X0306 4 2019-02-15 1 0001458962 MINDBODY, Inc. MB 0001219883 SMITH GRAHAM 4051 BROAD STREET SUITE 220 SAN LUIS OBISPO CA 93401 1 0 0 0 Class A Common Stock 2019-02-15 4 D 0 34596 36.50 D 0 D Employee Stock Option (Right to Buy) 14.476 2019-02-15 4 D 0 70000 D 2025-02-05 Class B Common Stock 70000 0 D Includes 4,609 unvested restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated December 23, 2018, by and among MINDBODY, Inc., a Delaware corporation (the "Issuer"), Torreys Parent, LLC ("Parent"), and Torreys Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), on February 15, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), pursuant to the terms of the Issuer's 2015 Equity Incentive Plan, each of the unvested RSUs accelerated with respect to vesting, and pursuant to the terms of the Merger Agreement, was cancelled and replaced with the right to receive $36.50 in cash, without interest, subject to any required withholding of taxes. In connection with the Merger, these shares were cancelled and converted into the right to receive $36.50 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement. 1/4 of the shares subject to the option vested on January 19, 2016, and 1/48 of the shares vest monthly thereafter. Each share of Class B Common Stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. At the Effective Time, each of these vested options was cancelled and automatically converted into the right to receive a cash payment equal to the product of (i) the aggregate number of shares subject to such option, multiplied by (ii) $36.50 less the applicable per share exercise price under such option, subject to any applicable withholding taxes. /s/ Brett T. White, Attorney-in-Fact 2019-02-20