Standard Contracts
Castlight Health, Inc. Class B Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 3rd, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • New York
Castlight Health, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class B Common Stock, par value $0.0001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2020 • Castlight Health, Inc. • Services-computer processing & data preparation
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
This Indemnity Agreement, dated as of , 2014 is made by and between Castlight Health, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among VERA WHOLE HEALTH, INC., CARBON MERGER SUB, INC., and CASTLIGHT HEALTH, INC. Dated as of January 4, 2022Merger Agreement • January 5th, 2022 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 4, 2022 (the “Agreement Date”), by and among Vera Whole Health, Inc., a Delaware corporation (“Parent”), Carbon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Parties”), and Castlight Health, 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.
OFFICE LEASEOffice Lease • August 5th, 2015 • Castlight Health, Inc. • Services-computer processing & data preparation • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between 150 Spear Street, LLC, a Delaware limited liability company ("Landlord"), and CASTLIGHT HEALTH, INC., a Delaware corporation ("Tenant").
MASTER SERVICES AGREEMENTMaster Services Agreement • March 3rd, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
This Master Services Agreement (“MSA”) is effective as of November 28, 2012 (“Effective Date”), by and between Castlight Health, Inc., a Delaware corporation located at 685 Market Street, Suite 300, San Francisco, CA 94105 (“Castlight”) and the Administrative Committee of the Wal-Mart Stores, Inc., Associates’ Health and Welfare Plan (“Plan”), located at 508 SW 8th Street, Bentonville, AR 72716-3500 (“Customer”).
SECURITIES PURCHASE AGREEMENT dated as of May 16, 2016 between CASTLIGHT HEALTH, INC., and SAP TECHNOLOGIES, INC.Securities Purchase Agreement • May 18th, 2016 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
CASTLIGHT HEALTH, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • July 11th, 2016 • Castlight Health, Inc. • Services-computer processing & data preparation • California
This Executive Severance Agreement (the “Agreement”) is made and entered into by and between [___________] (the “Executive”) and Castlight Health, Inc. (the “Company”), effective as of [____________], 2016 (the “Effective Date”).Terms not otherwise defined herein are defined in Section 5 below.
CASTLIGHT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT APRIL 26, 2012Investors’ Rights Agreement • February 10th, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 26th day of April, 2012, by and among Castlight Health, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto (the “Investors”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 12th, 2015 • Castlight Health, Inc. • Services-computer processing & data preparation • California
Bravata is currently employed by Castlight but Bravata and Castlight agree that Bravata will cease employment with Castlight on December 31, 2014.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 5th, 2022 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of January [•], 2022, is by and among Vera Whole Health, Inc., a Delaware corporation (“Parent”), Carbon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Parties”), and each of the stockholders of Castlight Health, Inc., a Delaware corporation (the “Company”) set forth on Schedule I hereto (the “Stockholders” and each, a “Stockholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • January 4th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 4, 2017 (the “Agreement Date”), by and among Castlight Health, Inc., a Delaware corporation (“Castlight”), Neptune Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Castlight (“Merger Sub”), Jiff, Inc., a Delaware corporation (the “Jiff”), and Fortis Advisors LLC, a Delaware limited liability company, as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
SERVICES ORDER FORM 5 TO SOFTWARE AS A SERVICE (SaaS) AGREEMENT ENTERPRISE SERVICESServices Order Form • October 25th, 2019 • Castlight Health, Inc. • Services-computer processing & data preparation
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
121 Spear Street Sublease DocumentsSublease Agreement • February 10th, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • California
This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known collectively as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between RINCON CENTER ASSOCIATES, a California limited partnership (“Landlord”), and NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, P.A., a Pennsylvania corporation (“Tenant”).
Consulting Services AgreementConsulting Services Agreement • April 30th, 2021 • Castlight Health, Inc. • Services-computer processing & data preparation • California
You will perform these services as an independent contractor and not as an employee of the Company, and will not be eligible for any Castlight health insurance, workers’ compensation, vacation, profit sharing, retirement, or other benefits. You will be solely responsible for all taxes, withholdings, and other statutory obligations, including, but not limited to, workers’ compensation insurance. Nothing in this Agreement is meant to confer on You the status of an agent or representative of the Company.
RCONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • July 31st, 2020 • Castlight Health, Inc. • Services-computer processing & data preparation • California
This Confidential Separation Agreement and General Release (“Agreement”) is made as of May 19, 2020, by and between Castlight Health, Inc., a Delaware Corporation (“Company”), and Helen Kotchoubey (“Employee”). The Agreement is based upon the following recitals of fact, which are hereby incorporated into this Agreement by reference:
FORM OF SUPPORT AGREEMENTSupport Agreement • January 4th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of the Agreement Date (as defined below) by and among Jiff, Inc., a Delaware corporation (“Jiff”), and the stockholders listed on Annex A (each such stockholder, as to himself, herself or itself, “Stockholder”) of Castlight Health, Inc., a Delaware corporation (“Castlight”). “Agreement Date” means, as to any Stockholder, the date set forth on the signature page hereto executed by such Stockholder. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
Re: Amendment to Offer LetterOffer Letter • August 1st, 2018 • Castlight Health, Inc. • Services-computer processing & data preparation • California
This letter (this “Amendment”) serves to amend the Offer Letter between you and Castlight Health, Inc. (the “Company”) dated January 3, 2017 (your “Offer Letter”), effective as of the date set forth above. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to them in that certain Executive Severance Agreement by and between you and the Company dated as of January 4, 2017 (the “Executive Severance Agreement”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 4th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
AMENDMENT NO. 1 TO WARRANTWarrant Amendment • April 26th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Warrant (this “Amendment”) is made and entered into as of April 24, 2017 (the “Amendment Date”), by and among SAP Technologies, Inc., a Delaware corporation (the “Holder”), and Castlight Health, Inc., a Delaware corporation (the “Company”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • November 12th, 2014 • Castlight Health, Inc. • Services-computer processing & data preparation • California
Womack is currently employed by Castlight but Womack and Castlight agree that Womack will cease employment with Castlight on September 30, 2014.
FORM OF STOCKHOLDER AGREEMENTStockholder Agreement • January 4th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of the Agreement Date (as defined below) by and among Castlight Health, Inc., a Delaware corporation (“Castlight”), and the stockholders listed on Annex A (each such stockholder, as to himself, herself or itself, “Stockholder”) of Jiff, Inc., a Delaware corporation (“Jiff”). “Agreement Date” means, as to any Stockholder, the date set forth on the signature page hereto executed by such Stockholder. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
Re: Castlight Health, Inc. – Advisory ServicesAdvisory Services Agreement • December 17th, 2019 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
These services are expected to require approximately several hours per week of your time, although the specific timing of services may vary at the discretion of the Company. Any services you perform for the Company shall be as an independent contractor and not as an employee of the Company. You will not be eligible for any Company health insurance, workers’ compensation, vacation, profit sharing, retirement, or other benefits. You will be solely responsible for all taxes, withholdings, and other similar statutory obligations, including, but not limited to, workers’ compensation insurance. Nothing in this Agreement shall be construed to constitute you as an agent, employee or representative of the Company.
SOFTWARE AS A SERVICE (SaaS) AGREEMENTSoftware as a Service (Saas) Agreement • October 25th, 2019 • Castlight Health, Inc. • Services-computer processing & data preparation • Indiana
This SOFTWARE AS A SERVICE (SaaS) AGREEMENT (“Agreement”) is made this 1st day of November, 2015 (“Effective Date”) by and between Anthem, Inc., an Indiana corporation (“Anthem”), and Castlight Health, Inc., a Delaware corporation (“Castlight”), and describes the terms under which Castlight will provide certain software and services to Anthem.
