MINDBODY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 12, 2018 0.375% Convertible Senior Notes due 2023Indenture • June 12th, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of June 12, 2018 between MINDBODY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
4,400,000 Shares MINDBODY, INC. Class A Common Stock, $0.000004 Par Value Per Share UNDERWRITING AGREEMENT May 24, 2017Underwriting Agreement • May 25th, 2017 • MINDBODY, Inc. • Services-computer processing & data preparation • New York
ContractWarrant Agreement • May 11th, 2015 • MINDBODY, Inc. • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
MINDBODY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2015 • MINDBODY, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , by and between MINDBODY, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MINDBODY, INC. San Luis Obispo, CA 93401Executive Employment Agreement • March 1st, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • California
Your employment with MINDBODY, Inc., a Delaware corporation (the “Company”), shall be governed by the following terms and conditions (this “Agreement”):
AGREEMENT AND PLAN OF MERGER by and among MINDBODY, INC., a Delaware corporation, HARLEY MERGER SUB, INC., a Delaware corporation, BOOKER SOFTWARE, INC., a Delaware corporation, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Representative Dated as...Merger Agreement • March 12th, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2018 (the “Agreement Date”) by and among MINDBODY, Inc., a Delaware corporation (“Parent”), Harley Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Booker Software, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, as Representative (the “Representative”).
AGREEMENT AND PLAN OF MERGER by and among TORREYS PARENT, LLC TORREYS MERGER SUB, INC. and MINDBODY, INC. Dated as of December 23, 2018Merger Agreement • December 26th, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 23, 2018, by and among Torreys Parent, LLC, a Delaware limited liability company (“Parent”), Torreys Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and MINDBODY, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
MINDBODY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 11th, 2015 • MINDBODY, Inc. • Services-computer processing & data preparation • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 10, 2014, by and among Mindbody, Inc., a California corporation (the “Company”), the holders of outstanding Common Stock of the Company listed on Schedule 1 hereto (the “Founders”), the holders of outstanding Series A Preferred Stock and Series B Preferred Stock of the Company listed on Schedule 2 hereto (the “Series A and B Holders”), the holders of outstanding Series C Preferred Stock of the Company listed on Schedule 3 hereto (the “Series C Holders”), the holders of outstanding Series D Preferred Stock of the Company listed on Schedule 4 hereto (the “Series D Holders”), the holders of Series E Preferred Stock of the Company listed on Schedule 5 hereto (the “Series E Holders”), the holders of Series F Preferred Stock of the Company listed on Schedule 6 hereto (the “Series F Holders”) and the purchasers of Series G Preferred Stock of the Company listed on Schedule 7 hereto
Re: FOUNDERS EMPLOYMENT AGREEMENTFounders Employment Agreement • June 8th, 2015 • MINDBODY, Inc. • Services-computer processing & data preparation • California
Your employment with MINDBODY, Inc., a Delaware corporation (the “Company”), shall be governed by the following terms and conditions (this “Agreement”):
SLO TECH CAMPUS TRIPLE NET LEASE SLO TECH CAMPUS, LLC LANDLORD MINDBODY, INC. TENANTTriple Net Lease • May 11th, 2015 • MINDBODY, Inc. • Services-computer processing & data preparation • California
TANK FARM OFFICE PARK, LLC - MINDBODY, INC. AND EXISTING LEASES MODIFICATIONTenant Improvement Agreement and Existing Leases Modification • March 1st, 2017 • MINDBODY, Inc. • Services-computer processing & data preparation
Tank Farm Office Park, LLC (Landlord or TFOP), with a notice address of 684 Higuera Street, Suite B, San Luis Obispo, CA 93401, and MindBody, Inc. (MB or Tenant), with a notice address of 4051 Broad St., Suite 220, San Luis Obispo, CA 93401, agree to the following Lease Improvement and Existing Leases Modification Agreement (Modification Agreement) relating to their interests as Landlord and Tenant in multiple premises which comprise a part of the MB campus Because Tenant has been using the full interior of Building 100, and such use is continuing, this Modification Agreement shall be effective as of August 1, 2016, regardless of when executed (Effective Date). Capitalized terms used herein, but not otherwise defined, shall have the meaning given in the 2012 Modification Agreement referenced in the recitals at paragraph H. Landlord and Tenant may be referred to herein as a Party or as the Parties.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 8th, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • California
This Separation Agreement and General Release (“Agreement”) is made by and between Kunal Mittal (“Executive”) and MINDBODY, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2016 • MINDBODY, Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 29th day of January, 2016, by and between Silicon Valley Bank (“Bank”) and MINDBODY, INC., a Delaware corporation (“Borrower”) whose address is 4051 Broad Street, Suite 220, San Luis Obispo, CA 93401.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 11th, 2016 • MINDBODY, Inc. • Services-computer processing & data preparation
This Separation Agreement and Release (“Agreement”) is made by and between Robert Murphy (“Executive”) and MINDBODY, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
FIRST AMENDMENT TO FOUNDERS EMPLOYMENT AGREEMENTFounders Employment Agreement • July 27th, 2016 • MINDBODY, Inc. • Services-computer processing & data preparation • California
THIS FIRST AMENDMENT TO FOUNDERS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 22, 2016, by and between MINDBODY, Inc., a Delaware corporation, (the “Company”), and Robert Murphy (“Executive”). Pursuant to Section 14(d) of the original founders employment agreement having an effective date of May 22, 2015 (the “Employment Agreement”), the Company and Executive agree to the amended terms and conditions set forth below.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 1st, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation • California
This Separation Agreement and General Release (“Agreement”) is made by and between Bradford L. Wills (“Executive”) and MINDBODY, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2018 • MINDBODY, Inc. • Services-computer processing & data preparation
THIS CONSENT AND FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 2, 2018, by and among SILICON VALLEY BANK, a California corporation (“Bank”), MINDBODY, INC., a Delaware corporation (“Existing Borrower”), and BOOKER SOFTWARE, INC., a Delaware corporation (“New Borrower”, and together with Existing Borrower, each a “Borrower” and, collectively, “Borrower”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 10th, 2016 • MINDBODY, Inc. • Services-computer processing & data preparation • California
This AMENDMENT NO. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into effective as of July 29, 2016 (the “Amendment Effective Date”), by and between MINDBODY, Inc., a Delaware corporation (the “Company”), and Kunal Mittal (“Executive”). All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement.
