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”.
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”).
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”).
