Maeve O'Meara - 12 Jan 2022 Form 4 Insider Report for CASTLIGHT HEALTH, INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 4, 2022, by and among the Issuer, Vera Whole Health, Inc. ("Vera Health"), and Carbon Merger Sub, Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger (the "Surviving Corporation"), as a wholly owned subsidiary of Vera Health, effective as of February 17, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $2.05 in cash (the "Merger Consideration") at the Effective Time.

Footnote F2

Each RSU represents a contingent right to receive one (1) share of the Class B Common Stock upon settlement for no consideration.

Footnote F3

1/3 of the RSUs vested on February 16, 2022 and the remainder will vest quarterly over two years in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F4

1/16th of the RSUs vested on February 16, 2018, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F5

Pursuant to the Merger Agreement, any RSUs that were unvested at the Effective Time were cancelled and converted at or immediately prior to the Effective Time into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of unvested shares subject to the RSUs (the "RSU Consideration"). The payment of the RSU Consideration will be subject to vesting in accordance with the vesting schedule applicable to such unvested RSUs immediately prior to Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date.

Footnote F6

1/16th of the RSUs vested on August 16, 2018, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F7

1/16th of the RSUs vested on May 16, 2019, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F8

1/16th of the RSUs vested on November 16, 2019, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F9

1/16th of the RSUs vested on May 16, 2020, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F10

1/16th of the RSUs vested on May 16, 2021, and the remainder will vest 1/16th quarterly in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F11

The stock option is fully vested and immediately exercisable.

Footnote F12

Each share of Class A Common Stock is convertible at any time at the option of the holder into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date.

Footnote F13

Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time.

Footnote F14

Pursuant to the Merger Agreement, the option was cancelled and converted at or immediately prior to the Effective Time into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option.

Footnote F15

The option exercise price is equal to or exceeds the Merger Consideration and therefore the option was automatically cancelled without consideration immediately prior to the Effective Time.

Footnote F16

The option vested as to 1/5th of the total number of shares on March 3, 2021, and thereafter vests as to 1/36th monthly over three years in equal installments, subject to the continuing service of the Reporting Person on each vesting date.

Footnote F17

Pursuant to the Merger Agreement, to the extent vested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option. To the extent unvested, the option was cancelled and converted at or immediately prior to the Effective Time into the right to receive a cash replacement amount equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option cash equivalent award valued based on the excess of the Merger Consideration over the option exercise price (the "Option Consideration"). [continued in fn 18].

Footnote F18

[cont. from fn. 17] The payment of the Option Consideration will be subject to vesting in accordance with the vesting schedule applicable to the unvested portion of the option immediately prior to the Effective Time, subject to the Reporting Person remaining employed by or otherwise in service to the Surviving Corporation on each applicable vesting date.