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.
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”).
