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Vista Mindbody Merger Agreement

The final agreement for the transaction provides for a 30-day Go-Shop period that will allow Mindbody`s Board of Directors and financial advisors to initiate, promote, encourage and eventually enter into negotiations with other parties who submit further acquisition proposals. Mindbody has the right to terminate the merger agreement in order to make a higher proposal in accordance with the terms of the merger agreement. It is not possible to guarantee that this 30-day "Go-Shop" will lead to a superior proposal and Mindbody does not intend to reveal developments regarding the application process unless the Board of Directors makes a decision requiring further disclosure. MINDBODY shareholders may obtain a copy of the proxy statement and other filings containing information about MINDBODY and the proposed transaction free of charge on the SEC`s website (www.sec.gov). copies of the proxy statement, if available and the SEC submissions included therein by reference may also be obtained free of charge by referring to MINDBODY`s Investor Relations (888) 782-7155, by email at IR@mindbodyonline.com or by visiting MINDBODY`s investor relations page on its website under investors.mindbodyonline.com and clicking on the "Financials & Filings" link, to access MINDBODY`s SEC Filings. The court also ruled that the shareholders` vote on the merger had not been fully informed to avail itself of Corwin`s Business Judgement Rule. In this context, the Court found that Stollmeyer`s conflicts of interest with Vista and its efforts to reverse the sale process in favour of Vista had not been disclosed in the merger power, nor had the company`s Q4 results, which may have misled the agent`s description of the company`s underperformance as a 68% premium on the current trading price of the shares of the company. Investor Relations: Nicole Gunderson IR@mindbodyonline.com 888-782-7155 In 2016, Vista announced agreements to acquire Marketo, a marketing automation software company,[54] and Ping Identity, a unique digital security company. [55] The company invested in Granicus[56] and Vivid Seats in the same year. [57] In 2017, Vista acquired several software companies, including NAVEX Global. [58] This year, the company also invested in Upserve, a provider of recovery software (WSJ, 2017) and Market Track.

[59] About MINDBODY MINDBODY, Inc. (NASDAQ: MB) is the leading technology platform for fitness, beauty and wellness services. Local entrepreneurs around the world use MINDBODY`s integrated software and payment platform to operate, market and grow their businesses. Consumers use MINDBODY to more easily find, engage and do business with them in their local communities. For more information on how MINDBODY helps people lead healthier, happier lives by associating the world with fitness, beauty, and wellness, check out mindbodyonline.com...

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