This communication is not a substitute for the proxy statement or for any other document that MINDBODY may file with the SEC and send to its stockholders in connection with the proposed
transaction. The proposed transaction will be submitted to MINDBODYs stockholders for their consideration. Before making any voting decision, stockholders of MINDBODY are urged to read the proxy statement regarding the transaction when it
becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.
Stockholders of MINDBODY will be able to obtain a free copy of the proxy statement, as well as other filings containing information about MINDBODY and the
proposed transaction, without charge, at the SECs website (http://www.sec.gov). Copies of the proxy statement, when available, and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by
contacting MINDBODYs Investor Relations at (888)
782-7155,
by email at IR@mindbodyonline.com, or by going to MINDBODYs Investor Relations page on its website at investors.mindbodyonline.com and
clicking on the link titled Financials & Filings to access MINDBODYs SEC Filings.
Participants in the
Solicitation
MINDBODY and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies
in respect of the proposed Merger. Information regarding the interests of MINDBODYs directors and executive officers will be included in its definitive proxy statement to be filed with the SEC in connection with the proposed Merger, and
certain of its Current Reports on Form
8-K.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraph.
Notice Regarding Forward-Looking Statements
This
communication, and any documents to which MINDBODY refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements represent MINDBODYs current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits
and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of MINDBODY for future operations and other information relating to the proposed transaction. Without
limiting the foregoing, the words believes, anticipates, plans, expects, intends, forecasts, should, estimates, contemplate,
future, goal, potential, predict, project, projection, target, seek, may, will, could, should,
would, assuming, and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions
that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include (i) the risk that the proposed transaction may not be completed
in a timely manner or at all, which may adversely affect MINDBODYs business and the price of the common stock of MINDBODY, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the
adoption of the merger agreement by