如果新投资者提出要求，
愿意考虑在过渡的基础上继续留在EngageSmart），前提是Bennett先生不会放弃其现有的任何合同权利
（包括离职和加速股权归属的权利），与无正当理由或有充分理由从EngageSmart离职有关，世达和Evercore的代表向特别委员会证实，Vista已经理解
Bennett先生’的个人目标。经讨论后，特别委员会决定，只要Evercore有一名代表出席，就应允许举行这次晚餐会。
2023年10月16日，丙方代表联系高盛代表，要求在2023年10月23日这一周与
Bennett先生、Hudson女士和SMB Solutions高级管理人员举行尽职调查会议和晚餐会议。E方从未要求晚餐会议。
On October 17, 2023, the Special Committee held a meeting, also attended by Mr. Semel and representatives of Evercore and Skadden. Representatives
of Evercore updated the Special Committee on interactions with prospective investors interested in a potential transaction involving EngageSmart, including that Vista continued to progress its due diligence at the accelerated pace proposed in the
October 9 Vista Proposal, that Party C had requested a dinner meeting with senior management for the week of October 23, 2023 (to be attended by a representative of Evercore) but was moving significantly more slowly than Vista, and that
Party E appeared to be less engaged than Party C. Additionally, representatives of Evercore discussed with members of the Special Committee the considerations around setting a final bid deadline in the range of November 9, 2023 to
November 14, 2023, including the risks that if an earlier deadline were set, Party C or Party E might not have sufficient time to complete their review and would disengage. Representatives of Skadden discussed with the members of the Special
Committee key aspects of a draft merger agreement under discussion between Skadden and Paul Weiss, including that a structure with a pre-closing dividend would have adverse consequences for certain
stockholders unaffiliated with General Atlantic, the fact that General Atlantic had not yet determined whether it desired to retain its current approximately 54% ownership of the post-closing company or reduce its ownership to 51% and the existence
of provisions related to the Special Committee’s ability to solicit other proposals, to change its recommendation or to terminate the merger agreement in respect of a superior proposal upon payment of a termination fee. Representatives of
Skadden also discussed with the Special Committee the potential treatment of outstanding management equity awards under the merger agreement. Following discussion of the potential benefits to the unaffiliated stockholders of encouraging employee
retention through the closing of a transaction, the Special Committee determined that the draft merger agreement to be presented to investors should provide for full acceleration and cash-out of unvested
equity awards. (The draft merger agreement discussed with the Special Committee at this meeting was never finalized and was not shown to any of the potential new sponsors because, as described below, Vista submitted its own proposed form of merger
agreement along with its revised bid on October 20, 2023, which contemplated an acquisition of control of EngageSmart.)
同样在2023年10月17日，
Stamas先生与E方代表共进午餐，该午餐是在重新启动探索涉及EngageSmart的潜在战略交易的过程之前安排的，他们在午餐中简要讨论了EngageSmart。
2023年10月18日，Vista的代表在马萨诸塞州波士顿会见了Bennett先生、Hudson女士、Canzano先生以及Evercore和Goldman
Sachs的代表共进晚餐。没有讨论交易条款或交易结束后的管理层薪酬或角色。
2023年10月19日，高盛的一名代表与Vista的一名代表进行了通话，双方在通话中讨论了Vista的尽职调查过程，包括前一天晚上的波士顿晚宴。’
同样在2023年10月19日，应Vista的要求，Vista的代表与General Atlantic的代表举行了两次电话会议，讨论涉及EngageSmart的潜在交易的债务融资问题。在其中一次电话会议上，Evercore和高盛的代表也出席了会议，双方还讨论了Vista和General Atlantic之间可能的关闭后治理条款以及各种运营主题。
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