote via the Special Meeting website, www.virtualshareholdermeeting.com/BCOV2025SM. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and participate in the Special Meeting via the Internet are posted at www.proxyvote.com.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant a proxy to vote your Company Shares, and to confirm that your voting instructions have been properly

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recorded when granting a proxy electronically over the Internet or by telephone. Please be aware that, although there is no charge for granting a proxy to vote your Company Shares, if you grant a proxy electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible. Even if you plan to attend the Special Meeting virtually, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Special Meeting virtually.

If your Company Shares are held in “street name” through a bank, broker or other nominee, you should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your Company Shares. Without those instructions, your Company Shares will not be voted, which will have the same effect as voting “AGAINST” the Merger Proposal.

If your Company Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such Company Shares and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those Company Shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting and may vote via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

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You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your Company Shares. Without such instructions, your Company Shares will not be voted at the Special Meeting. A failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Brightcove or by sending a written notice of revocation to Brightcove, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Brightcove before the Special Meeting.

Please note that if you hold your Company Shares in “street name,” and you have instructed a bank, broker or other nominee to vote your Company Shares, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, broker or other nominee for instructions regarding how to change or revoke your vote.

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If you properly sign your proxy card but do not mark the boxes showing how your Company Shares should be voted on a matter, the Company Shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/BCOV2025SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all Company Stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/BCOV2025SM.

Even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy or grant a proxy electronically over the Internet or via telephone to ensure that your Company Shares will be represented at the Special Meeting. If you hold your Company Shares in “street name,” because you are not the stockholder of record, we encourage you to provide voting instructions to your bank, broker or other nominee.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your Company Shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Company Shares and each of you notifies Brightcove in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your Company Shares, but you will have retained your right to vote these Company Shares at the Special

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Meeting. Even if you sell or otherwise transfer your Company Shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the first half of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of Brightcove and Bending Spoons, that the Merger will be consummated at a later time or not at all.

Under specified circumstances, we may be required to pay Bending Spoons a termination fee of $7,860,000 upon the termination of the Merger Agreement as described under “The Merger Agreement—Company Termination Fee” beginning on page 100 of this proxy statement.

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Immediately prior to the Effective Time, each outstanding restricted stock unit award with respect to Company Shares (each, a “Brightcove RSU Award”), whether or not vested, will be canceled and extinguished and, in exchange therefor, each former holder of any such Brightcove RSU Award will have the right to receive from Bending Spoons or the surviving corporation a payment in cash equal to the product obtained by multiplying (1) the Merger Consideration by (2) the aggregate number of Company Shares subject to such Brightcove RSU Award immediately prior to the Effective Time (the “RSU Consideration”). For any Brightcove RSU Award that includes performance-based vesting conditions, the holder thereof will be entitled to RSU Consideration only to the extent the Brightcove RSU Award becomes vested in accordance with its terms at or prior to the Effective Time.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 687-1865 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

If your bank, broker or other nominee holds your Company Shares, you should also call your bank, broker or other nominee for additional information.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “seek,” “target,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements, such as statements about the consummation of the proposed Merger and the anticipated benefits thereof, are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference into this proxy statement, and the following factors:

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Consequently, there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Brightcove or its businesses or operations. 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. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included in this proxy statement and elsewhere, including the risk factors included in Brightcove’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and other reports filed with the SEC.

Any forward-looking statement made in this proxy statement speaks only as of the date on which it is made. Brightcove can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. Brightcove undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If Brightcove does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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THE COMPANIES

Brightcove Inc.

Brightcove is a Delaware corporation with its principal executive offices located at 281 Summer Street, Boston, Massachusetts 02210, telephone number (888) 882-1880. Brightcove is a global leader in cloud-based streaming technology and services. Brightcove’s software platform and suite of solutions include a breadth and depth of offerings that meet the needs of media and enterprise customers in a variety of industries across the globe with their use of streaming video, and serve as a guide in optimizing and maturing their streaming strategies. Leading companies across industries rely on Brightcove’s products, solutions, services, and industry expertise to grow their streaming businesses, monetize their content via streaming use-cases, expand and engage their audiences (both external and internal), and reduce the cost and complexity associated with storing, publishing, delivering, distributing, measuring, and monetizing content across streaming channels and devices. The Company Shares are listed on Nasdaq under the symbol “BCOV.” Additional information about Brightcove is contained in certain of its public filings that are incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 111 of this proxy statement.

Bending Spoons US Inc.

Bending Spoons US Inc. is a Delaware corporation and an indirect wholly-owned subsidiary of Bending Spoons S.p.A. Bending Spoons US Inc. is a holding company and does not conduct any operations other than providing administrative services for the benefit of the subsidiaries it holds.

Bending Spoons S.p.A.

Bending Spoons S.p.A. is a privately held company based in Milan, Italy. Bending Spoons S.p.A. acquired and continues to operate numerous digital technology businesses, including Evernote, Issuu, Meetup, Remini, Splice, StreamYard, and WeTransfer. More than 200 million people use Bending Spoons S.p.A.’s products each month. Bending Spoons S.p.A. has a proven ability to attract and retain best-in-class talent globally and is a highly sought-after workplace. Great Place to Work has named Bending Spoons S.p.A. the Best Workplace in Italy in its size category three times since 2019, and it has had two top-10 finishes across all of Europe. Bending Spoons S.p.A. is backed by highly respected institutional investors, including Baillie Gifford, Cox Enterprises, Durable Capital, and Neuberger Berman.

Blossom Merger Sub Inc.

Merger Sub is a Delaware corporation and a direct wholly-owned subsidiary of Bending Spoons, with a registered office located at 1209 Orange Street, Wilmington, Delaware 19801. Merger Sub was formed solely for the purpose of effecting the Merger and the Transactions. Upon completion of the Merger, Merger Sub will cease to exist.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to Company Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on [●], 2025, at [●], Eastern Time. Company Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/BCOV2025SM.

Company Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control and wish to vote at the Special Meeting, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

Purpose of the Special Meeting

At the Special Meeting, we will ask the Company Stockholders as of the Record Date to vote on the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If Company Stockholders fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 83 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about [●].

Record Date; Shares Entitled to Vote; Quorum

Only Company Stockholders of record as of the close of business on [●], the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at Brightcove Inc., 281 Summer Street, Boston, MA 02210, during regular business hours for a period of at least 10 days before the Special Meeting.

As of the Record Date, there were [●] Company Shares issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of Company Stockholders is necessary to transact business at the Special Meeting. Our Bylaws provide that the presence at the Special Meeting, virtually or by proxy, of the holders of a majority of our outstanding Company Shares entitled to vote thereon at the Special Meeting will constitute a quorum for Brightcove to transact business at the Special Meeting. In general, Company Shares that were issued and outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as Company Shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Company Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. If a beneficial owner of Company Shares held in “street name” gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

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In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Vote Required; Abstentions and Broker Non-Votes

Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Company Shares entitled to vote thereon as of the Record Date. Adoption of the Merger Agreement by Company Stockholders is a condition to the Closing. A failure to vote your Company Shares or an abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against such matter at the Special Meeting. An abstention from voting for the Compensation Proposal will have no effect on the Compensation Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Compensation Proposal will have no effect on the Compensation Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes properly cast for and against such matter at the Special Meeting. An abstention from voting for the Adjournment Proposal will have no effect on the Adjournment Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Adjournment Proposal will have no effect on the Adjournment Proposal.

Company Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Brightcove and their affiliates beneficially owned and were entitled to vote, in the aggregate, [●] Company Shares, which represented approximately [●]% of the Company Shares issued and outstanding on that date.

Voting; Proxies

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on [●], 2025 at [●], Eastern Time, at www.virtualshareholdermeeting.com/BCOV2025SM (unless the Special Meeting is adjourned or postponed).

You also may authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Brightcove offers multiple different voting methods, Brightcove encourages you to vote over the Internet or by phone as Brightcove believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

Providing Voting Instructions by Proxy

To ensure that your Company Shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your Company Shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

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Company Shares Held by Record Holders

If you are a stockholder of record and your Company Shares are registered in your name with our transfer agent, Continental, you may submit your proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number 1-800-690-6903 or via the Internet by following the instructions specified on the enclosed proxy card. Votes submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m., Eastern Time on [●], 2025, the day preceding the Special Meeting. Your Company Shares will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior to 11:59 p.m., Eastern Time on [●], 2025, the day preceding the Special Meeting, your Company Shares will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All Company Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such Company Shares represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you properly attend the Special Meeting, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal, and will have no effect on the vote regarding the Compensation Proposal and the Adjournment Proposal.

Company Shares Held in “Street Name”

If your Company Shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your Company Shares. You may cause your Company Shares to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Brightcove does not expect any broker non-votes at the Special Meeting because the Merger Proposal, the Compensation Proposal and the Adjournment Proposal described in this proxy statement are all “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if

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applicable, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal, and will have no effect on the Compensation Proposal and the Adjournment Proposal. However, if a beneficial owner of shares of common stock held in “street name” gives voting instructions to the bank, broker or other nominee with respect to one of the proposals, but gives no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For Company Shares held in “street name,” only Company Shares affirmatively voted “FOR” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Brightcove or by sending a written notice of revocation to Brightcove, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Brightcove before the Special Meeting.

If you hold your Company Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote virtually at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company 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 postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Company Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

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Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under the Bylaws, (1) the presiding officer of the Special Meeting or (2) the holders of Company Shares representing a majority of the voting power present at the Special Meeting, shall have power to adjourn the Special Meeting until a quorum is present or represented. If a quorum is present, then under the Bylaws, (1) the presiding officer may adjourn the meeting upon direction from the Board, or (2) the affirmative vote “FOR” of the holders of a majority of the votes properly cast for and against such matter at the Special Meeting may approve the Adjournment Proposal to adjourn the meeting. Notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present virtually and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, the Bylaws provide that if any such adjournment is for more than 30 days, or if after an adjournment a new record date for determining stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

In the event that there is present at the Special Meeting, virtually or by proxy, sufficient favorable voting power to secure the vote of the Company Stockholders necessary to adopt the Merger Agreement, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Brightcove Board of Directors and Reasons for the Merger” beginning on page 50 of this proxy statement, unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are in the best interests of Brightcove and the holders of Company Shares, and declared it advisable to enter into the Merger Agreement, (2) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, and (3) resolved to recommend that holders of Company Shares adopt the Merger Agreement and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting (the matters described in clauses (1) through (3), the “Board Recommendation”).

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained Innisfree, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $40,000 plus expenses. We will also indemnify the proxy solicitor 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 Company 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, over the Internet or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the first half of 2025, assuming satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of Brightcove and Bending Spoons, that the Merger will be consummated at a later time or not at all.

Appraisal Rights

If the Merger is consummated, stockholders who do not wish to accept the applicable Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that such holder of Company Shares may receive in the Merger. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (1) continuously holds or beneficially owns, as applicable, such shares through the Effective Time, (2) has not consented to the Merger in writing, voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, is a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Brightcove and to be set forth on the Chancery List (as defined in the section entitled “The Merger—Appraisal Rights” beginning on page 72 of this proxy statement), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger—Appraisal Rights” beginning on page 72 of this proxy statement.

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Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to Brightcove Inc., Attention: Corporate Secretary, 281 Summer Street, Boston, MA 02210, telephone number (888) 882-1880. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their bank, broker or other intermediary or sending a written request to us at the address above.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor New York, New York 10022

Stockholders call: (877) 687-1865 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

If your bank, broker or other nominee holds your Company Shares, you should also call your bank, broker or other nominee for additional information.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Brightcove

If the Merger Agreement is adopted by the Company Stockholders and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into Brightcove, with Brightcove continuing as the Surviving Corporation and a wholly-owned subsidiary of Bending Spoons.

The Company Shares are listed and traded on Nasdaq under the symbol “BCOV.” As a result of the Merger, Brightcove will cease to be a publicly traded company and will become a wholly-owned subsidiary of Bending Spoons. We will cooperate with Bending Spoons to delist the Company Shares from Nasdaq and deregister the Company Shares under the Exchange Act following the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of either the Surviving Corporation or Bending Spoons.

Effect on Brightcove if the Merger Is Not Consummated

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote as of the Record Date or if the Merger is not consummated for any other reason, Company Stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, Brightcove will remain a public company, the Company Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which the Company Shares traded prior to the public announcement of the execution of the Merger Agreement on November 25, 2024 or as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Company Shares. If the Merger is not consummated, the Board will continue to evaluate and review our business, operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the Company Stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Brightcove will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, Brightcove may be required to pay Bending Spoons a termination fee, as described under the section titled “The Merger Agreement—Company Termination Fee” beginning on page 100 of this proxy statement.

Merger Consideration

At the Effective Time, each share of Company Shares issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $4.45 in cash without

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interest. As of the Effective Time, all such shares of Company Shares shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such shares of Company Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

Each share of Company Shares held in the treasury of Brightcove or any owned by Bending Spoons or Guarantor or Merger Sub or any direct or indirect wholly-owned subsidiary of Bending Spoons or Brightcove immediately prior to the Effective Time will automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Company Stockholder as a result of the Merger (except that any holder of Appraisal Shares (as defined in the Merger Agreement) will have those rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Bending Spoons or the Surviving Corporation.

Each of the paying agent, the Surviving Corporation, Merger Sub, and Bending Spoons will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, the Surviving Corporation, Merger Sub, or Bending Spoons, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts will be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Background of the Merger

The following chronology summarizes the negotiations, material contacts and other material events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Transaction Committee or the representatives of Brightcove, Bending Spoons and other parties.

As part of Brightcove’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and Brightcove’s management periodically review, consider and assess Brightcove’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives to enhance stockholder value. In particular, as authorized by the Board, this review has included routine meetings between Brightcove management and potential counterparties to discuss Brightcove’s business, based on public information only.

On October 24, 2023, the Board held a meeting at which members of Brightcove management were present. At this meeting, Brightcove management provided an update regarding corporate development activities, including with respect to recent routine meetings and calls to discuss Brightcove’s business with potential counterparties. Following discussion, the Board directed Brightcove’s management to review various strategic business initiatives intended to strengthen Brightcove’s business and enhance stockholder value.

On February 13, 2024, the Board held a meeting at which members of Brightcove management were present. At this meeting, Brightcove management provided an update regarding corporate development activities, including with respect to its review of various strategic business initiatives, including a potential sale transaction,

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stock buybacks and investor relations initiatives. Following discussion, in light of Brightcove’s recent stock price performance, the Board’s determination that Brightcove needed to make a significant investment in the business or pursue a strategic transaction, and interest demonstrated by potential counterparties during routine meetings between Brightcove management and potential counterparties to discuss Brightcove’s business, the Board determined that a sale transaction was potentially the most likely initiative of those considered to provide Company Stockholders with long-term value. The Board directed Brightcove management, with the aid of certain Board members, to evaluate potential financial advisors to engage to assist in a potential strategic process.

On April 1, 2024, the Board held a meeting at which members of Brightcove management and representatives of Goodwin Procter LLP (“Goodwin”), Brightcove’s outside legal counsel, were present. At this meeting, representatives of Goodwin reviewed with the directors their fiduciary duties under Delaware law and related process considerations. Members of Brightcove management provided an update regarding introductory meetings and follow-up presentations held with representatives of Lazard and five other potential financial advisors. The Board discussed the engagement of Lazard as Brightcove’s financial advisor and authorized Brightcove management to negotiate customary terms of an engagement letter with Lazard, subject to approval by the Board or a committee thereof. The participants also discussed introductory meetings with potential strategic partners conducted to date and the Board authorized Brightcove management to continue to hold ordinary course meetings with potential strategic partners.

On April 11, 2024, at the request of Bending Spoons, a potential strategic counterparty, members of Brightcove management, including Mr. DeBevoise, had an introductory meeting with a Bending Spoons representative. During the meeting, Bending Spoons management provided an overview of Bending Spoons and its strategy with respect to growth through acquisitions.

On April 22, 2024, members of Brightcove management, including Mr. DeBevoise, had a meeting with members of Bending Spoons management. During this meeting, the participants discussed the interest of the parties in evaluating a strategic transaction sometime in the future, but not at the current time.

On April 30, 2024, the Board held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. During this meeting, the Board received a presentation from representatives of Lazard regarding the valuation environment and observations for Brightcove to consider with respect to a potential sale transaction, Lazard’s experience with similar transactions and the structuring and design of a potential strategic process. After the representatives of Lazard departed the meeting, the Board discussed the formal engagement of Lazard as Brightcove’s financial advisor in connection with the potential transaction, noting Lazard’s expertise, knowledge of and relationships in the industry in which Lazard operates and experience advising software companies in connection with potential strategic transactions. On the basis of these considerations, and subject to the Board’s review of a customary relationships disclosure to be produced by Lazard, the Board authorized the engagement of Lazard, and, as described below, following negotiations over the terms of the engagement between the Board and Lazard, Lazard was formally engaged on July 29, 2024.

Also at the meeting, the Board determined, as a matter of convenience and efficiency given the expectation of continued discussions with potential buyers and alternatives thereto, to form a transaction committee of independent and disinterested directors to monitor and direct the process and procedures related to the review and evaluation of a potential transaction with any of the parties that had expressed interest in evaluating a potential strategic transaction with Brightcove and any other proposals that Brightcove may receive with respect to a strategic transaction, as well as other potential strategic alternatives that may be available to enhance shareholder value (including continuing to operate as an independent company), and to make a recommendation to the Board regarding the advisability of any such transaction or other alternative. Following discussion, the Board adopted resolutions forming a transaction committee (the “Transaction Committee”), consisting of independent directors, Diane Hessan (Chairman of the Board) and Gary Haroian (Chairman of the Audit Committee of the Board). The Board authorized the Transaction Committee to: (a) consider and evaluate all proposals that might be received by Brightcove in connection with a possible sale or other business transaction or series of transactions involving all

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or substantially all of Brightcove’s equity or assets on a consolidated basis, through any form of transaction, including, without limitation, merger, stock purchase, asset purchase, recapitalization, reorganization, going-private transaction, consolidation, amalgamation, spinout of assets, licensing, collaboration of all or certain assets, dividends or distribution of assets or rights to assets or future payments, debt or equity financing, or other transaction, (b) participate in and direct the negotiation of the material terms and conditions of any such transaction, (c) consider any alternatives to any such transaction, including without limitation, Brightcove continuing to operate as an independent company and (d) recommend to the Board the advisability of entering into a definitive agreement (and any ancillary agreements relating thereto) with respect to any such transaction, or the advisability of pursuing any other alternative, in each case subject to applicable law. Throughout the Transaction Committee’s evaluation of a potential strategic transaction, the Transaction Committee conducted formal meetings and provided feedback to transaction documents, but its members also engaged in regular informal discussions with Brightcove’s senior management and legal and financial advisors and with each other.

On July 1, 2024, the Board held a meeting at which members of Brightcove management were present. During this meeting, Brightcove management presented an executive summary and various end-of-quarter updates to the Board, including preliminary bookings and retention estimates for the previous fiscal quarter. Brightcove management also provided an update on the identification of potential counterparties to a strategic transaction to date and reviewed management’s preliminary long-range financial projections for Brightcove as a standalone entity for the second half of fiscal year 2024 through the end of fiscal year 2029 and related underlying assumptions. Following discussion, the Board directed Brightcove management to update the preliminary long-range financial projections based on the feedback discussed at the meeting.

On July 19, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard were present. At this meeting, members of Brightcove management and representatives of Lazard provided an update regarding the status of discussions with potential counterparties and the proposed timeline for the strategic process, including the timing for circulating a process letter to potential counterparties, sharing draft transaction documents and requesting final proposals. Following discussion, the Transaction Committee approved the proposed timeline and directed Brightcove’s advisors to advance the transaction materials necessary to meet the proposed timeline.

On July 23, 2024, Lazard sent customary relationship disclosures to Goodwin, which information was shared with the Transaction Committee. Lazard reported that it did not have any relationships between Lazard and representatives and affiliates thereof on the one hand and Brightcove and its affiliates, on the other hand, during the preceding two-year period.

On July 23, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Goodwin reviewed customary relationship disclosures regarding any relationship between Lazard and Brightcove during the preceding two-year period made available by Lazard, and the Transaction Committee determined that Lazard should be engaged as Brightcove’s financial advisor and directed Brightcove Management to execute the engagement letter with Lazard. Also at this meeting, Mr. DeBevoise reviewed a draft confidential information presentation (“CIP”) regarding Brightcove, a copy of which was provided to the Transaction Committee prior to the meeting. The CIP included non-public information regarding Brightcove’s operations and a summary of the long-range financial projections of the operating results of Brightcove as a standalone entity for the second half of fiscal year 2024 through the end of fiscal year 2029 and related underlying assumptions, which projections had been updated to incorporate the Board’s feedback from the July 1, 2024 Board meeting. Following discussion, the Transaction Committee approved the CIP, once updated based on the feedback discussed at the meeting, for use in connection with the evaluation of a potential strategic transaction and authorized Brightcove management and Lazard to provide the CIP to potential counterparties, subject to each counterparty’s execution of a customary mutual confidentiality agreement.

On July 30, 2024, the Board held a meeting at which members of Brightcove management and representatives of Goodwin were present. At this meeting, members of Brightcove management provided a

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business update regarding the second fiscal quarter of 2024, reviewed a sales and retention forecast for the third fiscal quarter of 2024 and provided additional business updates. Members of Brightcove management also reviewed these business updates in relation to updates made to the assumptions underlying the long-range financial projections of the operating results of Brightcove as a standalone entity for the second half of fiscal year 2024 through the end of fiscal year 2029 (the “July Long Range Projections”), a copy of which projections had been provided to the Board prior to the meeting, as described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 60 of this proxy statement. Following discussion, the Board approved the July Long Range Projections for use by Lazard in its financial analysis.

Later on July 30, 2024, the Board held an additional meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided an update on the strategic transaction process, including with respect to Lazard’s preliminary valuation analysis. Based on the discussion materials and the resulting discussion, the Board determined that it was advisable to continue the strategic process and authorized Lazard to proceed with pre-NDA strategic party and financial sponsor outreach.

At the direction of the Board, commencing in July 2024, representatives of Lazard contacted 61 potential buyers, including 25 potential strategic buyers and 36 potential financial sponsor buyers. Of these 61 potential buyers, 20 parties participated in initial meetings with Brightcove management during which the participants discussed publicly available information regarding Brightcove’s business, 19 parties (including Bending Spoons) executed customary mutual confidentiality agreements with Brightcove, each of which included customary standstill provisions that automatically terminated upon Brightcove’s announcement of the transaction with Bending Spoons, and 12 parties participated in management presentations with Brightcove management.

On August 6, 2024, members of Brightcove management, representatives of Lazard, and members of management of a potential financial sponsor (“Party A”) had a meeting during which the participants discussed Party A’s interest in a potential transaction with Brightcove.

On August 12, 2024, members of Brightcove management and members of Bending Spoons management had a meeting, during which members of Bending Spoons management indicated that, although Bending Spoons remained interested in exploring a potential transaction with Brightcove, internal priorities were focused on two recent transactions and that, accordingly, Bending Spoons would not be in a position to evaluate a potential transaction with Brightcove until the fourth quarter of fiscal year 2024.

On August 14, 2024, members of Brightcove management and representatives of Lazard had an initial meeting with a potential strategic counterparty, which is a portfolio company of a financial sponsor (“Party B”), during which the participants discussed publicly available information regarding Brightcove’s business and Party B’s interest in evaluating a strategic transaction with Brightcove.

Also on August 14, 2024 and August 26, 2024, the Transaction Committee held meetings at which members of Brightcove management and representatives of Lazard and Goodwin were present. During these meetings, representatives of Lazard provided the Transaction Committee with an update regarding outreach to potential counterparties to date. The Transaction Committee provided Lazard with feedback regarding the process. Following discussion, the Transaction Committee directed Lazard to continue outreach to potential strategic and financial sponsor buyers based on the feedback provided during the meetings.

On August 15, 2024, members of Brightcove management and representatives of Lazard had an initial meeting with a potential strategic counterparty, which is a portfolio company of a financial sponsor (“Party C”), during which the participants discussed publicly available information regarding Brightcove’s business and Party C’s interest in evaluating a strategic transaction with Brightcove.

On August 21, 2024, representatives of Lazard had a meeting with representatives of Bending Spoons, during which the participants discussed publicly available information regarding Brightcove’s business and

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Bending Spoons’ continued interest in evaluating a strategic transaction with Brightcove in the fourth quarter of 2024.

On August 30, 2024, John Wagner, Chief Financial Officer of Brightcove, had an introductory meeting with the chief financial officer of a potential strategic counterparty (“Party D”) during which the participants discussed publicly available information regarding both businesses and the potential of a strategic transaction.

On September 4, 2024, the Board held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. Prior to the meeting, Brightcove had shared with members of Brightcove management customary management guidelines which, among other things, directed Brightcove management not to have any discussions regarding post-closing employment with any potential buyers until and unless approved and authorized by the Board or a committee thereof. At this meeting, representatives of Lazard provided the Board with an update regarding outreach to potential counterparties to date. Following discussion, the participants also discussed the proposed timing for circulating a process letter and the deadlines for submissions of offers and materials to be included in such process letter.

On September 12, 2024, Mr. DeBevoise and Mr. Wagner had a meeting with management of Party D to discuss the merits of a potential strategic transaction, including potential synergies between the parties’ businesses. The participants agreed to have each party’s respective advisors follow up regarding due diligence with respect to valuation.

Also on September 12, 2024, members of Brightcove management and representatives of Lazard had an initial meeting with a potential financial sponsor counterparty (“Party E”), during which the participants discussed publicly available information regarding Brightcove’s business and Party E’s interest in evaluating a strategic transaction with Brightcove.

On September 13, 2024, Brightcove management and representatives of Lazard had an introductory meeting with representatives of a potential strategic counterparty (“Party F”). During the meeting, the parties discussed Party F’s interest in evaluating a strategic transaction with Brightcove.

On September 18, 2024, representatives of Lazard had a meeting with representatives of the financial advisor to Party D, during which the participants discussed how a potential strategic transaction between Brightcove and Party D might be structured.

On September 19, 2024, members of Brightcove management and representatives of Lazard had an initial meeting with a financial sponsor with a potentially complementary portfolio company (“Party G”), during which the participants discussed publicly available information regarding Brightcove’s business and Party G’s interest in evaluating a strategic transaction with Brightcove.

Also on September 19, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided the Transaction Committee with an update regarding outreach to potential counterparties to date. Also at this meeting, Brightcove management reviewed unaudited non-public prospective financial information of Brightcove, on a standalone basis without giving effect to the Merger, for the second half of fiscal year 2024 through the end of fiscal year 2029 accounting for upside sensitivity (the “Upside Sensitivity Model”), which were furnished to the Transaction Committee prior to the meeting, as described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 60 of this proxy statement. Following discussion, the Transaction Committee authorized management and Lazard to provide the Upside Sensitivity Model to potential counterparties. This information included updates to reflect certain actual and expected financial and business results from July 2024 to September 2024 and the potential upside from certain new products announced in the same time frame. Following discussion, the Transaction Committee directed Lazard to circulate a process letter to potential counterparties. Also at this meeting, an updated draft of the CIP was provided to the Transaction Committee which contained an updated financial section to include the Upside

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Sensitivity Model with certain adjustments related to the non-public nature of the proposed transactions. Following this discussion, the Transaction Committee approved the updates to the CIP for use in connection with the evaluation of the potential strategic transaction and authorized Brightcove management and Lazard to provide the updated CIP to potential counterparties. The Transaction Committee also approved the Upside Sensitivity Model for use by Lazard in its financial analysis.

On September 20, 2024, Mr. Wagner had a meeting with the chief financial officer of Party D in which the structure of a potential combination between Brightcove and Party D was discussed.

On September 24, 2024, as directed by the Transaction Committee, representatives of Lazard distributed a process letter (the “Process Letter”) and the CIP to 13 parties, including Party B, Party C, Party E, Party G, a financial sponsor firm (“Party H”), an additional financial sponsor firm (“Party I”) and Bending Spoons, which Process Letter requested preliminary non-binding proposals for a potential strategic transaction with Brightcove no later than October 22, 2024. Copies of the CIP were subsequently distributed by representatives of Lazard to other parties as preliminary meetings were held or as such other parties entered into confidentiality agreements with Brightcove.

Also on September 24, 2024, members of Brightcove management and representatives of Lazard had a meeting with members of management of Party I and discussed Party I’s interest in a potential transaction with Brightcove.

On September 26, 2024, Mr. DeBevoise had an in-person meeting with the chief executive officer of a potential strategic counterparty (“Party J”). During this meeting, the parties discussed the potential interest of Party J in a strategic transaction with Brightcove and updates to Party J’s and Brightcove’s business and potential synergies between the parties.

On September 30, 2024, Mr. Wagner had a meeting with the chief financial officer of Party D in which it was agreed that Party D would give further consideration to the financial attributes of a potential strategic transaction between Brightcove and Party D.

On October 1, 2024, the Board held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, members of Brightcove management provided a business update regarding the estimated bookings, retention, and financial results from the third fiscal quarter of 2024 and the estimated bookings, retention and financial projections for the fourth fiscal quarter of 2024. Also at this meeting, representatives of Lazard and Goodwin provided an update regarding the strategic process and outreach to potential counterparties.

On October 2, 2024, representatives of Lazard and representatives of Bending Spoons had a meeting at which the participants discussed Bending Spoons’ continued interest in a potential transaction with Brightcove.

From October 3, 2024 through October 11, 2024, Brightcove management had management presentations, at which representatives of Lazard were present, with potential counterparties, including representatives of each of Party B, Party F, Party G and Party I.

On October 8, 2024, representatives of Lazard and members of Bending Spoons management had a meeting at which Bending Spoons inquired about the cash, debt and share count assumptions they should utilize in a potential bid.

On October 9, 2024, representatives of Lazard and members of Bending Spoons management had a meeting at which the participants discussed valuation considerations for Brightcove based upon Bending Spoons’ perspective on Brightcove’s business, financial position and strategy.

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On October 11, 2024, Brightcove received a non-binding letter of intent from Bending Spoons to acquire Brightcove for $4.30 per share in cash (the “Bending Spoons October 11 Proposal”), which was received in advance of the October 22, 2024 deadline to submit proposals in the Process Letter. The $4.30 price per share was based on approximately 45.4 million Company Shares outstanding (on a fully diluted basis) assumed by Bending Spoons, and was subject to Bending Spoons’ due diligence review. As of October 11, 2024, Brightcove management estimated that there were approximately 52.1 million Company Shares outstanding (on a fully diluted basis). The Bending Spoons October 11 Proposal also included a request for Brightcove to enter into an exclusivity agreement with Bending Spoons, providing for a mutual exclusivity period of 30 days, with an automatic extension for an additional 15 days, and included that, subject to Brightcove’s full cooperation and support, Bending Spoons anticipated being in a position to sign and announce a transaction within four weeks from when Bending Spoons received certain requested diligence items and, to that end, Bending Spoons engaged Latham & Watkins LLP (“Latham”), as outside counsel and notified their accounting and tax advisors, Ernst & Young LLP, of the potential transaction.

On October 16, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard and Goodwin provided a summary of the Bending Spoons October 11 Proposal, including the assumptions incorporated with respect to the fully diluted Company Shares outstanding and the request for an exclusivity period despite Bending Spoons not yet completing its confirmatory due diligence regarding Brightcove. Following discussion, the Transaction Committee determined that, given the limited due diligence conducted by Bending Spoons to date, the current status of the strategic process and timeline, including management presentations already scheduled and to be scheduled, it was not advisable to enter into the requested exclusivity period with Bending Spoons. Representatives of Lazard and Goodwin also provided an update on key next steps in the strategic process and timeline, key diligence workstreams and the draft transaction documents.

From October 16, 2024 to October 24, 2024, Brightcove management had management presentations, at which representatives of Lazard were present, with representatives of each of Bending Spoons, Party A, Party H and Party J.

On October 17, 2024, Mr. Wagner had a meeting with the chief financial officer of Party D during which Party D presented a range of possible financial attributes in a potential combination of Brightcove and Party D, including Party D’s verbal proposal that Brightcove would own 30% to 40% of the combined entity in a potential transaction between Brightcove and Party D.

On October 17, 2024 and October 18, 2024, Brightcove management and representatives of Lazard had due diligence calls with representatives of each of Party B and Party G, respectively.

On October 19, 2024, representatives of Lazard had a call with representatives of Bending Spoons during which such representatives of Lazard discussed the total outstanding Company Shares on a fully diluted basis for purposes of considering deal valuation.

On October 20, 2024, representatives of Bending Spoons confirmed to representatives of Lazard that Bending Spoons would not be amending the proposed price per share of $4.30 in the Bending Spoons October 11 Proposal in light of the estimated approximately 48.3 million Company Shares outstanding (on a fully diluted basis) assumed by Bending Spoons, rather than 45.4 million Company Shares outstanding (on a fully diluted basis) assumed in the Bending Spoons October 11 Proposal. Representatives of Bending Spoons noted that the confirmed $4.30 price per share represented a significant increase in implied value from Bending Spoons’ earlier position, and Bending Spoons assumed that the Board would not issue additional equity awards prior to the closing of a potential transaction between Brightcove and Bending Spoons. The Bending Spoons representatives reiterated that the Bending Spoons October 11 Proposal was subject to diligence.

On October 22, 2024, at the direction of the Transaction Committee, representatives of Lazard communicated to each potential counterparty remaining in the strategic process that the total outstanding

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Company Shares on a fully diluted basis for purposes of considering deal valuation was approximately 52.1 million shares.

Also on October 22, 2024, Brightcove received a non-binding letter of intent from Party G to acquire Brightcove for $3.46 per share in cash. The $3.46 price per share was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party G’s due diligence review. Party G’s non-binding letter of intent indicated that Party G had a portfolio company that could have potential synergies with Brightcove. Party G’s non-binding letter of intent also included a request for Brightcove to enter into an exclusivity period with Party G, providing for a mutual exclusivity period of 60 days, with an automatic extension for an additional 10 days, and noted that any remaining confirmatory legal and financial diligence would be completed by Party G following execution of the non-binding letter of intent.

Also on October 22, 2024, Brightcove received a non-binding letter of intent from Party H to acquire Brightcove for $2.75 per share in cash. The $2.75 price per share was based on approximately 52.1 million shares of Company Shares outstanding (on a fully diluted basis), and was subject to Party H’s due diligence review.

Also on October 22, 2024, Brightcove received a non-binding letter of intent from Party E to acquire Brightcove for $2.90-$3.10 per share in cash. The $2.90-$3.10 price per share was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party E’s due diligence review.

Also on October 22, 2024, Lazard received a call from Party C, which included an offer to acquire Brightcove for $2.50 per share in cash. The $2.50 per share price was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party C’s due diligence review.

On October 23, 2024, Brightcove received a non-binding letter of intent from Party B to acquire Brightcove for $3.00 per share in cash. The $3.00 per share price was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party B’s due diligence review. The non-binding letter of intent also noted that Party B, and not Party B’s parent entity, a financial sponsor, would be the prospective buyer and have the funding required for the acquisition.

Also on October 23, 2024, representatives of Lazard received a call from Party I, which included an offer to acquire Brightcove for $2.75 per share in cash. The $2.75 per share price was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party I’s due diligence review.

On October 24, 2024, following the submission of its non-binding letter of intent, Party G conveyed to representatives of Lazard that it did not intend to engage legal or financial advisors to assist Party G in the evaluation of a potential transaction with Brightcove or in the drafting and negotiation of any transaction documents unless and until Brightcove entered into an exclusivity period with Party G. In response, at the direction of the Transaction Committee, representatives of Lazard indicated to representatives of Party G that waiting to engage legal and financial advisors might disadvantage Party G.

Also on October 24, 2024, representatives of Lazard received a call from Party A, during which representatives of Party A conveyed to representatives of Lazard an offer to acquire Brightcove for $3.00-$3.50 per share in cash, and that there was limited room to negotiate above $3.50 per share. The $3.00-$3.50 per share price was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party A’s due diligence review.

Also on October 24, 2024, Brightcove management had a management presentation, at which representatives of Lazard were present, with representatives of Party J.

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Also on October 24, 2024, representatives of Lazard had a meeting with representatives of the financial advisor to Party D, during which the participants discussed how a potential strategic transaction between Brightcove and Party D might be structured, and representatives of Lazard inquired about whether Party D was able to increase the percentage of the combined entity for Company Stockholders in a potential transaction between Brightcove and Party D to more than 30% to 40% of the combined entity.

On October 25, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard and Goodwin provided the Transaction Committee with an update on the strategic process and a summary of the proposals received to date. Representatives of Lazard proposed to the Transaction Committee that, at the next Board meeting, the Board make a determination with respect to which parties would be advanced to the next phase of the strategic process and receive access to Brightcove’s data room and an initial draft of the merger agreement to review.

On October 26, 2024, representatives of Lazard received a call from Party I indicating that due to errors in calculations with respect to their prior offer to acquire Brightcove, Party I would submit a revised offer of $3.00 to $3.25 per share.

On October 27, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Goodwin provided a summary of the auction drafts of the merger agreements to be provided to potential counterparties, with one version provided for the potential strategic buyers and another version provided for the potential financial sponsor buyers, including with respect to structure, financing, termination rights, termination fees, including a termination fee payable by Brightcove in the event that Brightcove were to terminate the Merger Agreement to accept a Superior Proposal and in certain other circumstances equal to 2.75% of the transaction equity value of Brightcove, the definition of “material adverse effect”, and employee matters. The Transaction Committee provided feedback regarding such drafts.

On October 28, 2024 Party G sent an email to representatives of Lazard noting that Party G was prepared to proceed without exclusivity but that key diligence areas including financial, technology and legal would not commence until exclusivity was granted.

On October 29, 2024, the Board held a meeting at which members of Brightcove management and representatives of Lazard were present. At this meeting, members of Brightcove management provided the Board with a business update for the third quarter of fiscal year 2024 as well as a sales and retention forecast for the fourth quarter of fiscal year 2024. Brightcove management also provided the Board with a product and engineering update, a finance update, and a presentation of Brightcove’s preliminary 2025 operating plan.

Also on October 29, 2024, the Board held an additional meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard and Goodwin provided the Board with an update on the strategic process and a summary of the proposals received to date, including a comparison of the market valuation benchmarks of the proposals and illustrative value to the Company Stockholders. Representatives of Goodwin also provided a summary of the auction drafts of the merger agreements to be provided to potential counterparties. The Transaction Committee reviewed with the Board its prior discussions and views regarding these matters. The Board provided feedback and direction to Brightcove management and its advisors on these matters. The participants discussed next steps in the strategic process, including with respect to which parties would be invited to the next phase of the strategic process and receive a second process letter, access to Brightcove’s data room and a draft of the merger agreement. Following discussion, based on the recommendation of Brightcove’s advisors and the Board’s view of the proposals submitted to date and the value proposed for the Company Stockholders, the likelihood of reaching a consummated transaction, and any conditionality of the submitted offers, the Board determined to prioritize the proposals submitted by Bending Spoons, Party B, Party G and Party I. The Board also determined to continue to

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progress conversations with Party D, Party F and Party J. Following discussion, the Board directed representatives of Lazard to send a process letter with respect to the next phase of the strategic process to such parties, requesting that the potential counterparties submit their comments to the applicable draft merger agreement by November 25, 2024 and final proposals by December 5, 2024. The Board also directed representatives of Lazard to contact Party D and Party F to communicate that the Board would be interested in further discussions with such parties if they were able to engage in more in-depth diligence at a faster pace and to communicate to the other parties remaining in the process that the Board had determined to prioritize the proposals of other parties.

On October 30, 2024, as directed by the Board, representatives of Lazard communicated to representatives of the financial advisor to Party D that Party D’s verbal proposal that Brightcove would own 30% to 40% of the combined entity in a potential transaction between Brightcove and Party D was not sufficiently attractive for the Board to prioritize in light of other interest.

On October 31, 2024, representatives of Lazard were notified by Party J that Party J was affirmatively declining to further evaluate a potential transaction based on internal priorities.

Also on October 31, 2024, representatives of Lazard received an email from Party I, which included an offer to acquire Brightcove for $3.00-$3.25 per share in cash. The $3.00-$3.25 per share price was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was subject to Party I’s due diligence review.

On November 1, 2024, Brightcove management had a management presentation, at which representatives of Lazard were present, with representatives of Party F.

Also on November 1, 2024, Lazard granted access to Brightcove’s virtual data room to Bending Spoons, Party B, Party G and Party I.

On November 2, 2024, as directed by the Board, representatives of Lazard distributed a process letter (the “Second Process Letter”) to each of Bending Spoons, Party B, Party G and Party I, requesting that the potential counterparties submit their comments to the applicable draft merger agreement by November 25, 2024 and final proposals by December 5, 2024. As provided in the Second Process Letter, Brightcove reserved the right to negotiate with any party individually or simultaneously with other prospective acquirors, terminate the process or alter, amend or revise the procedures and provisions at any time, enter into an agreement with any prospective acquirors at any time, regardless of the price and terms being offered by such acquirors and other prospective parties, amend material information made available to prospective parties and reject any, or all final proposals at its sole discretion. Also as directed by the Board, representatives of Lazard contacted Party D and Party F to communicate that the Board would be interested in further discussions with such parties if they were able to engage in more in-depth diligence at a faster pace, and Lazard contacted the other parties remaining in the process to communicate that the Board had determined to prioritize the proposals of other parties.

On November 4, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Goodwin were present. At this meeting, the Transaction Committee considered and agreed to recommend to the Compensation Committee of the Board (the “Compensation Committee”) the approval of certain transaction and retention bonuses in connection with the Merger, as described in more detail in the section of this proxy statement titled “Interests of the Directors and Executive Officers of Brightcove in the Merger—Transaction and Retention Bonuses”.

On November 5, 2024, representatives of Latham held a call with representatives at Goodwin to discuss legal due diligence, anticipated regulatory process and timing with respect to receiving a draft of the merger agreement.

On November 6, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, members of Brightcove

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management provided an update to the Transaction Committee regarding a request from one of the financial sponsor potential counterparties to involve a third party lender for its debt financing syndicate. The Transaction Committee and representatives of Lazard and Goodwin discussed the importance of continuing to maintain a level playing field for each potential bidder. Following discussion, the Transaction Committee authorized Lazard to generally permit all potential counterparties to involve financing sources, subject to such financing sources signing a joinder agreement to the existing confidentiality agreement between the relevant counterparty and Brightcove.

Also on November 6, 2024, Mr. Wagner had a meeting with the chief financial officer of Party D in which the potential value to Company Stockholders of a potential combination of Brightcove and Party D was discussed.

Also on November 6, 2024, representatives of Goodwin provided in the virtual data room the initial drafts of the merger agreement to Bending Spoons, Party A, Party B, Party G and Party I.

On November 7, 2024, the Compensation Committee held a meeting at which members of Brightcove management and representatives of Goodwin and the Compensation Committee’s compensation consultant were present. At this meeting, the Compensation Committee considered and approved the grant of certain transaction and retention bonuses in connection with the Merger, as described in more detail in the section of this proxy statement titled “Interests of the Directors and Executive Officers of Brightcove in the Merger—Transaction and Retention Bonuses”.

On November 8, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided the Transaction Committee with an update regarding the status of the discussions with the potential counterparties and related process considerations. Members of Brightcove management and representatives of Lazard provided an update regarding discussions with Party D, including potential transaction structures and the verbal proposal communicated by Party D and its financial advisor that Brightcove would own 30% to 40% of the combined entity in a potential transaction between Brightcove and Party D. Following discussion, the Transaction Committee determined to deprioritize discussions with Party D based on the Transaction Committee’s view that the potential value to Brightcove’s stockholders in a potential all-stock transaction with Party D would be less than the value received in a potential transaction with the other potential counterparties being considered in an all-cash transaction, as well as the Transaction Committee’s view of the execution risk of a potential transaction with Party D given the complexities and proposed timing of the proposed transaction with Party D. Representatives of Lazard also provided a summary of the due diligence conducted to date by Bending Spoons, Party B, Party G and Party I, a summary of the key diligence focus areas, and a schedule of upcoming meetings. The Transaction Committee provided feedback to Brightcove management and its advisors on these matters.

From November 11, 2024, to November 15, 2024, Brightcove and representatives of Lazard held due diligence meetings with Bending Spoons, Party B and Party I. During this period, Brightcove also held a due diligence meeting with Party G, however, it was not as substantive and the questions asked by Party G did not include legal due diligence questions, as Party G had not yet engaged legal advisors.

On November 14, 2024, representatives at Goodwin held a call with representatives at Latham to discuss the status of Bending Spoons’ due diligence process and to confirm the amount of Company Shares outstanding (on a fully diluted basis). On this call, representatives at Goodwin also presented Brightcove’s positions with respect to certain employee matters, including equity retention, issuance of equity awards and transaction bonuses.

Also on November 14, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided an update regarding the due diligence efforts conducted to date by the potential counterparties and related process considerations. The Transaction Committee provided feedback to Brightcove management and its advisors on these matters.

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On November 16, 2024, Brightcove received a revised non-binding letter of intent from Bending Spoons to acquire Brightcove for $4.30 per share in cash (the “Bending Spoons November 16 Proposal”), which was received in advance of the December 5, 2024 deadline for the submission of proposals in the Second Process Letter. The $4.30 price per share was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis). Representatives of Bending Spoons conveyed that Bending Spoons viewed the Bending Spoons November 16 Proposal as materially higher than the Bending Spoons October 11 Proposal due to the change in Bending Spoons’ assumptions regarding the fully diluted Company Shares outstanding. Additionally, unlike the Bending Spoons October 11 Proposal, the Bending Spoons November 16 Proposal confirmed that Bending Spoons’ due diligence was at an advanced stage and no significant business issues had been identified to date. Representatives of Bending Spoons reiterated Bending Spoons’ desire to work quickly with Brightcove and the parties’ advisors to complete its limited remaining confirmatory due diligence, finalize definitive documentation and sign and announce a transaction between Brightcove and Bending Spoons prior to market open on November 25, 2024.

Contemporaneously on November 16, 2024, Brightcove received a revised draft of the Merger Agreement from Bending Spoons, which was received in advance of the November 25, 2024 deadline for the submission of comments to the merger agreement in the Second Process Letter. The revised draft of the Merger Agreement, among other things, provided for (1) Bending Spoons to be the buyer entity with no guarantee from Guarantor, (2) no financing contingencies, (3) full specific performance remedies for Brightcove in the event of breach by Bending Spoons, (4) a termination fee payable by Brightcove in the event that Brightcove were to terminate the Merger Agreement to accept a Superior Proposal and in certain other circumstances equal to 3.75% of the transaction equity value of Brightcove, and (5) the conversion and acceleration of unvested Company RSU Awards to fully vested cash awards at closing.

On November 17, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, Mr. DeBevoise provided an update regarding due diligence calls between representatives of Brightcove and representatives of Bending Spoons. Representatives of Lazard provided a summary of the Bending Spoons November 16 Proposal, including a discussion regarding Bending Spoons’ updated assumption regarding the number of Company Shares outstanding (on a fully diluted basis) and Bending Spoons’ desire to sign and announce a transaction between Brightcove and Bending Spoons prior to market open on November 25, 2024. Following discussion, the Transaction Committee directed Lazard to follow-up with Party B, Party G and Party I to inform each party that Brightcove received a revised proposal and revised draft of the merger agreement prior to the deadlines provided in the Second Process Letter, and directed Lazard to encourage each party to expedite their timing for submitting a revised proposal and revised draft of the merger agreement and to increase the price per share in their revised proposal. Following the meeting, representatives of Lazard delivered this feedback as directed.

Also at this meeting, representatives of Goodwin reviewed the revised draft of the Merger Agreement provided by Bending Spoons, and discussed certain key issues in the draft, including the treatment of equity awards, the efforts required to gain antitrust approval, the termination fee payable by Brightcove in certain circumstances, the remedies available to the parties under the Merger Agreement, and employee matters, and described Goodwin’s proposed response regarding each of these items. Following discussion, the Transaction Committee directed Goodwin to revise the Merger Agreement in line with the feedback provided during the meeting and continue to negotiate the Merger Agreement with Latham. Representatives of Goodwin also provided an overview of Section 280G of the Code and its potential impact on deal consideration that may be received by certain executive officers in connection with a potential transaction.

Also on November 17, 2024, representatives of Lazard were notified by Party I that Party I was affirmatively declining to further evaluate a potential transaction based on internal priorities and concerns regarding Party I’s ability to sufficiently increase their prior proposal to be competitive.

From November 18, 2024 to November 21, 2024, Brightcove and representatives of Lazard held due diligence meetings with Bending Spoons and Party B.

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On November 19, 2024, outside legal counsel to Party B provided a revised draft of the merger agreement to Goodwin, which provided, among other things, (1) for Party B to be the buyer entity with no equity commitment letter or guarantee from Party B’s financial sponsor parent entity, (2) Party B would fund the purchase price with debt financing, (3) a termination fee payable by Brightcove in the event that Brightcove were to terminate the merger agreement to accept a Superior Proposal and in certain other circumstances equal to 3.5% of the value of Brightcove, (4) a reverse termination fee payable by Party B in the event that Party B was unable to fund the purchase price and close the transaction, (5) a request for Brightcove to secure support agreements from certain Company Stockholders and (6) the conversion of unvested Company RSU Awards to cash awards, subject to vesting, at closing.

On November 20, 2024, Goodwin sent a revised draft of the Merger Agreement with Bending Spoons and related disclosure schedules to Latham. Thereafter, Goodwin, on behalf of Brightcove, and Latham, on behalf of Bending Spoons, conducted a number of conference calls and exchanged drafts of the Merger Agreement. Among other items, the parties negotiated (1) the definition of “Company Material Adverse Effect”, which generally defines the standard for closing risk, (2) Brightcove’s representations, warranties and interim operating covenants, (3) the provisions relating to the rights of the Board to change its recommendation to stockholders with respect to the transaction with Bending Spoons and to accept a “Superior Proposal”, (4) the amount and terms of the termination fee payable by Brightcove in the event that Brightcove were to terminate the Merger Agreement to accept a Superior Proposal and in certain other circumstances, (5) the outside date for closing the Merger under the Merger Agreement, (6) the covenants regarding employee benefit matters applicable to Brightcove employees generally, including the issuance of equity awards between signing and closing and (7) the provisions for which Guarantor is a party to the Merger Agreement. In addition, Brightcove provided Bending Spoons with proposals for transaction bonus and severance programs for Brightcove employees as authorized by the Board, which included a transaction bonus pool and severance guidelines for non-executive employees to be honored by Bending Spoons for 12 months following the closing of the Merger.

Also on November 20, 2024, representatives of Lazard were notified by Party F that Party F was affirmatively declining to further evaluate a potential transaction based on internal priorities and concerns regarding Party F’s resources available to expeditiously complete due diligence on Brightcove.

Also on November 20, 2024, representatives of Lazard were notified by Party B that Party B was not yet affirmatively declining to further evaluate a potential transaction with Brightcove, but that Party B was not optimistic regarding increasing the per share price in Party B’s proposal or regarding the likelihood that Party B would be able to consummate a potential transaction with Brightcove, as there was not internal support regarding increasing its proposed price per share and or sufficient certainty of financing of the purchase price.

Also on November 20, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided the Transaction Committee with an update regarding discussions with the potential counterparties that received the Second Process Letter, including that, other than Bending Spoons, no such potential counterparties had increased the price per share in their respective proposals. Representatives of Lazard provided an update regarding discussions and negotiations with Bending Spoons, including a discussion regarding whether Bending Spoons had any room to increase the $4.30 per share price in the Bending Spoons November 16 Proposal. Following discussion, representatives of Lazard and Goodwin provided updates regarding related process considerations. Also at this meeting, Brightcove management presented certain updates to the July Long Range Projections to update the assumptions underlying the projections to (i) reconcile certain assumptions in the July Long Range Projections to the Upside Sensitivity Model and (ii) account for more recent actual and expected operating performance and results. Following discussion, the Board approved the updated long-range financial projections for Brightcove for use by Lazard in its financial analysis, a copy of which projections had been provided to the Board prior to the meeting (the “November Long Range Projections”), as described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 60 of this proxy

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statement. The Transaction Committee directed representatives of Lazard to engage in discussions with Bending Spoons and encourage them to increase their proposed price.

On November 21, 2024, representatives of Bending Spoons verbally conveyed to representatives of Lazard that they would be sending a non-binding proposal to acquire Brightcove for $4.45 per share in cash, which Bending Spoons expressly characterized on the call as its “best and final” offer, and which would be conditioned upon (1) the parties entering into the Merger Agreement prior to market open on November 25, 2024 or (2) the parties entering into an exclusivity agreement providing for an exclusive period of negotiations.

Also on November 21, 2024, representatives of Lazard were notified by Party G that Party G was affirmatively declining to further evaluate a potential transaction. The Chief Executive Officer of Party G communicated to representatives of Lazard that Party G felt that the messaging delivered by representatives of Lazard on November 17, 2024 encouraging the submission of a revised proposal and revised merger agreement and completion of due diligence earlier than the deadlines provided in the Second Process Letter disadvantaged Party G, was contrary to the process instructions and allegedly favored another party in the process.

Also on November 21, 2024, representatives of Lazard were notified by Party B that Party B was affirmatively declining to further evaluate a potential transaction with Brightcove. Representatives of Party B conveyed to representatives Lazard that the decision to decline to further evaluate a potential transaction with Brightcove was due to the sense that they would not be able to sufficiently increase their prior proposal to be competitive and also be able to provide sufficient certainty of funding in advance of the deadline set forth in the Second Process Letter. Also on November 21, 2024, the Transaction Committee held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, representatives of Lazard provided the Transaction Committee with an update regarding the discussions between representatives of Lazard and Bending Spoons regarding Bending Spoons agreeing to raise the price per share to $4.45 in its proposal, conditional on the parties signing the Merger Agreement before the market opens on Monday, November 25 or entering into an exclusivity agreement by Saturday, November 23, with the intention of finalizing the Merger Agreement immediately after the Thanksgiving holiday. Representatives of Lazard also provided an update to the Transaction Committee regarding Party B’s decision to decline to further evaluate a potential transaction with Brightcove given the difficulty securing debt financing and sense that they would not be able to sufficiently increase their prior proposal to be competitive. Representatives of Goodwin provided an update regarding the negotiations of the Merger Agreement and other related documentation with Bending Spoons, the remaining open items and plan to finalize those open items.

Also at this meeting, representatives of Goodwin discussed the correspondence from Party G on November 21, 2024, in which Party G alleged that the sale process favored a specific but unidentified party and that Party G was misled regarding the ability of the process to be accelerated by any potential buyer. The Transaction Committee and representatives of Goodwin and Lazard discussed the inaccuracies in the allegations from Party G, with representatives of Lazard describing multiple conversations between representatives of Lazard and Party G during which representatives of Lazard conveyed that representatives of Lazard would keep all parties still in the strategic process informed of any updates, and that bidders would be disadvantaged in the process if they did not engage third party advisors to complete diligence and progress the merger agreement. Representatives of Lazard noted that Party G was informed on multiple occasions that the process timeline may be expedited due to the receipt of a revised proposal from another party, and further noted that Party G was the only party remaining in the process that had not yet engaged in meaningful due diligence efforts and had indicated it would not engage third party advisors to conduct due diligence and revise the merger agreement until it was under exclusivity, and had been told by representatives of Lazard that waiting to engage in meaningful due diligence or engage third party advisors may disadvantage Party G in the strategic process. Similar to the position that the Transaction Committee had taken with Bending Spoons when Bending Spoons initially requested exclusivity, the Transaction Committee would not agree to exclusivity with any party that had not substantially completed its due diligence and provided comments to the draft merger agreement. The Transaction Committee was of the view that so long as Party G did not engage third party advisors to conduct due diligence and comment

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on the merger agreement, Party G would not be in a position to provide a proposal that could be adequately assessed relative to the Bending Spoons proposal.

Also on November 21, 2024, at the direction of the Transaction Committee, representatives of Lazard provided Bending Spoons with the November Long Range Projections.

On November 22, 2024, representatives of Bending Spoons confirmed via email to representatives of Lazard Bending Spoons’ revised non-binding proposal to acquire Brightcove for $4.45 per share in cash (the “Bending Spoons November 22 Proposal”). The $4.45 price per share was based on approximately 52.1 million Company Shares outstanding (on a fully diluted basis), and was conditioned upon (1) the parties entering into the Merger Agreement prior to market open on November 25, 2024 or (2) the parties entering into an exclusivity agreement by November 23, 2024 providing for an exclusivity period for negotiation, with the intention of entering into the Merger Agreement immediately following the Thanksgiving holiday weekend. Bending Spoons indicated that if neither of these conditions were met, Bending Spoons would revert to the price per share of $4.30 reflected in the Bending Spoons November 16 Proposal.

Also on November 22, 2024, the Board held a meeting at which members of Brightcove management and representatives of Lazard and Goodwin were present. At this meeting, Brightcove management provided a summary of the November Long Range Projections, including the updates made to the July Long Range Projections. Representatives of Lazard presented a process review, including engagement with buyers. Following discussion, representatives of Lazard reviewed Lazard’s preliminary valuation analysis. Representatives of Goodwin discussed certain legal considerations, including an overview of the Board’s fiduciary duties, a summary of the Merger Agreement, including structure, remedies, deal protection, regulatory efforts, definition of “Material Adverse Effect” and employee matters, and an illustrative timeline. The Transaction Committee provided feedback to Brightcove management and its advisors on these matters.

Over the course of November 22, 2024, November 23, 2024, and November 24, 2024, Goodwin and Latham finalized their work on the terms of the definitive agreement between Brightcove and Bending Spoons, as well as the disclosure schedules and other ancillary agreements pertaining to the transaction.

On November 23, 2024, Lazard provided a customary updated relationship disclosure letter, indicating that in the two-year period prior to the date of the disclosure letter, other than with respect to the strategic review process, Lazard had not been engaged to provide financial advisory services to Brightcove, and in the two-year period prior to the date of the disclosure letter, Lazard was engaged by a company in connection with a potential transaction in which Guarantor was a contemplated counterparty, for which Lazard received compensation from Guarantor, although the transaction with Guarantor was not ultimately consummated.

On November 24, 2024, the Transaction Committee held a meeting at which all members of the Transaction Committee, and representatives of Lazard and Goodwin were in attendance. Representatives of Lazard provided a status update regarding Lazard’s valuation work. Representatives of Goodwin summarized the material terms in the Merger Agreement, a substantially complete draft of which was provided to and reviewed by the Board prior to the meeting. Representatives of Goodwin also reviewed the terms of the customary relationship disclosures regarding any relationship between Lazard and Bending Spoons during the preceding two-year period made available by Bending Spoons. Following review of this information, the Transaction Committee determined that the disclosed information would not impact Lazard’s ability to act effectively as financial advisor to Brightcove. Representatives of Goodwin also discussed certain items to be reviewed by the Board, including the consideration to be received by Brightcove’s “named executive officers” in the proposed transaction. Following discussion, the Transaction Committee unanimously adopted resolutions recommending to the Board that the Board (i) determine that it is in the best interests of Brightcove and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) approve the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolve to recommend that Company Stockholders adopt the Merger Agreement and directed that such matter be submitted for the consideration of Company Stockholders at the Special Meeting.

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Later on November 24, 2024, the Board and the Transaction Committee held a joint meeting at which all members of the Board, as well as representatives of Lazard and Goodwin were in attendance. Mr. DeBevoise provided a status update regarding negotiations with Bending Spoons. Representatives of Goodwin summarized the material terms in the Merger Agreement, a substantially complete draft of which was provided to and reviewed by the Board prior to the meeting. Representatives of Goodwin also reviewed the terms of the customary relationship disclosures regarding any relationship between Lazard and Bending Spoons during the preceding two-year period. Following review of this information, the Board determined that there was no conflict of interest that would impact Lazard’s ability to act independently and effectively as financial advisor to Brightcove. Mr. Haroian discussed the Transaction Committee’s recommendation that the Board approve the deal with Bending Spoons. Mr. Haroian discussed a number of reasons for the recommendation, including the thorough process conducted by the parties involved, giving the Transaction Committee comfort that the process yielded the best price available in the market. In addition, at the request of the Board, representatives of Lazard reviewed with the Board Lazard’s financial analysis of the $4.45 price per share and rendered to the Board an oral opinion, confirmed by delivery of a written opinion dated November 24, 2024, to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Lazard as set forth in its opinion, the $4.45 per share cash consideration to be received in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to holders of Company Shares (other than Excluded Shares and any Company Shares held by any affiliate of Brightcove or Bending Spoons). Following additional discussion and consideration of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the factors described under the heading “Recommendation of the Brightcove Board of Directors and Reasons for the Merger”), the Board unanimously (i) determined that it is in the best interests of Brightcove and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that Company Stockholders adopt the Merger Agreement and directed that such matter be submitted for the consideration of Company Stockholders at the Special Meeting.

Thereafter, in the evening of November 24, 2024, Brightcove, Bending Spoons, Guarantor and Merger Sub executed the Merger Agreement.

Before the opening of trading of the U.S. stock markets on November 25, 2024, Brightcove and Bending Spoons issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Brightcove Board of Directors and Reasons for the Merger

At a special meeting of the Board held on November 24, 2024, the Board unanimously: (1) determined that the Merger Agreement and the Transactions are in the best interests of Brightcove and the holders of Company Shares, and declared it advisable to enter into the Merger Agreement, (2) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, and (3) resolved to recommend that holders of Company Shares adopt the Merger Agreement and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting. Accordingly, the Board recommends that the Company Stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

In its determinations and in reaching its recommendations, the Board, as described in the section titled “—Background of the Merger” of this proxy statement, held a number of meetings, consulted with Brightcove senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following (not necessarily presented in order of relative importance) that weighed in favor of the Merger:

Consideration. The Board considered:

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Brightcove’s Operating and Financial Condition and Prospects. The Board considered the current and prospective business environment in which Brightcove operates, including international, national, and local economic conditions, the competitive environment, and the likely effect of these factors on Brightcove and its ability to execute its business plans as a standalone company. In assessing the prospects of Brightcove, the Board reviewed its business, assets, financial condition, historical and projected financial performance, and execution challenges, as well as market dynamics impacting Brightcove’s outlook. The Board evaluated the inherent uncertainty of achieving Brightcove’s financial projections and the risks associated with its ability to operate independently, including market conditions and competitive pressures. The Board further considered that the $4.45 per share in cash payable in the Merger represented a favorable and comparatively certain value for Company Stockholders on a risk-adjusted basis, relative to the risks and uncertainties associated with Brightcove’s execution of its business plan and potential alternatives reasonably available to Brightcove.

Negotiation Process. The Board considered the fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by Brightcove with the knowledge and at the direction of the Board and with the assistance of its financial and legal advisors. The Board also considered the enhancements that Brightcove and its advisors were able to obtain as a result of these negotiations with Bending Spoons, including the increase in the valuation offered by Bending Spoons from the time of its initial offer to the final agreement, changes in the terms and conditions of the Merger Agreement that were favorable to Brightcove, and the inclusion of provisions in the Merger Agreement that the Board believes enhance closing certainty and increase

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the likelihood of completing the Merger. The Board believes that the terms of the Merger Agreement, including the final $4.45 per share purchase prices, represented the best terms that Bending Spoons was willing to provide following multiple rounds of negotiations, and that the terms, in the aggregate, were the most favorable available to Brightcove.

Sale Process; Potentially Interested Counterparties. The Board considered the process conducted by Brightcove, with the assistance of Lazard and Goodwin, to identify potential acquirors, taking into account (1) the expected interest of such parties in Brightcove’s business and market position, (2) their financial capability to consummate a transaction of this size, and (3) their ability to move quickly and efficiently in the process. In particular, the Board considered the engagement by Brightcove, with the assistance of Lazard and Goodwin, with multiple counterparties, including 7 strategic parties and 12 financial sponsors, regarding their interest in a potential acquisition of Brightcove. The Board noted the outcomes of these discussions and that, among the parties contacted, Bending Spoons was the only party to express sustained interest and willingness to proceed with a transaction on terms deemed favorable and viable by the Board. The Board further noted that no other strategic or financial parties had expressed interest in pursuing a transaction with Brightcove at the time of the proposed Merger.

Lazard’s Opinion and Analysis. The Board considered the oral opinion of Lazard rendered to the Board on November 24, 2024, which was subsequently confirmed by delivery of a written opinion dated November 24, 2024 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Lazard in preparing its opinion, the Merger Consideration to be paid to the holders of Company Shares (other than Excluded Shares and any Company Shares held by any affiliate of Brightcove or Bending Spoons) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “—Opinion of Lazard Frères & Co. LLC.”

Ability to Consider, Receive and Respond to Unsolicited Proposals. The Board considered the provisions of the Merger Agreement that provide for (1) the ability of Brightcove under certain circumstances to entertain unsolicited proposals for an acquisition that constitutes or could reasonably be expected to lead to an offer that is superior to the Merger, (2) the ability of the Board under certain circumstances to withdraw or modify its recommendation that Company Stockholders vote to adopt the Merger Agreement and to terminate the Merger Agreement in order to accept a Superior Proposal and enter into a definitive agreement with respect to such Superior Proposal, and (3) the $7,860,000 termination fee payable by Brightcove under certain circumstances, which the Board believed was reasonable relative to termination fees in transactions of a similar size, would not likely preclude competing bids, and would not likely be payable unless Brightcove entered into a definitive agreement for a Superior Proposal.

Conditions to the Consummation of the Merger; Likelihood of Completion. The Board considered the likelihood of completing the Merger, particularly in light of the terms of the Merger Agreement, including (1) the conditions to the Merger being specific and limited, (2) the exceptions contained within the “Company Material Adverse Effect” definition, which generally defines the standard for closing risk, and (3) the likelihood of obtaining the required regulatory approval and the outside date for closing the Merger under the Merger Agreement, which is anticipated to allow for sufficient time to consummate the Merger. The Board also considered the fact that there is no financing condition to the completion of the Merger, and Brightcove’s ability to obtain specific enforcement of the obligations of Bending Spoons and Merger Sub under the Merger Agreement, thereby ensuring that Brightcove has an appropriate remedy in the event Bending Spoons and Merger Sub were to decline to comply with their obligations under the Merger Agreement.

Business Reputation of Bending Spoons. The Board considered the business reputation and capabilities of Bending Spoons and its management and the substantial financial resources of Bending Spoons and, by extension, Parent and Merger Sub, which the Board believed supported the conclusion that a transaction with Bending Spoons, Parent and Merger Sub was likely to be completed in a timely and orderly manner.

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Certainty of Consideration. The Board considered the all-cash nature of the consideration to be paid in the Merger, which allows Brightcove’s securityholders to realize immediate value, in cash, for their investment in Brightcove, while avoiding Brightcove’s business risks, and while also providing such holders with certainty of value and liquidity for their Brightcove securities.

Appraisal Rights. The Board considered the availability of statutory appraisal rights to the holders of Company Shares who object to the Merger and otherwise comply with all required procedures under the DGCL.

In the course of its deliberations, the Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement, including the following (which are not necessarily presented in order of relative importance):

In addition, the Board was aware of and considered the interests of Brightcove’s directors and executive officers that may be different from, or in addition to, the interests of Company Stockholders generally when approving the Merger Agreement and recommending that Company Stockholders vote to adopt the Merger Agreement. For more information, see the section of this proxy statement titled “—Interests of the Directors and Executive Officers of Brightcove in the Merger.”

The foregoing discussion of the information and factors considered by the Board in reaching their respective conclusions and recommendations is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with Brightcove’s senior management and legal and financial advisors.

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The foregoing discussion of the reasoning and consideration of certain factors by the Board and the resulting determinations and recommendation, and certain other information presented in this section, as well as similar information included in this proxy statement, is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.” For the reasons described above, and in light of other factors that the Board believed were appropriate to consider, the Board approved the Merger Agreement and the Transactions contemplated thereby, including the Merger, and recommends that the Company Stockholders vote in favor of the Merger Proposal and the Adjournment Proposal.

Opinion of Lazard Frères & Co. LLC

Brightcove retained Lazard as its financial advisor in connection with the Merger. In connection with Lazard’s engagement, Brightcove requested that Lazard evaluate the fairness, from a financial point of view, to holders of Company Shares (other than Excluded Holders and any Company Shares held by any affiliate of Brightcove or Bending Spoons) of the Merger Consideration to be paid to such holders in the Merger. On November 24, 2024, at a meeting of the Board, Lazard rendered to the Board its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated as of the same date, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the Merger Consideration to be paid to holders of Company Shares (other than Excluded Holders and any Company Shares held by any affiliate of Brightcove or Bending Spoons) in the Merger was fair, from a financial point of view, to such holders.

The full text of Lazard’s written opinion, dated November 24, 2024, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. The summary of the written opinion of Lazard, dated November 24, 2024, set forth in this proxy statement is qualified in its entirety by reference to the full text of Lazard’s written opinion attached as Annex B. You are encouraged to read Lazard’s opinion and the summary contained in this proxy statement carefully and in their entirety. Lazard’s engagement and its opinion were for the benefit of the Board (in its capacity as such) and Lazard’s opinion was rendered to the Board in connection with its evaluation of the Merger and addressed only the fairness, as of the date of the opinion, from a financial point of view, to holders of Company Shares (other than Excluded Holders and any Company Shares held by any affiliate of Brightcove or Bending Spoons) of the Merger Consideration to be paid to such holders in the Merger. Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which Brightcove might engage or the merits of the underlying decision by Brightcove to engage in the Merger. Lazard’s opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Merger or any matter relating thereto.

In connection with its opinion, Lazard:

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Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Brightcove or concerning the solvency or fair value of Brightcove and Lazard was not furnished with any such valuation or appraisal. Management of Brightcove advised Lazard that the November Long Range Projections (and the corresponding net operating profit after tax and unlevered free cash flow figures) and the Tax Asset Utilization Forecasts provided to Lazard in November 2024 reflect their best currently available estimates and judgments as to the future financial performance of Brightcove; accordingly, Brightcove directed Lazard to use solely such forecasts, the July Long Range Projections and the Upside Sensitivity Model (and the corresponding net operating profit after tax and unlevered free cash flow figures and not any other forecasts provided to Lazard) (as defined in the section of this proxy statement captioned “—Certain Unaudited Prospective Financial Information”) for purposes of Lazard’s analyses in connection with its opinion. With respect to the November Long Range Projections (and the corresponding net operating profit after tax and unlevered free cash flow figures) and the Tax Asset Utilization Forecasts utilized in Lazard’s analyses, Lazard assumed, with the consent of Brightcove, that such forecasts had been reasonably prepared by Brightcove’s management on bases reflecting the best currently available estimates and judgments as to the future financial performance of Brightcove. The July Long Range Projections and Upside Sensitivity Model, and the corresponding net operating profit after tax and unlevered free cash flow figures, were used by Lazard in preparing analyses that were presented to the Board for informational purposes only. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based. Lazard did not perform a precedent transactions analysis because Lazard did not believe that there were sufficiently comparable business combinations for purposes of such an analysis.

Further, Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of its opinion. Lazard further noted that volatility in the credit, commodities and financial markets may have an effect on Brightcove or the Merger and Lazard did not express an opinion as to the effects of such volatility on Brightcove or the Merger. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date thereof. Lazard did not express any opinion as to the price at which Company Shares may trade at any time subsequent to the announcement of the Merger. In addition, Lazard’s opinion did not address the relative merits of the Merger as compared to any other transaction or business strategy in which Brightcove might engage or the merits of the underlying decision by Brightcove to engage in the Merger.

In rendering its opinion, Lazard assumed, with the consent of Brightcove, that the Merger would be consummated on the terms described in the Merger Agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of Brightcove, that obtaining the necessary governmental, regulatory or third party approvals and consents for the Merger would not have an adverse effect on Brightcove or the Merger. Lazard did not express any opinion as to any tax or other consequences that might result from the Merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Brightcove obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the Merger Consideration to the extent expressly specified in the opinion) of the Merger, including, without limitation, the form or structure of the Merger or any agreements or arrangements entered into in connection with, or contemplated by the Merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger, or class of such persons, relative to the Merger Consideration or otherwise.

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Summary of Lazard Financial Analyses

The following is a summary of the material financial analyses and reviews that Lazard deemed appropriate in connection with rendering its opinion. The summary of Lazard’s financial analyses and reviews provided below is not a complete description of the financial analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description. Selecting portions of the financial analyses described below, without considering the financial analyses described below as a whole, could create an incomplete view of the financial analyses and reviews underlying Lazard’s opinion. You are encouraged to read Lazard’s opinion carefully and in its entirety.

In arriving at its opinion, Lazard considered the results of its financial analyses and did not attribute any particular weight to any factor or financial analysis considered by it; rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its financial analyses. For purposes of its financial analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Brightcove. No company or business used in Lazard’s financial analyses and reviewed as a comparison is identical to Brightcove, or the Merger and related transactions contemplated by the Merger Agreement, and an evaluation of the results of those financial analyses and reviews is not entirely mathematical.

Rather, the financial analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the Merger, public trading or other values of the companies or businesses used in Lazard’s financial analyses and reviews. The estimates contained in Lazard’s financial analyses and reviews and the ranges of values resulting from any particular financial analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s financial analyses and reviews. In addition, financial analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s financial analyses and reviews are inherently subject to substantial uncertainty. Lazard did not perform a precedent transactions analysis because Lazard did not believe that there were sufficiently comparable business combinations for purposes of such an analysis.

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

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 19, 2024, and is not necessarily indicative of current market conditions.

Discounted Cash Flow Analysis

Using the November Long Range Projections (and the corresponding net operating profit after tax and unlevered free cash flow figures) and the Tax Asset Utilization Forecasts, in each case, at the direction of Brightcove management, Lazard performed a discounted cash flow analysis of Brightcove.

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash

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flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors.

For purposes of this analysis, Lazard calculated a range of enterprise values for Brightcove by discounting to present value, utilizing discount rates ranging from 12.2% to 14.2%, calculated by Lazard based upon its analysis of the weighted average cost of capital of Brightcove (determined using the capital asset pricing model and based on considerations that Lazard deemed relevant in its professional judgment and experience, taking into account certain financial metrics, including capital structure, betas for a comparable group of companies and market risk) and using the mid-year convention), (i) the estimated after-tax unlevered free cash flows to be generated by Brightcove from 2025 through end of calendar year 2029 in the November Long Range Projections; and (ii) a range of terminal values for Brightcove.

The terminal values were derived by applying a perpetuity growth rate range of 2.0% to 4.0% to the estimated unlevered post-tax free cash flow to be generated by Brightcove. The perpetuity growth rates were estimated by Lazard based on its professional judgment and experience taking into account long-run US GDP growth rates.

Lazard then added a net cash amount of approximately $27.0 million, as of September 30, 2024 based on information provided by Brightcove management to the range of enterprise values, to derive a range of total equity values for Brightcove. Lazard then calculated a range of implied equity values per Company Share by dividing such total equity values of Brightcove by 52.4 million, representing the number of fully diluted Company Shares (determined using the treasury stock method), as calculated based on information provided by Brightcove management with respect to dilutive securities outstanding as of November 24, 2024. The results of this analysis implied an equity value per share range of $2.89 to $4.09 (not inclusive of the Projected Tax Assets (as defined below)).

Lazard then calculated the net present value of certain projected tax asset utilization (the “Projected Tax Assets”), based on the Tax Asset Utilization Forecasts provided by Brightcove management, on a per share basis by dividing the net present value of such Projected Tax Assets by 52.4 million, representing the number of fully diluted Company Shares (determined using the treasury stock method), as calculated based on information provided by Brightcove management with respect to dilutive securities outstanding as of November 24, 2024. The net present value of the Projected Tax Asset utilization was calculated using a discount rate of 13.9%, which is the cost of equity used in the overall weighted average cost of capital of Brightcove calculated as described above, also using the mid-year convention. For the purposes of this analysis, Brightcove directed Lazard to apply a downside scenario in which the Projected Tax Assets did not have any value and an upside scenario (based on the information provided by Brightcove management with respect to the Projected Tax Assets) in which the Projected Tax Assets were calculated to have a per share value of $0.52. Lazard applied the downside scenario to the low end of the discounted cash flow analysis share price range, and applied the upside scenario to the top end of the discounted cash flow analysis share price range. The results of this analysis implied an equity value per share range of $2.89 to $4.61.

Selected Publicly Traded Companies Analysis

Using public filings and data sources, Lazard reviewed and analyzed certain financial information, valuation multiple and market trading data related to selected publicly traded video software companies (referred to in this section as the “selected companies”), the operations of which Lazard believed, based on its professional judgment and experience, to be generally relevant for purposes of this analysis. Lazard compared such information for the selected companies to the corresponding information for Brightcove.

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The selected companies for this analysis were as follows:

None of the selected companies is directly comparable to Brightcove and certain of these companies may have characteristics that are materially different from those of Brightcove. Based on its professional judgment and experience, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Brightcove and the selected companies that could affect the public trading values of each company are also relevant.

For each of the selected companies, Lazard reviewed and compared, among other things, the enterprise value of the selected company (defined as equity market capitalization plus total debt, plus preferred equity and noncontrolling interest, less cash and cash equivalents) as of November 19, 2024, as a multiple of such selected company’s estimated revenue and Adjusted EBITDA (defined as estimated earnings before interest, taxes, depreciation and amortization, adjusted, as applicable, for non-recurring items and any other adjustments, including in respect of capitalized R&D expenses (to the extent publicly disclosed by the selected company) and stock-based compensation, as deemed appropriate), based on FactSet Research Systems and the companies’ public filings, estimated for calendar years 2024 and 2025. The results of this analysis are summarized in the following table:

Based on its professional judgment and experience, after taking into account, among other things, such observed multiples, Lazard selected and applied a range of multiples of (1) enterprise value to estimated revenue for 2024 of 0.5x – 1.9x (the “2024 Revenue Multiples Range”) to Brightcove’s estimated revenue for 2024, based on the November Long Range Projections, (2) enterprise value to estimated revenue for 2025 of 0.5x – 1.8x (the “2025 Revenue Multiples Range”) to Brightcove’s estimated revenue for 2025, based on the November Long Range Projections, (3) enterprise value to estimated Adjusted EBITDA for 2024 of 7.0x – 14.1x (the “2024 EBITDA Multiples Range”) to Brightcove’s estimated Adjusted EBITDA for 2024, based on the November Long Range Projections and (4) enterprise value to estimated Adjusted EBITDA for 2025 of 7.0x – 13.6x (the “2025 EBITDA Multiples Range”) to Brightcove’s estimated Adjusted EBITDA for 2025, based on the November Long Range Projections. In calculating the 2024 EBITDA Multiples Range and the 2025 EBITDA Multiples Range, Lazard excluded two selected companies—Kaltura, Inc. and ON24, Inc.—that were statistical outliers and one selected company—Haivision Systems, Inc.—that did not report capitalized R&D expenses. Based on this range

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of implied enterprise values and a net cash amount of approximately $27.0 million as of September 30, 2024, based on information provided by Brightcove management, Lazard calculated an implied equity value per share range, based on the number of fully diluted outstanding Company Shares (determined using the treasury stock method), based on information provided by Brightcove management with respect to dilutive securities outstanding as of November 24, 2024.

The analysis resulted in a range of implied values per Company Share of (1) $2.39 to $7.66 (when applying the 2024 Revenue Multiples Range), (2) $2.40 to $7.32 (when applying the 2025 Revenue Multiples Range), (3) $1.45 to $2.40 (when applying the 2024 EBITDA Multiples Range) and (4) $1.98 to $3.37 (when applying the 2025 EBITDA Multiples Range).

Other Analyses

The analyses and data described below were presented to the Board for informational purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Premia Paid Analysis

Using information from public filings and other publicly available information, Lazard analyzed the premia paid for all-cash selected acquisitions of publicly-traded companies in the software industry announced since January 1, 2022 with a total enterprise value of below $500 million involving a U.S. target. For each of the precedent transactions, Lazard calculated the implied premium as a percentage based on the amount by which the per share consideration in each transaction exceeded the target company’s most recent unaffected share price.

Based on its professional judgment and experience, Lazard then applied a range of per share price premia of approximately 25% to 109% to the closing share price of the Company Shares on November 19, 2024, of $2.95, to calculate an implied equity value per share range of the Company Shares of $3.69 to $6.17.

Research Analyst Price Targets

Lazard reviewed publicly available research analyst price targets based on selected Wall Street research reports prepared by research analysts covering Brightcove. Lazard observed target prices that ranged from $3.50 to $5.00 per Company Share.

52-Week Trading Range Analysis

Lazard reviewed the range of trading prices for the Company Shares for the 52-week period ended November 19, 2024. Lazard observed that, during this period, the closing prices of the Company Shares ranged from $1.60 to $3.03 per share.

Discounted Cash Flow Analysis — July 2024 Long Range Projections

Lazard performed the same analyses described above under the caption “Discounted Cash Flow Analysis” for Brightcove, based on the July Long Range Projections provided by Brightcove’s management as of July 2024, inclusive of the Projected Tax Asset utilization using the same methodology as described above. Using such management forecasts, this analysis indicated an implied equity value reference range per Company Share of $2.94 to $4.68 (inclusive of the Projected Tax Assets) and $2.94 to $4.16 (not inclusive of the Projected Tax Assets).

Discounted Cash Flow Analysis — Upside Sensitivity Model

Lazard performed the same analyses described above under the caption “Discounted Cash Flow Analysis” for Brightcove, based on the Upside Sensitivity Model provided by management of Brightcove and made

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available to bidders in the auction process, inclusive of the Projected Tax Asset utilization using the same methodology as described above. Using such model, this analysis indicated an implied equity value reference range per Company Share of $4.07 to $6.41 (inclusive of the Projected Tax Assets) and $4.07 to $5.89 (not inclusive of the Projected Tax Assets).

Miscellaneous

In connection with Lazard’s services as financial advisor to Brightcove in connection with the Merger, Brightcove agreed to pay Lazard a fee for such services of $4.1 million, $1.0 million of which was payable upon the rendering of Lazard’s opinion and the remainder of which is contingent upon the closing of the Merger. In addition, Brightcove has agreed to reimburse certain of Lazard’s expenses arising, and to indemnify Lazard against certain liabilities that may arise, out of Lazard’s engagement. In the two-year period prior to the date of Lazard’s opinion, other than this engagement, Lazard has not been engaged to provide financial advisory services to Brightcove. In the two-year period prior to the date of Lazard’s opinion, Lazard was engaged by a company in connection with a potential transaction where Guarantor was a contemplated counterparty, for which Lazard received compensation in the amount of $500,000 from Guarantor, although the transaction with Guarantor was not ultimately consummated. In the two-year period prior to the date of Lazard’s opinion, Lazard has not been engaged to provide financial advisory services to Bending Spoons.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for corporate and other purposes. In addition, in the ordinary course, certain of Lazard and its affiliates and its and their employees trade securities for their own accounts and for the accounts of their customers, and, accordingly, hold and/or may at any time hold a long or short position in securities of Brightcove, and certain of Lazard’s affiliates also trade and hold securities on behalf of clients, which include and/or may at any time include Brightcove, Bending Spoons and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard.

Brightcove and Bending Spoons determined the Merger Consideration in the Merger through arm’s-length negotiations, and the Board approved such Merger Consideration. Lazard conducted the analyses and reviews summarized above for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, to holders of Company Shares (other than Excluded Holders and any Company Shares held by any affiliate of Brightcove or Bending Spoons) of the Merger Consideration to be paid to such holders in the Merger. Lazard did not recommend any specific consideration to the Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Merger.

Lazard’s opinion was one of many factors considered by the Board, as discussed further in “— Recommendation of the Brightcove Board of Directors and Reasons for the Merger.” Consequently, the summary of the analyses and reviews provided above should not be viewed as determinative of the opinion of the Board with respect to the Merger Consideration or of whether the Board would have been willing to recommend a different transaction or determine that a different consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as financial advisor to the Board after considering Lazard’s qualifications, independence, expertise, international reputation, knowledge of the technology industry and experience acting as financial advisor in connection with similar partnership and strategic transactions.

Certain Unaudited Prospective Financial Information

Except for financial outlooks issued in connection with its ordinary course earnings announcements, Brightcove does not, as a matter of course, publicly disclose financial forecasts or projections as to future

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performance, earnings or other results due to, among other reasons, the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, especially over longer-term periods.

In connection with the review of strategic alternatives, Brightcove’s management in July 2024 prepared unaudited financial information on Brightcove, on a standalone basis without giving effect to the Merger, for the second half of fiscal year 2024 through the end of fiscal year 2029 (the “July Long Range Projections”). In September 2024, Brightcove’s management prepared additional unaudited financial information on Brightcove, on a standalone basis without giving effect to the Merger, for the second half of fiscal year 2024 through the end of fiscal year 2029 accounting for upside sensitivity (the “Upside Sensitivity Model”). In November 2024, Brightcove’s management revised the July Long Range Projections to (i) reconcile certain assumptions in the July Long Range Projections to the Upside Sensitivity Model and (ii) account for more recent actual and expected operating performance and results (the “November Long Range Projections”). In addition to the November Long Range Projections, Brightcove’s management conducted a tax asset analysis, which evaluated Brightcove’s ability to utilize its tax assets based on an estimate of future taxable income under the November Long Range Projections (the “Tax Asset Utilization Forecasts”). At the direction of the Board, based on information provided by Brightcove’s management, a discounted cash flow benefit was calculated on the tax assets expected to be realized from 2025 through 2034, which was reviewed and approved by the Board for reliance upon and use by Lazard in connection with the rendering of its opinion to the Board and in performing the related financial analyses as described in the section of this proxy statement captioned “—Opinion of Lazard Frères & Co. LLC.” Such discounted cash flow analysis valued the tax assets estimated to be realized at $6.6 million in 2025, $5.8 million in 2026, $4.5 million in 2027, $3.7 million in 2028, $2.7 million in 2029, $1.3 million in 2030, $0.9 million in 2031, $0.8 million in 2032, $0.6 million in 2033 and $0.6 million in 2034.

The Upside Sensitivity Model was made available to all potential counterparties to a strategic transaction in September 2024, including Bending Spoons on September 16, 2024, in connection with their due diligence review of a potential transaction. A summary of the November Long Range Projections was made available to Bending Spoons on November 24, 2024. The July Long Range Projections, Upside Sensitivity Model and November Long Range Projections (including the net operating profit after tax and unlevered free cash flow and the calculation thereof, together, the “Projections”) were provided to Lazard for purposes of performing its financial analyses in connection with the potential transaction. Management of Brightcove advised Lazard that the November Long Range Projections provided to Lazard reflect their best currently available estimates and judgments as to the future financial performance of Brightcove; accordingly, Brightcove directed Lazard to use such projections for purposes of performing its financial analyses in connection with rendering its opinion to the Board, as described in the section of this proxy statement captioned “—Opinion of Lazard Frères & Co. LLC,” which is filed as Annex B to this proxy statement and incorporated herein by reference. The Projections are summarized below.

At the direction of the Board, net operating profit after tax and unlevered free cash flow were calculated solely based on the Projections and information and assumptions provided by Brightcove’s management. Net operating profit after tax and unlevered free cash flow, as set forth below, were reviewed and approved by the Board for reliance upon and use by Lazard in connection with the rendering of its opinion to the Board and in performing the related financial analyses as described in the section of this proxy statement captioned “—Opinion of Lazard Frères & Co. LLC.”

Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Brightcove’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Brightcove’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Brightcove’s control.

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July Long Range Projections

The following table summarizes the July Long Range Projections:

The following table is a summary of the net operating profit after tax and unlevered free cash flows (USD in millions) that were calculated using the July Long Range Projections and based on information and assumptions provided by Brightcove’s management:

Upside Sensitivity Model

The following table summarizes the Upside Sensitivity Model:

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The following table is a summary of the net operating profit after tax and unlevered free cash flows (USD in millions) that were calculated using the Upside Sensitivity Model and based on information and assumptions provided by Brightcove’s management:

November Long Range Projections

The following table summarizes the November Long Range Projections:

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The following table is a summary of the net operating profit after tax and unlevered free cash flows (USD in millions) that were calculated using the November Long Range Projections and based on information and assumptions provided by Brightcove’s management:

Cautionary Note About the Projections

The Projections were developed by Brightcove’s management as then-current estimates of Brightcove’s future financial performance as an independent company, without giving effect to the Merger, or any changes to Brightcove’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Projections also do not consider the effect of any failure of the Merger to be completed, and should not be viewed as accurate or continuing in that context. The Projections do not take into account any circumstances, transactions or events occurring after the date on which the Projections were prepared and do not give effect to any changes after the date on which they were made, including as a result of the Merger or any effects of the Merger.

The Projections were not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Brightcove’s management. Neither Brightcove’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, made by Brightcove’s management that Brightcove’s management believed in good faith were reasonable. Brightcove’s ability to achieve the financial results contemplated by the Projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Projections not to be achieved include, among others, the effect of macro-economic conditions currently affecting the global economy; Brightcove’s ability to retain existing customers and acquire new ones; Brightcove’s history of losses; expectations regarding the widespread adoption of customer demand for Brightcove’s products; the effects of increased competition and commoditization of services Brightcove offers,

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including data delivery and storage; keeping up with the rapid technological change required to remain competitive in Brightcove’s industry; Brightcove’s ability to manage its growth effectively and successfully recruit additional highly-qualified personnel; Brightcove’s restructuring efforts, including risks that the related costs and charges may be greater than anticipated and that the restructuring efforts may not generate their intended benefits, may adversely affect Brightcove’s internal programs and Brightcove’s ability to recruit and train skilled and motivated personnel, and may be distracting to employees and management; the price volatility of Company Shares; and other risks identified in Brightcove’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and subsequent filings with the SEC, as well as the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement. Additional factors that may impact Brightcove or its business can be found in the various risk factors included in Brightcove’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Brightcove’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections. The Projections may differ from publicized analyst estimates and forecasts. You should evaluate the Projections, if at all, in conjunction with Brightcove’s historical financial statements and other information regarding Brightcove contained in its public filings with the SEC. The Projections may not be consistent with Brightcove’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, Brightcove does not intend to update or otherwise revise the Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Projections are not, and should not be considered to be, a guarantee of future operating results. The Projections should not be regarded as an indication that Brightcove’s management, the Board or any of their respective advisors, or any other person, considered or now considers the Projections to be necessarily predictive of actual future results. Further, the Projections are not fact and should not be relied upon as being necessarily indicative of Brightcove’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Projections are not calculated in accordance with GAAP. Financial measures such as adjusted EBITDA and unlevered free cash flow are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled 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. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board, Lazard, Bending Spoons or Guarantor. Accordingly, no reconciliation of the non-GAAP financial measures included in the Projections is provided in this proxy statement.

The Projections constitute forward-looking statements. By including the Projections in this proxy statement, none of Brightcove, the Board, Lazard or any of Brightcove’s, the Board’s or Lazard’s respective representatives has made or makes any representation to any person regarding Brightcove’s ultimate performance as compared to the information contained in the Projections. The inclusion of the Projections should not be regarded as an indication that the Board, Brightcove, Lazard or any other recipient of the Projections considered, or now

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considers, the Projections to be predictive of Brightcove’s performance or actual future results. For information on factors that may cause Brightcove’s future results to materially vary, see the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.” Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by Brightcove that the information presented is material. The Projections are included in this proxy statement solely to give Company Stockholders access to the information that was made available to the Transaction Committee, the Board, Lazard, Bending Spoons and Guarantor. The Projections are not included in this proxy statement in order to influence any Company Stockholder as to how to vote at the special meeting with respect to the Merger, or whether to seek appraisal rights with respect to their Company Shares.

In light of the foregoing factors and the uncertainties inherent in the Projections, Company Stockholders are cautioned not to place undue reliance, if any, on the Projections.

Interests of the Directors and Executive Officers of Brightcove in the Merger

Certain of Brightcove’s directors and executive officers may have financial interests in the Merger that are different from, or in addition to, the interests of Company Stockholders generally. The Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Company Stockholders approve the Merger Agreement as more fully discussed in “—Recommendation of the Brightcove Board of Directors and Reasons for the Merger.”

Brightcove’s current executive officers and their respective positions are as follows:

Brightcove’s current non-employee directors are as follows:

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Treatment of Equity and Equity-Based Awards

Brightcove’s directors and executive officers who own Company Shares will receive the Merger Consideration on the same terms and conditions as the other holders of Company Shares in the Merger. The following table sets forth the number of Company Shares owned, as of November 20, 2024, by each of Brightcove’s directors and executive officers, which, for this purpose, excludes (1) shares subject to outstanding and unvested Brightcove RSU Awards and (2) shares held by affiliated entities of such persons.

Brightcove Stock Options

Immediately prior to the Effective Time, each Brightcove Stock Option, whether or not vested and exercisable, including those held by Brightcove’s directors and executive officers, will be automatically canceled and converted into the right to receive from Bending Spoons or the Surviving Corporation the Option Consideration. Immediately prior to the Effective Time, each Brightcove Stock Option, whether or not vested and exercisable, that has a per share exercise price that is equal to or greater than the Merger Consideration, including those held by Brightcove’s directors and executive officers, will be automatically canceled without payment of any consideration.

All Brightcove Stock Options held by Brightcove’s directors and executive officers have a per share exercise price that is equal to or greater than the Merger Consideration and, accordingly, will be automatically canceled without payment of any consideration.

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Brightcove RSU Awards

Immediately prior to the Effective Time, each outstanding Brightcove RSU Award, whether or not vested, including those held by Brightcove’s directors and executive officers, will be canceled and extinguished and, in exchange therefor, each former holder of such Brightcove RSU Award will have the right to receive from Bending Spoons or the Surviving Corporation the RSU Consideration. For any Brightcove RSU Award that includes performance-based vesting conditions, the holder will be entitled to RSU Consideration only to the extent the Brightcove RSU Award becomes vested in accordance with its terms at or prior to the Effective Time. The following table sets forth, for each of Brightcove’s directors and executive officers, (1) the aggregate number of Company Shares underlying Brightcove RSU Awards held as of November 20, 2024 and (2) the estimated value that the directors and executive officers will receive in respect of the Brightcove RSU Awards in connection with the Merger.

Brightcove RSU Award Acceleration

In connection with the Merger and in order to mitigate any potential adverse tax consequences to Brightcove, Bending Spoons or Mr. DeBevoise under Sections 280G and 4999 of the Code, effective as of December 20, 2024, the Board approved the accelerated vesting of 291,667 restricted stock units underlying the Brightcove RSU Award granted to Mr. DeBevoise on April 2, 2024 that were originally scheduled to vest on March 1, 2025, provided that the accelerated restricted stock units will be subject to clawback if Mr. DeBevoise resigns his employment or incurs a termination of employment by Brightcove for Cause (as defined in Mr. DeBevoise’s employment agreement with Brightcove) before March 1, 2025.

Transaction and Retention Bonuses

In connection with the Merger, each of the executive officers was awarded (i) a transaction bonus in the amount of $200,000 that will become payable on the Closing, subject to the executive officer’s continued employment with Brightcove or one of its subsidiaries through the Closing, and (ii) a retention bonus in the amount of $150,000 that will become payable on the six-month anniversary of the Closing, subject to the executive officer’s continued employment with Brightcove or one of its subsidiaries through such date. In the event that the executive officer’s employment is terminated by Brightcove or one of its subsidiaries without “Cause” (as defined in the applicable transaction and retention bonus letter agreement) or the executive officer resigns for “Good Reason” (as defined in the applicable transaction and retention bonus letter agreement) prior to the six-month anniversary of the Closing, subject to, among other things, the executive officer’s execution and effectiveness of a separation agreement and a release of claims in favor of Brightcove and its affiliates, the retention bonus will be paid to the executive officer within 60 days of the date of such termination.

Severance Entitlements

Each of Brightcove’s executive officers has entered into an employment agreement with Brightcove (each, an “Employment Agreement”). Each of the Employment Agreements provides for certain payments and benefits

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in connection with a “Change in Control” (as defined in the applicable Employment Agreement). The Merger will qualify as a “Change in Control” under the Employment Agreements.

Marc DeBevoise

Pursuant to the terms of Mr. DeBevoise’s Employment Agreement, if his employment is terminated by Brightcove without “Cause” (as defined in his Employment Agreement), he resigns for “Good Reason” (as defined in his Employment Agreement), or his employment terminates at the end of the term of his Employment Agreement due to Brightcove providing a notice of its intention to not renew Mr. DeBevoise’s Employment Agreement, in each case within 12 months after the occurrence of the first event constituting a Change in Control, Mr. DeBevoise is eligible for the following severance payments and benefits: (i) a lump sum cash payment equal to two times the sum of his then-current base salary (or his base salary in effect immediately prior to the Change in Control, if higher) and his target management-based-on-objectives annual incentive compensation (the “Bonus”) for the then-current year (or his target Bonus in effect immediately prior to the Change in Control, if higher); (ii) a pro-rata portion of the Bonus Mr. DeBevoise would otherwise be entitled to receive based on company and individual performance for the calendar year in which the date of termination occurs; (iii) accelerated vesting of all equity awards held by Mr. DeBevoise subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria has been met and that remain subject solely to time-based vesting); and (iv) subject to Mr. DeBevoise’s proper election to continue COBRA health coverage, payment of the monthly health care premium until the earliest of (A) 12 months following termination, (B) Mr. DeBevoise’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. DeBevoise’s COBRA health continuation period.

John Wagner

Pursuant to the terms of Mr. Wagner’s Employment Agreement, if his employment is terminated by Brightcove without “Cause” (as defined in his Employment Agreement) or he resigns for “Good Reason” (as defined in his Employment Agreement), in each case within 12 months after the occurrence of the first event constituting a Change in Control, Mr. Wagner is eligible for the following severance payments and benefits: (i) a lump sum cash payment equal to the sum of his then-current base salary (or his base salary in effect immediately prior to the Change in Control, if higher) and his target Bonus for the then-current year (or his target bonus in effect immediately prior to the Change in Control, if higher); (ii) a pro-rata portion of the Bonus Mr. Wagner would otherwise be entitled to receive based on company and individual performance for the calendar year in which the date of termination occurs; (iii) accelerated vesting of all equity awards held by Mr. Wagner subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria has been met and that remain subject solely to time-based vesting); and (iv) subject to Mr. Wagner’s proper election to continue COBRA health coverage, payment of the monthly health care premium until the earliest of (A) 12 months following termination, (B) Mr. Wagner’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Wagner’s COBRA health continuation period.

David Plotkin

Pursuant to the terms of Mr. Plotkin’s Employment Agreement, upon a Change in Control, all equity awards held by him that are subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria has been met and that remain subject solely to time-based vesting) will accelerate and vest. If Mr. Plotkin’s employment is terminated by Brightcove without Cause (as defined in his Employment Agreement) or Mr. Plotkin resigns for Good Reason (as defined in his Employment Agreement), in each case within 12 months after a Change in Control, he is eligible for the following severance payments and benefits: (i) a lump sum payment equal to one times the sum of his then-current base salary and his target Bonus; and (ii) subject to Mr. Plotkin’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, a lump sum payment equal to 12 months of monthly employer contributions that Brightcove would have made to provide health insurance to Mr. Plotkin if Mr. Plotkin had

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remained employed by Brightcove. The severance benefits under the Employment Agreements are contingent upon the executive officer executing an effective general release of claims in favor of Brightcove. The Employment Agreements also provide that payments and benefits payable to each executive officer will be reduced so that no portion of such payments and benefits are subject to the excise tax under Section 4999 of the Code, unless the executive officer would be better off on an after-tax basis receiving all such payments and benefits. The estimated value of the severance payments and benefits for each of Brightcove’s executive officers is set forth below in the table entitled “—Quantification of Potential Payments and Benefits to Brightcove’s Named Executive Officers in Connection with the Merger.”

New Bending Spoons Arrangements

Certain of Brightcove’s executive officers may continue to provide employment or other services to Bending Spoons after the Effective Time and may enter into new agreements, arrangements or understandings with Bending Spoons to set forth the terms and compensation of such service. As of the date of this proxy statement, no such agreements, arrangements or understandings with Bending Spoons exist.

Indemnification

Each of Brightcove’s executive officers and directors is entitled to the indemnification and insurance benefits in favor of Brightcove’s directors and executive officers, as described in more detail in “The Merger Agreement—Indemnification and Insurance.”

Quantification of Potential Payments and Benefits to Brightcove’s Named Executive Officers in Connection with the Merger

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation that is based on or otherwise related to the Merger for each of Brightcove’s named executive officers. Although Robert Noreck, Brightcove’s former Chief Financial Officer, is a named executive officer for purposes of this disclosure, Mr. Noreck’s service relationship with Brightcove ended on September 30, 2024 and he does not hold any unvested Brightcove equity awards and does not have any interests in the Merger except insofar as he may hold vested Brightcove Stock Options or Company Shares. Accordingly, Mr. Noreck has been omitted from the table below.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table. For purposes of calculating such amounts, the following assumptions were used:

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Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Bending Spoons. We anticipate that the total amount of funds necessary to consummate the Merger and the related Transactions, not including fees and expenses, will be approximately $233 million, including the estimated funds needed to (1) pay our stockholders the consideration due to them under the Merger Agreement and (2) make payments in respect of outstanding equity awards of Brightcove in accordance with their terms and pursuant to the Merger Agreement.

We understand that Bending Spoons expects to fund amounts needed for the acquisition of Brightcove under the Merger Agreement through the use of cash on hand and/or funds available under existing or new credit facilities. Bending Spoons has represented in the Merger Agreement that it has available to it, and will have at the Closing, the funds necessary to (i) consummate the Transactions and to make all payments contemplated by the Merger Agreement, (ii) pay any and all fees and expenses required to be paid at the Closing by Bending Spoons and Merger Sub in connection with the Merger, and (iii) satisfy all of the other payment obligations of Parent and Merger Sub contemplated hereunder.

Closing and Effective Time of the Merger

The Closing will take place remotely by electronic exchange of executed agreements and documents and other deliverables no later than the third business day after the date the conditions set forth in the Merger

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Agreement (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of those conditions at the Closing) have been satisfied or, to the extent permitted, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time, or on such other date as Bending Spoons and Brightcove may mutually agree in writing.

As soon as practicable on the Closing Date, the parties will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware the certificate of merger in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to consummate the Merger. The Merger will become effective at such time as the certificate of merger is duly filed with such Secretary of State, or at such later time as Bending Spoons and Brightcove agree and specify in the certificate of merger.

Appraisal Rights

If the Merger is consummated, holders of record and beneficial owners of Company Shares who do not vote in favor of the Merger (whether by voting against the Merger, abstaining or otherwise not voting with respect to the Merger), who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Company Shares through the effective date of the Merger, who otherwise comply with the statutory requirements of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the Merger under Section 262. All references in Section 262 and in this summary (i) to a “stockholder” or a “holder of shares” are to a record holder of shares of Company Shares, (ii) to a “beneficial owner” are to a person who is the beneficial owner of shares of Company Shares held either in voting trust or by a nominee on behalf of such person, and (iii) to a “person” are to any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Brightcove’s stockholders or beneficial owners exercise their appraisal rights under Section 262. Holders of record and beneficial owners of shares of Company Shares should carefully review the full text of Section 262 as well as the information discussed below. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262, if the Merger is completed, holders of record or beneficial owners of shares of Company Shares who (1) properly submit a written demand for appraisal of such holder’s or owner’s shares of Company Shares to Brightcove prior to the vote on the Merger at the Special Meeting, (2) do not vote in favor of the Merger (whether by voting against the Merger, abstaining or otherwise not voting with respect to the Merger), (3) continuously hold (in the case of a holder of record) or own (in the case of a beneficial owner) such shares through the effective date of the Merger, (4) do not withdraw their demands or otherwise lose their rights to appraisal, and (5) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, may be entitled to have their shares of Company Shares appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Company Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment. If you are a beneficial owner of shares of Company Shares and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand must also (1) reasonably identify the holder of record of the shares for which that demand is made, (2) be accompanied by

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documentary evidence of your beneficial ownership of such shares of Company Shares and include a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares of Company Shares entitled to appraisal exceeds one percent of the outstanding shares of the class of Company Shares eligible for appraisal, or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million. Brightcove refers to these conditions herein as the “ownership thresholds.” Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, if the proposed merger for which appraisal rights are provided is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available pursuant to Section 262 that appraisal rights are available and must include in the notice either a copy of Section 262 or information directing Brightcove’s stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Brightcove’s notice to Brightcove’s stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any holder of record or beneficial owner of Company Shares who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or owner’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder or beneficial owner who loses such holder’s or owner’s appraisal rights will be entitled to receive the per share price described in the Merger Agreement without interest and subject to any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company Shares, Brightcove believes that if a stockholder or a beneficial owner is considering exercising such rights, that stockholder or beneficial owner should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Company Shares must do ALL of the following:

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Additionally, the demanding stockholder or beneficial owner or another stockholder or beneficial owner who has properly demanded appraisal or the Surviving Corporation must file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such persons within 120 days after the effective date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so. Accordingly, it is the obligation of Company Stockholders or beneficial owners to take all necessary action to perfect their appraisal rights in respect of Company Shares within the time prescribed in Section 262.

After an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Written Demand

A stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Brightcove, before the vote on the Merger at the Special Meeting, a written demand for the appraisal of such holder’s or beneficial owner’s shares of Company Shares. In addition, that stockholder or beneficial owner must not vote or submit a proxy in favor of the Merger. A vote in favor of the Merger, virtually at the Special Meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal with respect to such stockholder’s shares. A stockholder exercising appraisal rights must hold of record the shares of Company Shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Merger. A beneficial owner exercising appraisal rights must own the shares of Company Shares on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the Merger. For a stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger or abstain from voting on the Merger. Neither voting against the Merger nor abstaining from voting or failing to vote on the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger at the Special Meeting will constitute a waiver of appraisal rights.

A holder of record of shares of Company Shares is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Company Shares by a holder of record must reasonably inform Brightcove of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

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A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of Company Shares. A demand for appraisal in respect of such shares of Company Shares should be executed by or on behalf of the beneficial owner and must reasonably inform Brightcove of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (1) reasonably identify the holder of record of the shares of Company Shares for which the demand is made, (2) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). If the shares with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity, and if the shares are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two (2) or more joint stockholders or beneficial owners, as applicable, may execute a demand for appraisal on behalf of a stockholder or beneficial owner, as applicable; however, the agent must identify the stockholder or stockholders or beneficial owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the stockholder or stockholders or beneficial owner or owners, as applicable. A stockholder, such as a broker, bank or other nominee, who holds shares as a nominee for others, may exercise his, her or its right of appraisal with respect to shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the stockholder.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Brightcove Inc.

281 Summer Street

Boston, MA 02210

Attention: Corporate Secretary

If a person who has made a demand for an appraisal in accordance with Section 262 shall deliver to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares of Company Shares in accordance with subsection (e) of Section 262, either within sixty (60) days after the effective time of the Merger or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery shall not be dismissed as to any person without the approval of the court, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the court made under subsection (j) of Section 262; provided, however that any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered upon the Merger within sixty (60) days after the effective time of the Merger.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the effective date of the Merger, the Surviving Corporation will notify each record holder of shares of Company Shares who has properly made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Merger, and any beneficial owner who has properly demanded appraisal in accordance with Section 262, that the Merger has become effective and the effective date thereof.

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Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any person who has complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the value of the shares held by all persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Brightcove’s stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company Shares. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Company Shares within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger and with respect to which Brightcove has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting person within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a person and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the Surviving Corporation and all of the persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of any such notices will be borne by the Surviving Corporation.

At the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery will dismiss appraisal proceedings as to all of the persons who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, and that at least one of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Company Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time

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to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest accrued before such voluntary cash payment, unless paid at that time. In Weinberger v. UOP, Inc., Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the fair value of the shares of Company Shares is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although Brightcove believes that the per share price is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and holders of record and beneficial owners of Company Shares should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share price. Neither Brightcove nor Parent anticipates offering more than the per share price to any stockholder or beneficial owner exercising appraisal rights, and each of Brightcove and Parent reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the fair value of a share of Company Shares is less than the per share price. If a petition for appraisal is not timely filed, neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or other requirements imposed by Section 262 to seek and perfect appraisal are not satisfied, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation,

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reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of judgment under such subsection (a “Reservation”). In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Company Shares under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Company Shares will be deemed to have been converted at the Effective Time into the right to receive the per share price as provided in the Merger Agreement. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or if the person delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal in accordance with Section 262.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares of Company Shares for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, or if such person delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares within 60 days after the effective date of the Merger, then the right of such person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a Reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a person’s statutory appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the Merger Agreement, without interest and subject to any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of Company Shares whose Company Shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their Company Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate, gift or alternative minimum tax). In addition, this summary does not address (i) the potential application of the Medicare net investment income surtax, (ii) any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection

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therewith), (iii) the rules regarding qualified small business stock within the meaning of Section 1202 or 1045 of the Code, or (iv) the U.S. federal income tax consequences to holders of Company Shares that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder, or both, as the context may require.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances, including, but not limited to:

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Company Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding Company Shares and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

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U.S. Holders

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of Company Shares who or that is, or is treated as, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Company Shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Company Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Company Shares is more than one year at the time of the consummation of the Merger. If a U.S. Holder acquired different blocks of Company Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Shares. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses.

Payments made to a U.S. Holder in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption must complete and return to the exchange agent a properly executed IRS Form W-9 certifying under penalties of perjury that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided on such IRS Form W-9 is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from payments to a U.S. Holder under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of Company Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

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Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

With respect to the third bullet point above, Brightcove believes it is not a USRPHC. Because the determination of whether Brightcove is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no assurance Brightcove is not a USRPHC. Even if Brightcove is a USRPHC, gain arising from the sale or other taxable disposition of Company Shares by a Non-U.S. Holder will not be subject to U.S. federal income tax if Company Shares is “regularly traded” on an “established securities market,” as both terms are defined by applicable Treasury Regulations and such Non-U.S. Holder owned, actually and constructively, 5% or less of Company Shares throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid information reporting and backup withholding by providing the exchange agent with the applicable and properly completed and executed IRS Form W-8 certifying that the Non-U.S. Holder is not a United States person or by otherwise establishing an exemption to information reporting and backup withholding requirements. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Regulatory Approvals Required for the Merger

General Efforts

Subject to the terms and conditions of the Merger Agreement, Brightcove, Bending Spoons and Guarantor agree to use their respective reasonable best efforts to (i) obtain all necessary actions or non-actions, clearances,

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authorizations, waivers, consents, approvals, and waiting period expirations or terminations from governmental authorities and make all necessary registrations and filings (including filings with governmental authorities, if any) and take all steps as may be necessary to obtain an approval, clearance, authorization, consent or waiver from, or to avoid a proceeding by, any governmental authorities in connection with the consummation of the Merger and the other Transactions, (ii) deliver required notices to, and obtain required consents or waivers from, third parties (provided that Brightcove is not obligated to make any payment or commercial concession to any third party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is requested by Bending Spoons and is conditioned and effective only upon the Closing), and (iii) execute and deliver any additional instruments necessary to consummate the Merger and to fully carry out the purposes of the Merger Agreement.

HSR Act; Competition Laws

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Brightcove and Bending Spoons each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Brightcove and Bending Spoons filed their respective HSR Act notifications on December 9, 2024. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern Time, on January 8, 2025. The DOJ or the FTC may extend the 30 day waiting period by issuing a Request for Additional Information and documentary materials (a “Second Request”). If either agency issues a Second Request, the waiting period will be extended until 30 days after the parties substantially comply with the request.

Brightcove, Bending Spoons and Guarantor (and their respective affiliates, if applicable) have each agreed to as promptly as reasonably practicable provide information as may reasonably be requested by the DOJ or FTC under the HSR Act or by any other governmental authority under applicable antitrust laws in connection with the Merger and the other Transactions, including any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period.

In addition, under the Merger Agreement, consummation of the Merger also is subject to receipt of certain additional consents under the UK NSI. Bending Spoons and Brightcove filed the applicable notifications and reports required under the UK NSI on December 9, 2024.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC or foreign governmental authorities could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under its applicable antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under applicable antitrust laws under certain circumstances.

Delisting and Deregistration of Company Shares

If the Merger is consummated, following the Effective Time, the Company Shares will cease trading on Nasdaq and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A attached hereto. The Merger Agreement has been included to provide Company Stockholders with information regarding its terms. It is not intended to provide any other factual information about Brightcove, Parent, Merger Sub, Guarantor or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to Brightcove’s stockholders. Brightcove’s stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in Brightcove’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Brightcove and its business. See the section of this proxy statement captioned “Where You Can Find More Information.”

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Brightcove in accordance with the DGCL, whereupon the separate existence of Merger Sub will cease, and Brightcove will continue as the Surviving Corporation in the Merger. At the Effective Time, as a result of the Merger, the Surviving Corporation will become a wholly-owned subsidiary of Parent, and the Company Shares will no longer be publicly traded. In addition, after the Effective Time, the Company Shares will be delisted from Nasdaq and will be deregistered under the Exchange Act. 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 other time as Brightcove, Parent and Merger Sub may agree and specify in the certificate of merger).

Closing and Effective Time

The Closing will take place as soon as practicable (and, in any event, within three business days, following the satisfaction or waiver of all conditions to the Closing (as described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”)) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless the Merger Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties to the Merger Agreement. On the Closing Date, the parties will execute and deliver a certificate of merger with the Secretary of State for the State of Delaware for filing as provided under the DGCL. The Merger will become effective upon the filing and acceptance for record of the certificate of merger, or at such other time as may be agreed by the parties in writing and specified in the certificate of merger.

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Directors and Officers; Certificate of Incorporation; Bylaws

From and after the Effective Time, all rights, privileges, immunities, powers and franchises of Brightcove and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of Brightcove and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Under the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time, and the officers of Brightcove immediately prior to the Effective Time will be the officers of the Surviving Corporation from and after the Effective Time, each to hold office until the earlier of their death, resignation, removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law. At the Effective Time, the certificate of incorporation of Brightcove will be amended and restated to read in its entirety as set forth in Exhibit A to the Merger Agreement, and the by-laws of Brightcove will be amended and restated to read in their entirety as set forth in Exhibit B to the Merger Agreement, and each will govern the Surviving Corporation until, subject to the indemnification requirements provided by the Merger Agreement, amended in accordance with applicable law.

Merger Consideration

Company Shares

At the Effective Time, other than the Excluded Shares, each Company Share issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive the Merger Consideration. As of the Effective Time, all such Company Shares will no longer be issued and outstanding and will automatically be canceled and will cease to exist, and each holder of such Company Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement.

At the Effective Time, each Company Share held in the treasury of Brightcove and any Company Shares owned by Guarantor, Parent or Merger Sub immediately prior to the Effective Time will automatically be canceled and cease to exist and no consideration will be delivered in exchange therefor.

At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Treatment of Equity Awards

Treatment of Brightcove Stock Options

Each outstanding In-the-Money Brightcove Stock Option will be automatically canceled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, equal to the product obtained by multiplying (a) the excess, if any, of the Merger Consideration over the per share exercise price of such Brightcove Stock Option, by (b) the aggregate number of Company Shares underlying such Brightcove Stock Option immediately prior to the Effective Time. The payments described in this paragraph will be made by the Surviving Corporation as promptly as practicable, and in any event, no later than the first regular payroll date that is at least five business days following the Effective Time.

Treatment of Brightcove RSU Awards

Each outstanding Brightcove RSU Award, whether or not vested, will be canceled, extinguished and converted into the right to receive RSU Consideration. For any Brightcove RSU Award that includes

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performance-based vesting conditions, the holder will be entitled to RSU Consideration only to the extent the Brightcove RSU Award becomes vested in accordance with its terms at or prior to the Effective Time. From and after the Effective Time, the holder of any canceled Brightcove RSU Award will be entitled to receive only the RSU Consideration in respect of such canceled Brightcove RSU Award. The payments described in this paragraph will be made by the Surviving Corporation as promptly as practicable, and in any event, no later than the first regular payroll date that is at least five business days following the Effective Time.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Brightcove to act as the payment agent (the “Payment Agent”). Prior to or concurrently with the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent the aggregate per share Merger Consideration for each Company Share outstanding as of immediately prior to the Effective Time.

Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), Parent will send (or cause the Payment Agent to send) to each record holder of Company Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration a letter of transmittal and instructions in forms reasonably satisfactory to Brightcove (which will specify that delivery will be effected, and risk of loss and title will pass, only upon delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates) to the Exchange Agent).

Each Company Stockholder that has converted into the right to receive the Merger Consideration will be entitled to receive the Merger Consideration in respect of the Company Shares represented by a Certificate, as promptly as reasonably practicable, upon (1) surrender to the Payment Agent of a Certificate, together with a completed and executed letter of transmittal, or (2) receipt of an “agent’s message” by the Payment Agent (or such other evidence of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Company Shares and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent.

Any cash deposited with the Exchange Agent not claimed by the Company Stockholders 12 months after the Effective Time, will be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged Company Shares for the Merger Consideration in accordance with the exchange procedures in the Merger Agreement prior to that time will thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Representations and Warranties

The Merger Agreement contains representations and warranties of Brightcove and Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Brightcove are qualified as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, event, occurrence, effect, condition or development (each, an “Effect”) that (x) has had or reasonably would be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of the operations of Brightcove and its subsidiaries, or (y) prevents or materially delays Brightcove from consummating the Merger; provided, however, that, none of the following (alone or in combinations) will constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

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Except that, with respect to bullets 3, 4, 5, 6 and 9 above, such effect may be taken into account in determining whether or not there has been a Company Material Adverse Effect to the extent that such Effect has a materially disproportionate adverse effect on Brightcove and its subsidiaries, taken as a whole, compared to other participants in the industry in which Brightcove and its subsidiaries operate, in which case only the

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incremental materially disproportionate impact or impacts may be taken into account in determining whether or not there has been a Company Material Adverse Effect.

In the Merger Agreement, Brightcove made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things: