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.
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.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 4th, 2017 • Castlight Health, Inc. • Services-computer processing & data preparation • Delaware
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.
