CASTLIGHT HEALTH, INC. (NYSE:CSLT) Files An 8-K Entry into a Material Definitive Agreement

As of the closing of the Merger on April 3, 2017 (further
described in Item 2.01 of this Current Report on Form 8-K),
Castlight, Jiff and Silicon Valley Bank (Bank) entered into a
Second Amended and Restated Loan and Security Agreement (the Loan
Agreement) amending and restating in its entirety that certain
Amended and Restated Loan and Security Agreement, dated as of
August 29, 2016, by and between Jiff and Bank (as the same has
been amended, modified, supplemented, renewed, or otherwise
modified, from to time, the Prior Loan Agreement). Under the Loan
Agreement, Bank agreed to refinance the existing term loan
facility owed to Bank under the Prior Loan Agreement and provide
a new term loan to Castlight and Jiff (collectively and jointly,
the Borrowers) and increase the availability amount under the
existing recurring revenue loan facility under the Prior Loan
Agreement to $25 million.

The Loan Agreement provides for a $25 million revolving credit
facility (the Revolving Line). The Borrowers may request
borrowings under the Revolving Line prior to April 3, 2019, on
which date the Revolving Line terminates. The Loan Agreement also
provides for an approximately $5.6 million term loan (the Term
Loan).

As of April 3, 2017, the outstanding principal balance of the
existing term loan facility under the Prior Loan Agreement was
approximately $5.6 million (the Existing Term Loan Facility). The
Term Loan replaces the Existing Term Loan Facility. On April 3,
2017, the Borrowers used the proceeds of the Term Loan to repay
in full all of the obligations owing to Bank under the Existing
Term Loan Facility. The remainder proceeds of the loans under the
Loan Agreement may be used for working capital and to fund its
general business requirements.

The obligations under the Loan Agreement are secured by a
security interest in the assets of the Borrowers, excluding
intellectual property and certain other exceptions.

The principal amount outstanding under the Revolving Line will
accrue interest at a floating per annum rate equal to the Prime
Rate plus one-half of one percent (0.50%), which interest will be
payable monthly. The principal amount outstanding under the Term
Loan will accrue interest at a floating per annum rate equal to
the greater of (A) the Prime Rate minus one percent (1.00%) or
(B) zero percent (0%). Interest on the Term Loan will be payable
monthly. The Borrowers are also obligated to pay a commitment fee
and other customary fees for a credit facility of this size and
type.

All outstanding loans under the Revolving Line, together with all
accrued and unpaid interest, are due on April 3, 2019. The
Borrowers may prepay the loans and terminate the commitments
under the Revolving Line, in whole or in part, at any time
without premium or penalty. All unpaid principal and accrued and
unpaid interest on the Term Loan is due and payable in full on
September 1, 2021. The Borrowers may prepay the Term Loan
provided the Borrowers give notice to the Lender.

The Loan Agreement contains customary affirmative and negative
covenants, including covenants that limit or restrict the
Borrowers ability to, among other things, incur indebtedness,
grant liens, merge or consolidate, dispose of assets, pay
dividends or make distributions, make investments or acquisitions
and enter into certain transactions with affiliates, in each case
subject to customary exceptions for a Loan Agreement of this size
and type. Castlight is also required to maintain compliance with
a liquidity ratio while the Revolving Line principal balance is
greater than $11 million.

The Loan Agreement contains customary events of default such as,
among others, non-payment defaults, defaults due to the
inaccuracy of representations and warranties, covenant defaults,
insolvency defaults, material judgment defaults and a default due
to a material adverse change. The occurrence of an event of
default could result in the acceleration of all outstanding
obligations under the Loan Agreement. Under certain
circumstances, a default interest rate will apply on all
outstanding obligations during the existence of an event of
default under the Loan Agreement at a per annum rate equal to
5.00% above the rate that is otherwise applicable thereto.

The foregoing description is qualified in its entirety by
reference to the Second Amended and Restated Loan and Security
Agreement, which is attached as Exhibits 10.1 to this Current
Report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 3, 2017, Castlight completed the Merger, whereby to the
Merger Agreement, Merger Sub merged with and into Jiff with Jiff
surviving the Merger as a wholly owned subsidiary of Castlight.

At the closing, and subject to the terms of the Merger Agreement,
(i) all outstanding Jiff common stock, Jiff starter stock and
Jiff preferred stock (collectively, Jiff Capital Stock) and
vested options to purchase shares of Jiff common stock held by an
employee who, immediately following the completion of the Merger,
shall be an employee of Jiff, Castlight or any subsidiary of
Castlight (a Continuing Employee) was exchanged for the right to
receive an aggregate of up to approximately 27 million shares of
Castlight Class B common stock and options exercisable to
purchase shares of Castlight Class B Common Stock, as applicable,
subject to certain adjustments and, in the case of the holders of
Jiff Capital Stock, contributions to an escrow fund and expense
fund. All outstanding Jiff Capital Stock (other than the Jiff
Series A preferred stock) and options of Jiff held by Continuing
Employees received the right to receive up to an aggregate of up
to approximately 4 million shares of Castlight Class B common
stock as contingent consideration upon the achievement by the
Jiff business of certain milestones in 2017. Such former Jiff
equityholders will receive an aggregate of 1 million shares of
Castlight Class B common stock if the Jiff business achieves at
least $25 million in revenue in 2017 and an aggregate of 3
million shares of Castlight Class B common stock if the Jiff
business achieves at least $25 million in net new bookings during
2017. In addition, in connection with the Merger, all outstanding
unvested options to purchase shares of Jiff common stock held by
Continuing Employees were converted into options to purchase up
to approximately 2.8 million shares of Castlight Class B common
stock.

The issuance of Castlight Class B Common Stock in connection with
the Merger, as described above, was registered under the
Securities Act of 1933, as amended, to Castlights registration
statement on Form S-4 (File No. 333-215861), filed with the
Securities and Exchange Commission (the SEC) and declared
effective on February 14, 2017.

The foregoing description of the transactions consummated to the
Merger Agreement does not purport to be complete and is qualified
by its entirety by reference to the Merger Agreement, which was
filed as Exhibit 2.1 to Castlights Current Report on Form 8-K
filed with the SEC on January 4, 2017, which is incorporated
herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01, Entry into a Material
Definitive Agreement, is incorporated herein by reference.

Item 8.01. Other Events.

On April 3, 2017, Castlight and Jiff issued a joint press release
announcing the consummation of the Merger. A copy of the press
release is filed herewith as Exhibit 99.1 and is incorporated
into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d)>Exhibits