EXHIBIT 8 - Labaton Sucharo · 15 VS. j Assigned To: ... Irvine, CA 92714-8509 4 Telephone: 949/263-1010 ... The Court confirms Brian Ochoa and Victor Reynoso as the

EXHIBIT 8

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MAR 2 2 2001

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

MURRAY ALBERT, et al., Individually and On) Lead Case No. BC 136761

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13 Behalf of a Class of Similarly Situated Persons, ) (Consolidated with BC137212, BC137280 and BC146010) )

j CLASS ACTION Plaintiffs, 14

j 15 VS. Assigned To: Judge Marvin Lager

16 WALTER FLETCHER, INC., et al., ~

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___________________ D_e_re_n_d_an_ts_. ____ ~ DATE: March 13,2001 TIME: 9:00 a.m. DEPT: 38 DATE ACTION FILED: 10/10/95

[PROPOSED REVISED] ORDER AWARDING PLAINTIFFS' SETTLEMENT 20 COUNSEL'S ATTORNEYS' FEES AND EXPENSES

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[P~OSBDtORD AWARDING PLTFS' SETTLEMENT COUNSEL'S ATTYS' FEES AND EXPENSES

1 This matter having come before the Court on March 13,2001, on the application of counsel

2 for plaintiffs for an award of attorneys' fees and reimbursement of expenses incurred in the litigation,

3 the Court, having considered all papers filed and proceedings conducted herein, having found the

4 settlements of this action to be fair, reasonable and adequate and otherwise being fully informed in

5 the premises and good cause appearing therefor;

6 IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

7 1. This Court has jurisdiction over the subject matter of this application and all matters

8 relating thereto.

9 2. The Court hereby awards plaintiffs' settlement counsel attorneys' fees of

10 $5,250,000.00 and expenses in an aggregate amount of$1, 198,554.03 plus appropriate interest. Said

11 fees and expenses shall be allocated among plaintiffs' counsel in a manner which, in Plaintiff '

12 Settlement Counsel's good faithjudgment, reflects each such counsel's contribution to the institution,

13 prosecution and resolution of the litigation. The Court finds that the amount of fees awarded is fair

14 and reasonable under the "percentage-of-the-recovery" method.

15 3. The awarded attorneys' fees and expenses and interest earned thereon shall be paid

16 to Plaintiffs' Settlement Counsel from the Settlement Fund established by the Stipulation o

17 Settlement with the Fletcher Individual Defendants, the Grosberg Defendants, Walter Fletcher, Inc.,

18 Duff & Phelps Corporation and Duff & Phelps Financial Consulting Company dated as o

19 October 10, 2000, after the date this Order is executed subject to the terms, conditions and

20 obligations of the Stipulation, and, in particular, ~7.3 thereof, which terms, conditions and

21 obligations are incorporated herein.

22 IT IS SO ORDERED.

23 MAR 2 2 2001 24 DATED: ________________ _

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MARVIN M. U\OCR THE HONORABLE MARVIN LAGER JUDGE OF THE SUPERIOR COURT

- 1 -~QPOSE£7] ORD AWARDING PLTFS' SETTLEMENT COUNSEL'S ATTYS' FEES AND EXPENSES

-2-[PR:OPOSED] ORD AWARDING: PLTFS' SETTLEMENT COUNSEL'S ATTYS' FEES AND EXPENSES

1 P ARILLA, MILITZOK, SHEDDEN & GARBER,LLP

2 DEAN DAGGETT c/o PAUL PARILLA

3 One Park Plaza, Suite 1250 Irvine, CA 92714-8509

4 Telephone: 949/263-1010

5 Counsel for Hittleman Plaintiffs

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-3-[SBel?fa~] ORD AWARDING PLTFS' SETTLEMENT COUNSEL'S ATTYS' FEES AND EXPENSES

EXHIBIT 9

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MILSTEINt ADELMAN & KREGER, LLP WAYNE S. KREGER, State Bar No. J 54759 WILLIAM A. BAIRD, State Bar No. 192675 2800 Donald Douglas Loop North Santa Mon1ca, California 90405 Telephone (310) 396-9600 . Facsimile (3 I 0) 396-9635

Attorneys for Plaintiffs, Brian Ochoa, Victor Reynoso

"!'-'"· ( .

JJ;H ~LARKE, c;I.&RK · MaM~

BY N NAVARRO. DEPUTY


FOR THE COUNTY OF LOS ANGELES

BRIAN OCHOA, individually and on behalf of all ) others similarly situated and general public, ) VICTOR REYNOSO, individually and on behalf ) of aU others similarly situated and general public, )

Plaintiffs, vs.

) ) ) ) )

HARALAMBOS BEVERAGE CO., a California ) Corporation; and DOES 1-100, inclusive, )

)

Haralambos. ) ) ) ) ) ) ) ) ____________________________ )

CASE NO.: BC 319588

IP.R.QP9S~J FINAL ORDER APPROVING CLASS ACTION SETTLEMENT AND JUDGMENT OF DISMISSAL WITH PREJUDICE

Hearing Date: Time: Dept:

Complaint Filed:

October 27, 2006 9:00a.m. 323

August 4, 2004

(Assigned to the Honorable Carolyn B.. Kuhl)

(Proposed} Final Order Approving Class Action Settlement And Judgment Of Dismissal With Prejudice

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WHEREAS, Plaintiffs and Defendant entered into a Joint Stipulation of Settlement

Agreement and Release Between Plaintiffs and Defendant ('·Settlement Agreement'), dated as of

October 23, 2006, to settle this class action lawsuit (the "Litigation~'); and

WHEREAS, the Court entered an Order dated October 27, 2006 (the "Preliminary Approval

Order"), preliminarily approving the settlement consistent with California Code ofCiviJ Procedure

section 382 and California Rule of Court 1859, and ordering notice to be sent to the Settlement

Class Members, scheduling a Final Hearing for January 12,2007, and providing the Class Members

give final approval to the proposed settlement; and

WHEREAS, the Court makes the fo1lowing combined Findings of Fact and ConcJusions of

Law in support of approval of the proposed settlement;

NOW, THEREFORE, based on the submissions of the parties, upon reviewing a11 prior

proceedings, and on the evidence adduced at the Final Hearing, it is hereby ORDERED,

ADJUDGED AND DECREED as follows:

I) Incorporation of other Documents: This Final Order Approving Class Action

Settlement incorporates by reference the definitions in the Joint Stipulation of Settlement and

Release ("'Settlement Agreement") executed by the Parties, and all terms defined therein shall have

the same meaning in this order.

2) Final Class Certification: The Class is defined as: AJl persons that were employed for at least fourteen calendar days as a Salaried SALES REPRESENTATIVE by Defendant within the State of California between August 4, 2000 and the date of preliminary approval who does not opt-out of the Settlement in a timely or correct manner. Excluded from the class is any Sales Representative hired after February 13, 2006.

(Proposed) Final Order Approving Class Action Settlement And Judgment Of Dismissal With Prejudice

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£airly ene adequately represent the mtetests oftlte Glass; 8fla 5) d83s resehttion of the claims an~

de~Bses ftllegerl in this Htigadon is sape1io• te e~er auailabJ~ meOteds fer the fair Mtd eifi~

WUdicatien of thiS CWibOvClS~

4) Class Notice: The Court finds that the Class Notice, Notice of Settlement and their

5 distribution to the Class Members) along with the follow-up measures set forth in the Notice Plan,

6 have been implemented pursuant to the Settlement Agreement, the Notice Plan, and this Court's

7 Preliminary Approval Order and that they:

8 a. constitute the best practicable notice to Class Members under the circumstances of

9 this Litigation;

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b. constitute notice that was reasonably calculated, under the circumstances, to apprise

Class Members of (i) the pendency of this Litigation; (ii) their right to exclude themselves from the

Clas!)~ (iii) the tenns and conditions of the settlement, the Settlement Class Members' rights

thereunder; (iv) their right to object to any aspect of the proposed settlement (including final

certification of the settlement .cJass, the fairness, reasonableness and adequacy of the proposed

settlement; the adequacy of the Class's representation by the Named Plaintiffs and the Plaintiffs'

Counsel, and/or the award of attorneys) fees and costs and the incentive award to the Named

Plaintiffs); (v) their-right to appear at the Final Hearing, either on their own behalf or through

counsel hired at their own expense; and (vi) the binding effect of the Orders and Judgment in this

Litigation, whether favorable or unfavorable, on all persons who do not request exclusion from the

Class or properly object to the settlement;

c. constitute notice that was reasonable, adequate and sufficient notice to a]) persons

entitled to be provided with notice; and

d. constitute notice that fully satisfied the requirements of California Code of Civil

Procedure section 382 and California Rule of Court 1859 and due process.

5) Class Representatives: The Court confirms Brian Ochoa and Victor Reynoso as the

Class Representatives for purposes of this Litigation.

3 (Proposed) Final Order App.-oving Class Action Settlement And Judgment Of Dismissal With Prejudice

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6) Class Counsel: The Court confirms William A Baird of Milstein, Adelman &

Kreger, LLP as Class Counsel. The Court further finds that Milstein, Adelman & Kreger, LLP is

the sole counsel of record for Plaintiffs and cJass members in this action. Class Counsel is

authorized to act on behalf of the Class with respect to al1 acts or consents required on behalf of the

Class.

7) Final Settlement Approval: The Court grants final approval of the Settlement based

upon the tem1s set forth in the Settlement Agreement fiJed herewith, jncluding the One Mi111on

Three Hundred Thousand Dollar {$1,300,000.00) Settlement Fund, plus employment taxes, and a1I

a1Jocations ofthe Settlement Fund as further set forth below. The Court further finds 1hat the tenns

and provisions of the Settlement Agreement have been entered into in good faith, and are the

product of arm's-length negotiations by experienced counsel who have done a meaningful

investigation of the claims in the dispute. No person objected to the Settlement Agreement. The

Settlement Agreement and all of its terms are fuUy and finally approved as fair, reasonable and .

adequate, and in the best interests of each of the Parties and the Settlement Class Members. The

Parties are hereby directed to implement and consummate the Settlement agreement according to its

terms and provisions.

8) Settlement Allocations: The allocations approved and awarded by the Court as

reasonable and appropriate are as follows:

(a) Participation Payments Of Five Thousand Two Hundred Fifty Dollars to be paid to each of the class Representatives- for a total ofTen Thousand Five Hundred DoHars ($1 0,500) - as compensation for their work and efforts on behalf of the Class, including, among other things, responding to discovery requests, reviewing documents, attending strategy sessions and meetings with Class Counse)1 and perfonning other services of that nature on behalf ofthe Class;

(b) The settlement administrator's costs to notify the class, administer the class claims, and handle settlement to cJass members, ofbetween Thirteen Thousand Five Hundred Do11ars and Twenty Two Thousand Do11ars ($13,500- $22,000);

(c) Reimbursement of Plaintiffs' counsel's expenses and costs (incurred and to be incurred) of Eleven Thousand Dollars ($ 1 J ,000); and,

(d) Reasonable attorney's fees in the amount of one~ third of the recovery (33-1 /3% = $433,333 .33), and/or benefit conferred on the Class.

4 IProposed] Final Order Approving Class Action Settlement And Judgment Of Dismissal With Prejudice

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1 9) Settlement Administrator: The Court confinns Rosenthal & Co. as the Claims

2 Administrator.

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JO) Retention of Jurisdiction: The Court has jurisdiction to enter this Final Order and

Judgment. This Court expressly retains jurisdiction as to all matters relating to the administration,

consummation, enforcement and interpretation of the Settlement Agreement.

) 1) Dismissal Of Litigation: The Released Claims in this Li6gation, incJuding a11

8 individual and Class cJaims resolved in it, are dismissed on 1he merits and with prejudice against the

9 Named Plaintiffs and a11 other P1aintiff Class Members, without fees or costs to any party except as

10 provided in the Settlement Agreement and in this Final Order and Judgment

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13 JT JS SO ORDERED:

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5 !Proposed) FinaJ Order Approving Class Action Settlement And Judgment OrDlsmissal With Prejudice

EXHIBIT 10

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fEB 2 8 2002

AI.AN=-~~flleCou!t .

ORIGINAL BY. rMR'fdR~ti~

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FORTHECOUNTYOFORANGE

l o LYNN ADAMS, DEBBIE LENKE, KHRISTINE SCROGGINS as individuals on behalf of themselves

11 and all others similarly situated,

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13 v.

Plaintiffs,

14 BLOCKBUSTER INC, a Delaware Corporation and DOES 1 through 75. incluive.

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Defe.ndants.

) CASE N0.809069 ) ) JUDGE: Honorable Stephen ) Sundvold ) ) "(i'..<lol-K""U"'PDBSIJb~) ORDER AND ) IUDJJ.MBNT GRANTING FINAJ., ) ..A ePJidVAtOE CIIASS ACTIDN ) SBTTLBMBNT AND ) ATTORNEYS FEES

~ Date: January 18, 2002 ) Time; 8:30 a.m.

Dept.; CX102

Action filed: S/7/99

19 The Plaintiff Class, as defined below. and the settling defendant BLOCKBUSTER,

20 INC., (hereinafter referred to as" BLOCKBUSTER") have entered into an agreement to

21 settle the above-captioned class action, subject to the Court's approval. The Settlement

22 provides for the payment of o~ertime compensation to each Class Member according to the

23 length of service in a saladed position and the position held, e.g., Store Manager, who was

2 4 employed by Defendant in its California retail locations during the period of May 7, 1995 to

2 5 August 16, 2001. The Settlement Agreement provides for the creation of a settlement reserve

2 6 to be created by defendant to be used as a common fund for the benefit of the Class.

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1 Proposed Order and Judgment Granting Final Approval of Class Action Settlement

. ·- . ··---·------------- ----

• 1 Pursuant to the Preliminary Approval Hearing and Order dated October 1, 2001, this

2 C-ourt conditionally certified the plaintiff settlement class and granted preliminary approval to

3 the Settlement. The Preliminary Approval Order also approved of fbe proposed forms of

4 notice· and notice plan. The Court entered the Preliminary Approval Order after review and

5 consideration of all.of the pleadings filed in connection herewith, and the oral presentations

6 made by counsel at th~ hearing.

7 In compliance with the Preliminary Approval Order. notice was sent to all Class

8 Members via first class mail. Furthermore, multiple follow-up mailings were performed for

9 returned mail in addition to the distribution of any Clilim Forms to Class Members requesting

1 o copies. The notice program was timely completed.

11 This matter is now before the Court on Plaintiffs' Motion for Final Approval of the

12 Class Action Settlement including approval of Class Representative Enhancement and Class

13 Counsels' Application for an Award of Attorneys' Fees and Costs. The Court has read, heard,

14 and conside,red ail the pleadings and documents submitted, and the presentations made in

15 connection with the Motion and Application which came on for hearing on October January

16 18,2002.

17 This Court finds that the proposed settlement appears to be the product of serious,

18 informed, non-ootiusive negotiations, has no obvious deficiencies, and does not improperly

19 grant preferential treatment to any individuals. The Court finds that the settlement was entered

20 into in good faith pursuant w California Code of Civil frQCedure section 877.6 •. The Court

21 further finds that the settlement is fair, reasonable and adequate and tbat plaintiffs have

2 2 satisfied the standards for final approval of a class action settlement under California law.

23 Under the provisions of California Code of Civil Procedyre section 382 and Federal Rule of

2 4 Civil Procedute 23 as approved for use by the California state court in Vasguez v. Superior

25 ~ (1971) 4 Cal. 3d 800, 821, the trial court has discretion to certify a class where:

26 [Q]uestions of law or fact common to the members of the class predominate

2 7 over ~ questions affecting only individual members. and 1hat a class action is superior to the available ~ods for the fair and efficient adjudication of the

28 controversy ... Fed. R. CIV. Proc. 23(b)(3). · .

2 Proposed Order and Judgment G~anting Final Approval of Class Action Settlement

1 Certification of a class is the appropriate judicial device under these circumstances.

2 Based on the foregoing, IT IS HEREBY ORDERED THAT:

3 1. This Court has jurisdiction over the claims of the Settle~nt Class members

'.1 asserted in this proceeding and over aU JU~rties to the action.

5 2. For the reasons set forth in the Preliminary Approval Order and in the transcript

6 of the proceedings of the September 26, 2001 hearing, which are adopted and incorporated

7 herein by reference, this Court finds that the applicable requirements of the California Code of

S Civil Procedure §382 and PederaJ Rule of CiVil Procedure 23 have been satisfied with respect

9 to the Settlement Class and the proposed settlement. The Court hereby xnakes final its earlier

10 provisional certification of the plaintiff class, as set forth in the Preliminary Approval Order.

11 3. The Class Defmition is as follows:

12 A. Salaried Store Managers

13 The class is comprised of: "All former and current California based salaried Store

14 Managers (SM Class) who worked overtime for BLOCKBUSTER from May 7, 1995 to

15 August 16. 2001 (SM Class Period). yet were not paid overtime premium for hours worked in

16 excess of eight in a day and/or forty in a week.

17 4. The notice given to the Class ~embers fully and accurately informed the Class

18 Members of all material elements of the proposed Settlement and of their opportunity to object

19 or comment thereon; was the best notice practicable under the circumstances; was valid, due

2 0 and sufficient notice to all Class Members; and complied fully with the laws of the State of

21 California, Federal Rules of Civil Procedure, the United States Constitution, due process and

22 other applicable law. The summary notices fairly and adequately described the Settlement atid

2 3 provided aass Members adequate instructions and a variety of means to obtain additional

2 4 infonnation. A fuU opportunity has been afforded to the Settlement Class Members to

25 participate in this hearing, and all Settlement Class Members and other persons wishing to be

2 6 heard have been· heard. Accordingly, the Court detennines that aU Settlement Class Members

2 7 who did not timely and properly execute a Request for Exclusion are bound by this judgment

2 8 and order.

3 Proposed Order and Judgment Granting Pinal Approval of Class Action Settlement

.. ....,.;,... ·------------------· ·······-·---

1 5. Pursuant to California Jaw and Federal Rule of Civil Proce4ure 23{e}, the Court

2 hereby grants flnal approval to the Settlement and finds that it is fair. reasonable and adequate,

3 and in the best interests of the Settlement Class as a whole. Accordingly, the Court hereby

4 directs that the Settlement be effected in accordance with the Settlement Agreement and tbe

5 following terms and conditions.

6 6. The Settlement provides for the creation of a $12,000,000.00 settlement reserve

7 to ~e used as a common fund for the benefit of the Class for payment of overtime

a compensation to each Class Member. The defendant has fully complied with this requirement.

9 The allocation formula for each Class Member as provided for in the Settlement Agreement is

1 o set forth below:

11 Gross recovery per class member = (number of weeks employed) x $50.83. This figure of

12 $50.83 is arrived at as follows:

13 (1) Total Store Manager Eligible Weeks

14 {2) Claimant Fund

(3} Fund + Manager Weeks

150,025

$7,625.000.00

$50.8248 15

16 The $12,000,000.00 settlement is broken dovin as follows up to : $7,625,000.00

17 payments to eligible claimants/ class members for overtime compensation; $4,000,000.00 as

18 attorneys fees (33 1/3 %of the total settlement); up to $150,000.00 as reimbursement for out-

19 of-pocket expenses; $225,000.00 in Class Representative Enhancements ($75.000.00 for each

2 o Named Plaintiff).

~1 7. It is h~reby ordered that the class representative enhancement of $25,000.00 per

22 class !epresentative is fair and reasonable. Therefore, this court ordex:s the enhancement figure ·

2 3 of $75,000.00 for the three class representatives to be fair and reasonable for the work they

2 4 provided to the class and class counsel.

2 5 . 8. With this final approval of the proposed settlement, it is hereby ordered that any

2 6 of the claims, actions, or causes of action which were alleged or stated, or the facts, matters.

2 7 transactions or occurrences referred to in this class action entitled Adams. et. al. y.

28 Blockbustg Jnc. Orange County Superior Court, Civil Case No. 809069, including any and


··-- ·----------------------

1 all claims, actions, or causes of action, including but not limited to, claims for overtime under

2 California or Federal law, waiting time penalties pursuant California LabQc G~ §203, unfair

3 business practices pursuant to California Bysjness and Professions Cod~ §17200 et. seq,

4 conversion, interest and costs pursuant to California Civil Code §1032 and/or §3287, statutory

5 or common taw rights to attor~ey's fees and costs including those pursuant to California 1dh.ru:

6 ~ §1194 et. seq., and/or California Business anq ProfessiQI!s Code §17200 et. seq.,

7 violation or breach of any other state or federal statute, rule and/or regulation, and similar

a causes of action. including but not limited to any claim for punitive andfor exemplary damages

9 in connection with any of the foregoing by Class Member against defendant BLOCKBUSTER

10 which includes its attorneys, past, present, and future divisions, affiliates, predecessor,

11 successors~ shareholders, officers, directors. employees, agents, trustees, representatives,

12 administrators. fiduciaries, assigns, subrogees, executors, partners~ parents, subsidiaries, and

13 privies are hereby barred.

14 9. For the reasons set forth in the Application for an Award of Attorneys' Pees and

15 Costs, the attorneys' fee request of Class Counsel is granted in the sum of$3,176,250.00

16 together with $1.50.000.00 of costs, inclusive of the cost of litigation, notice and claims

17 administration, which is within the range of reasonableness and the result achieved justifies the

18 award.

19 10. It is hereby determined that because the parties executed tbeir'settlement in

20 August 2001, and the Court issued Preliminary Approval of the terms of the Agreement on

21 October 1, 2001, the unclaimed monies in the Claimant Fund and the unused portion of the

22 $150,000 costs sball revert to Blockbuster. consistent with the parties' Court approved

2 3 Agreement (this reason being a material term thereof);

2 4 11. Th.e Court orders the following schedule of dates for further proceedings:

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a.

b.

Date for report on the amount of residual and for its disposition to

defendant Blockbuster: July 18, 2002; and

Hearing on disposition of residual: August 1. 2002 at 8:30a.m.


1 The hearing on the disposition of the residual may be a non appearance if the report is

2 ftled and there is no need for court intervention.

3 12. Following (a) payment in full of all amounts whose payment ls provided for in

4 this judgment and order and (b) the hearing on disposition of residual, the Court shall dismiss

5 this case with prejudice.

6 13. Without affecting the finality of this judgment, this Court shall retain exclusive

7 and continuing jurisdiction o~er this action and the parties, including aU Settlement Class

8 Members, for purposes of supervising, administering, implementing, and forcing, and

9 interpreting the Setflement, and the claims process thereunder.

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11 Dated: February A. 2002

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EXHIBIT 11

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4 TiiOMAS W. FALVEY (#65744)

S [email protected] 301 No. Lake Ave., Suite 800

6 Pasadena. California 91101 Tel: (626) ?95·0205; Fu: (626) 795-3096

7 CA THER.INB STARR (#183382)

8 24325 Crenshaw Blvd. #211 Torrance. California 90505

9 Tel: (310) 5394806; Fax: (.310}5392.454

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SUPERIOR COURT OF CALD!'ORNJA COUNTY OF LOS ANGELES -CENTRAL CIV1L WEST

14 JASON M. ELKIN. et.a1., for 'themselves and o Case No. BC342633 behalf of all other similarly situ«ted;

IS

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17

Plaintiffs,

vs.

SIX FLAGS, INC., a corporation; SIX FLAGS 18 CALIFORNfA CORP., a co~ration; SIX

FLAGS CALIFORNIA, a business entity fonn 19 unknown, SIX FLAGS MAGIC MOUNTAIN,

a business entity form unknownj SIX FLAGS 20 HURRICANE HARBOR. a business entity

form unknown; SIX FLAGS MA1UNB 21 WORLD, a business entity form unknown; SIX

FLAGS WATERWORLD CONCORD, a 22 business entity fonn unknown; DEL

HOLLAND, an individual; JOB MBCK, an 23 individual, BILL DAVIS, an individual; and

DOES 1 through 150, inclusive; 24

25 Defendants.

Honorable Carolyn TJ. K:uhl, Judge Courtroom 323

iJ.n~SGil) ORDER ENTERING FINAL JUDGMENT, GRANTING FINAL APf'ROV AL Oll' CLASS ACTION SETTLEMENT. FINAL APPROVAL OF SERVICE PAYMENTS TO NAMED PLAINTIFFS, FINAL APPROVAL OF PAYMENT OF ADMINISTRATIVE COSTS, FINAL Al'PROV AL OF PLAINTIFFS' REASONABLE A'ITORNEYS' FEES AND COSTS

DA1E: April29, 2008 TIME: 10:00 AM

Complaint Filed: ~ovenlber7.2005

26 ~------~----JCLASSAQ19H 27

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SCHNEIDER &WAU.ACB

(PROPOSED] OJU>Blt GJtAN11NO FINAL A»"R.OVJt.L OF CLASs ACTION Slrl"ll:SMBNT Elkin, et ttl. v. Six Ffag.r. doL. Case No. BC342633

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l ' · · ·'This ·Court. having conmdered the Motion of Plaintiffs Jason Elkin, Lynsey Elkin, ·Scott • •

2 Widmer, Chantel Williams, Laquitia A. Hogue, 1 eanette M. Cooks, Gabriella Ratclift and Tristan

3 Henderson ( .. Plaintiffs") for Final Approval and the papers submitted in support of the Motio~ an

4 having heard oral argument of the parties, and in recognition of1he Court's duty to make a

S detennination as to the reasonableness of any proposed class action settle.ment, and tD conduct a

6 hearing as to good faith, fairness, adequacy, and reosonableness of any proposed settlement,

7 HEREBY ORDERS as follows:

1. The Court grants fmal approval for the settlement of claims under the terms set forth . in the Stipulation of Settlement of Class Action ('•Settlement Agreement"), including an Initial

Settlement Amo~t of$9,225,000, as well as.;z_ossible subsequent Settlement Amounts not to

~eac~ ~~~~*D""fZflJ'=-"'-2. The~ grants fma1 approval of the payment of reasonable oosts ofadmi~on

13 laims Administration, LLC, from tho Ini1ia1 ·: ~

17 LLC as the Claims Administrator for any subsequent settlement payments. Payment of reasonable

18 costs of administration of subsequent sett!emcnt payments shall be deducted from the respective

19 subsequent settlement amounts.

20 4. The Court grants fmal approval of payment of an $8,500 service award for each

21 Representative Plaintiff to be deducted from the Initial Settlement Amount.

22 S. The Court grants final approval of the esmblishment of a fund of$150,000 to be set

23 aside for unanticipated expenses. In the event that any subsequent settlement payment is made by

24 Six Flags, the balance of this fUnd shall be added to the subsequent settlement payment and

25 distributed to the class members. In the event that no subsequent settlement payment is made by

26 Six Flags, the balance shall be given to the Employment Law Center's Community Legal Servi

27 Program as the cy pres recipient.

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SCHNBIDRR. &WAU.ACB

[PROPOSED] ORDI!R G.RANTING FlNALAn'ROVAL OF CLAss ACOON SB'ItLI!MilNT Elkin, et al. v. Six Flag~, eta!., Case No. BC342633

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SCHNEIDBR &WA.I..LACS

· .1. _!} • 6:..,- The; Court grants final- approval of_the·payment of reasonable attomeys'·fees of· • '(-yf~ gf>f;),t>rJ .

.. $3t9?S,e~o be deducted from the Initial Settlement Amount. .

1. The Court grants final approval of the payment of reasonable attorneys' fees in the

amount of one~third of any subsequent settlement paymeots/'1- ....c2~ J u ~~ ~ , -trr""'-~ ........... 8. The Court grants final approval of the payment of Class Counsel' B costs, currently at

a balance of$55)188, to be deducted from the Initial Settlement Amount.

9. The COurt grants final approval of the payment of Class C9unsel's costs incurred

after distribution of the Initial Settlement Amount to be deducted from any Subsequent Settlemen

Amounts~~ ~-f:I'J...~ ~ .

IT IS SO ORDERED.

• 2008

{PROl'OSEO} OJ!J>ER GltANI1NGFINALM'PMVAL 01' CI:.A.SS ACTioN 8m'I...EMENT E/Jdn, et al. v. Six F/Qgl, et al, Case No. BC342633

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EXHIBIT 12

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ROBBINS GELLER RUDMAN &DOWDLLP

SHAWN A. WILLIAMS (213113) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 941 04 Telephone: 415/288-4545 415/288-4534 (fax)

-and-JAMES I. JACONETTE (179565) JEFFREY D. LIGHT (159515) 655 West Broadway, Suite 1900 San Diego, CA 92101-8498 Telephone: 619/231-1058 619/231-7423 (fax)

Lead Counsel for Plaintiffs

LABATON SUCHAROW LLP JONATHAN GARDNER GUILLAUME BUELL 140 Broadway, 34th Floor New York, NY 10005 Telephone: 212/907-0700 212/818-0477 (fax)


COUNTY OF SAN MATEO

13 In re CASTLIGHT HEALTH, INC. ) Lead Case No. CIV533203 ) SHAREHOLDER LITIGATION

14 ____________________________ ) CLASSACTION )

15 This Document Relates To: ) DECLARATION OF CAROLE K.

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) SYLVESTER REGARDING NOTICE ) DISSEMINATION, PUBLICATION, AND

____________________________ ) REQUESTS FOR EXCLUSION RECEIVED ) TODATE

ALL ACTIONS.

Assigned for All Purposes to the Honorable MarieS. Weiner

Date: October 28, 2016 Time: 9:00 a.m. Dept. 2 Date Action Filed: 04/02/15

DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION, PUBLICATION AND REQUESTS FOR EXCLUSION RECEIVED TO DATE

I I, CAROLE K. SYLVESTER, declare:

2 I. I am employed as the Director ofNotice by Gilardi & Co. LLC ("Gilardi"), located at

3 330I Kerner Blvd., San Rafael, California. Pursuant to its July 13, 20I6 Order Preliminarily Approving

4 Settlement and Providing for Notice (the "Order"), the Court authorized Gilardi to supervise and

5 administer the notice procedure.

6 2. I submit this declaration to provide the Court and the parties to the above-captioned

7 litigation (the "Litigation") with information regarding: (i) mailing of the Notice ofProposed Settlement

8 of Class Action (the "Notice") and the Proof of Claim and Release (the "Proof of Claim") (collectively,

9 the "Claim Package"), (ii) posting of those documents and others on the website dedicated to the

I 0 Litigation, (iii) publication of the Summary Notice, and (iv) requests for exclusion from the Class

Il received to date. True and correct copies of the Notice and Proof of Claim are attached hereto as

I2 Exhibits A and B, respectively. The Notice and Proof of Claim are in the form approved by the Court.

13 3. I am over 2I years of age and am not a party to this Litigation. I have personal

14 knowledge of the facts set forth herein and, if called as a witness, could and would testify competently

15 thereto.

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17 4.

MAILING OF THE CLAIM PACKAGE

In accordance with the Order, Gilardi obtained from the transfer agent for Castlight

18 Health, Inc. ("Castlight") a list of persons who purchased Castlight Class B common stock pursuant or

19 traceable to the Registration Statement issued in connection with Castlight' s March I4, 2014 Initial

20 Public Offering on or before September 10, 2014. The list was reviewed to identify and eliminate

21 duplicate entries and incomplete data, resulting in a usable mailing list of 60 unique names and

22 addresses. Gilardi had the unique name and address data printed on to the Claim Packages, posted the

23 Claim Packages for First-Class Mail prepaid, and delivered 60 Claim Packages on August 3, 2016, to

24 the United States Post Office located in Santa Rosa, California.

25 5. On August 3, 2016, Gilardi delivered electronic copies ofthe Claim Package to 417

26 registered electronic filers who are qualified to submit electronic claims. These filers are primarily

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28 - I -DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION, PUBLICATION AND

REQUESTS FOR EXCLUSION RECEIVED TO DATE

1 institutions and third-party filers who typically file numerous claims on behalf of beneficial owners for

2 whom they act as trustees or fiduciaries.

3 6. In addition, on August 4, 2016, as part of its normal mailing procedures, Gilardi also

4 mailed, by First-Class Mail, Claim Packages and cover letters to 251 brokerages, custodial banks, and

5 other institutions ("Nominal Holders") that hold securities in "street name" as nominees for the benefit

6 oftheir customers who are the beneficial owners ofthe securities. The Nominal Holders also include a

7 group of filers/institutions who have requested notification of every securities case. These Nominal

8 Holders are included in a proprietary database created and maintained by Gilardi. In Gilardi's

9 experience, the institutions included in the list of251 Nominal Holders represent a significant majority

10 of the beneficial holders of securities. The cover letter accompanying the Claim Packages advised the

11 Nominal Holders of the proposed settlement and requested their cooperation in forwarding the Claim

12 Packages to potential Class Members. In the over 25 years that Gilardi has been providing notice and

13 claim administration services in securities class actions, Gilardi has found the majority of potential class

14 members hold their securities in street name and are notified through the Nominal Holders. A copy of

15 the letter dated August 4, 2016, sent to Nominal Holders in this case, is attached hereto as Exhibit C.

16 7. On August 4, 2016, Gilardi also mailed Claim Packages and cover letters to the 4,850

17 institutions included on the U.S. Securities and Exchange Commission's list of active brokers and

18 dealers.

19 8. As part of the notice program for this settlement, Gilardi caused the Claim Package to be

20 published by the Depository Trust Company ("DTC") on the DTC Legal Notice System ("LENS").

21 LENS enables the participating bank and broker nominees to review the Claim Package and contact the

22 Claims Administrator for copies of the Claim Package for their beneficial holders.

23 9. Gilardi has also acted as a repository for shareholder and nominee inquiries and

24 communications received in this Litigation. In this regard, Gilardi has forwarded the Claim Package on

25 request to nominees who held Castlight common stock for the beneficial interest of other persons.

26 Gilardi has also forwarded the Claim Package directly to beneficial owners upon receipt of the names

27 and addresses from such beneficial owners or nominees.

28 -2-DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION, PUBLICATION AND


1 10. To date, in response to the outreach efforts described above, Gilardi has received 30

2 responses that included computer files listing a total of 14,853 names and addresses of potential Class

3 Members. Gilardi also received four responses that included mailing labels with names and addresses

4 for mailing to an additional 138 potential Class Members. In addition, nine institutions requested that

5 Gilardi send them a total of 8,860 Claim Packages, which they indicated they would mail directly to

6 their clients who might be Class Members.

7 11. As of the date of this declaration, Gilardi has mailed a total of29,429 Claim Packages to

8 potential Class Members and nominees.

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10 12.

TELEPHONE HOTLINE AND WEBSITE

Gilardi established and continues to maintain a toll-free telephone number to

11 accommodate potential Class Member inquiries. This toll-free number, 1-844-848-1253, became

12 operational on August 3, 2016. Gilardi has promptly responded to, and will continue to promptly

13 respond to, all inquiries to the toll-free number.

14 13. To further assist potential Class Members, Gilardi established and maintains a website

15 dedicated to the Litigation (www.castlightshareholderlitigation.com). Pursuant to the Order, on August

16 3, 2016, Gilardi posted to the website the Notice, the Proof of Claim, the Stipulation of Settlement, and

17 the Order which can be accessed and downloaded at any time.

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19 14.

PUBLICATION OF THE SUMMARY NOTICE

In accordance with the Order, Gilardi caused the Summary Notice to be published in The

20 Wall Street Journal, and to be transmitted over the PR Newswire on August 11,2016, as shown in the

21 Confirmations of Publication attached hereto as Exhibit D.

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23 15.

REPORT ON EXCLUSION REQUESTS RECEIVED TO DATE

In accordance with the Order and as set forth in the Notice, persons who wish to exclude

24 themselves from the Class are required to do so in writing so that the request is postmarked no later than

25 October 7, 2016. As of the date of this declaration, Gilardi has not received any requests for exclusion.

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28 -3-DECLARATION OF CAROLE K. SYLVESTER REGARDING NOTICE DISSEMINATION, PUBLICATION AND


1 I declare under penalty of perjury that the foregoing is true and correct and that this declaration

2 was executed this 20th day of September, 2016, at San Rafael, California.

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EXHIBIT A

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN MATEO

In re CASTLIGHT HEALTH, INC. SHAREHOLDER ) LITIGATION )

) -------------------------------) This Document Relates To:

ALL ACTIONS.

) ) ) )

Lead Case No. CIV533203

CLASS ACTION

Assigned for All Purposes to the Honorable MarieS. Weiner

Dept. 2 Date Action Filed: 04/02/15

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS OR ENTITIES ("PERSONS"} THAT PURCHASED CASTLIGHT HEALTH, INC. ("CASTLIGHT" OR THE "COMPANY"} CLASS B COMMON STOCK PURSUANT OR TRACEABLE TO THE COMPANY'S REGISTRATION STATEMENT ISSUED IN CONNECTION WITH THE COMPANY'S MARCH 14, 2014 INITIAL PUBLIC OFFERING ON OR BEFORE SEPTEMBER 10,2014

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.

WHY SHOULD I READ THIS NOTICE?

This Notice is given pursuant to an order issued by the Superior Court of California, County of San Mateo (the "Court"). This Notice serves to inform you of the proposed settlement of the above class action lawsuit (the "Settlement") and the hearing (the "Settlement Fairness Hearing") to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, as set forth in the Stipulation of Settlement dated June 2, 2016 (the "Stipulation"). 1 The Stipulation is by and between: (i) plaintiffs Firerock Global Opportunity Fund LP, Oklahoma Firefighters Pension and Retirement System, Robert Spencer Wright, and Robert Kromphold (collectively, "Plaintiffs") (on behalf of themselves and each of the Class Members), by and through their counsel of record; (ii) defendants Castlight, Giovanni M. Colella, John C. Doyle, Bryan Roberts, David Ebersman, and Robert P. Kocher (collectively, the "Castlight Defendants"); and (iii) underwriters of the Company's March 14, 2014 initial public offering ("I PO"), specifically Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (the "Underwriter Defendants," and collectively with the Castlight Defendants, the "Defendants") (Plaintiffs and Defendants collectively the "Settling Parties"). This Notice is not an expression of any opinion by the Court as to the merits of the claims or defenses asserted in the lawsuit.

WHAT IS THIS LAWSUIT ABOUT?

The Allegations and Status of the Case

On July 22, 2015, Plaintiffs filed their Consolidated Complaint for Violations of §§11, 12(a)(2), and 15 of the Securities Act of 1933. Plaintiffs brought the action on behalf of all persons or entities who purchased Castlight Class B common stock pursuant or traceable to the Company's Registration Statement and Prospectus (collectively, the "Registration Statement") issued in connection with the Company's IPO. The Registration Statement was declared effective on March 13, 2014, and Castlight and the Underwriter Defendants priced the IPO at $16 per share. The Company sold 12.765 million shares in the I PO, including shares sold pursuant to the underwriters' overallotment. The IPO raised $204.2 million in gross proceeds. Plaintiffs allege that the Castlight Defendants and the Underwriter Defendants violated the Securities Act because the Registration Statement contained untrue statements of material fact and omitted other facts necessary to make the statements made therein not misleading.

The Stipulation and all of its Exhibits can be viewed at www.castlightshareholdertitigation.com. All capitalized terms used herein have the same meanings as the terms defined in the Stipulation.

Castlight is a provider of cloud-based software designed to give companies control over their rapidly escalating health care costs. Plaintiffs allege that, in the Registration Statement, the Company characterized Castlight as having an "early mover advantage" with "a significant opportunity to offer a comprehensive, technology-based solution" to profit by reducing "waste and inefficiencies" with respect to its principal product.

Plaintiffs allege that Defendants were required to disclose all known adverse trends that were negatively impacting sales and revenue growth for the Company. First, Plaintiffs allege that U.S. Securities and Exchange Commission Regulation S-K, 17 C.F.R. §229.303 ("Item 303"), required disclosure of the known adverse trends because Defendants allegedly knew that they were reasonably likely to have a material adverse impact on Castlight's financial condition going forward. Plaintiffs allege that, at the time of the I PO, there were multiple undisclosed uncertainties and trends that were affecting Castlight and that were reasonably likely to have a material impact on Castlight's revenues and profitability and, therefore, were required to be, but were not, disclosed. Second, Plaintiffs allege that Defendants failed to disclose implementation delays, increased expenses, and inability to maintain pricing consistent with the expected revenue growth on its principal product, and that those alleged omissions rendered the Registration Statement misleading, insofar as Plaintiffs also allege that the Registration Statement represented that the Company's "early mover advantage" and "highly scalable business model" positioned Castlight for massive growth as it went public.

Defendants deny all of those allegations. The Castlight Defendants filed a demurrer to the Consolidated Complaint on September 22, 2015, in which the Underwriter Defendants joined. Plaintiffs filed their opposition on October 6, 2015 and the Castlight Defendants filed a reply (in which the Underwriter Defendants joined) on October 20, 2015. The Court heard oral argument on October 26, 2015. Judge Weiner overruled Defendants' demurrer as to Plaintiffs' claims arising out of §§11 and 15 of the Securities Act, and sustained Defendants' demurrer as to Plaintiffs' §12{a)(2) claim, with leave to amend.

On November 1 0, 2015, Plaintiffs filed their First Amended Consolidated Complaint for Violations of §§ 11, 12(a)(2), and 15 of the Securities Act of 1933. On December 10, 2015, Defendants Castlight, Colella, and Doyle filed a demurrer to Plaintiffs' §12(a)(2) claims. The Underwriter Defendants joined the demurrer. Plaintiffs filed their opposition to the demurrer on January 5, 2016 and the Castlight Defendants filed a reply (to which the Underwriter Defendants joined) on January 15, 2016. On January 27, 2016, the Court sustained Defendants' demurrer with leave to amend.

On March 9, 2016, by stipulation of the Settling Parties, the Court certified the consolidated action as a class action pursuant to Cal. Civ. Proc. Code §382 and Rule 3. 765 of the California Rules of Court. The Court further certified Plaintiffs as the representatives of the Class, and designated Robbins Geller Rudman & Dowd LLP and Labaton Sucharow LLP to act as Class Counsel.

Beginning in October 2015, Plaintiffs served discovery requests on all Defendants. Defendants produced documents responsive to Plaintiffs' requests between January and March 2016.

During the Litigation, the Settling Parties engaged the services of the Hon. Layn R. Phillips (Ret.) to mediate the case. On March 11, 2016, the Settling Parties exchanged mediation statements and also submitted them to the mediator. On March 21,2016, the Settling Parties participated in mediation with Judge Phillips. An agreement to settle was not reached at the March 21, 2016 mediation; however, on March 28, 2016, the Settling Parties separately agreed to the mediator's proposal to settle the case for $9,500,000.

THE COURT HAS NOT RULED AS TO WHETHER DEFENDANTS ARE LIABLE TO PLAINTIFFS OR TO THE CLASS. THIS NOTICE IS NOT INTENDED TO BE AN EXPRESSION OF ANY OPINION BY THE COURT WITH RESPECT TO THE TRUTH OF THE ALLEGATIONS IN THIS LAWSUIT OR THE MERITS OF THE CLAIMS OR DEFENSES ASSERTED. THIS NOTICE IS SOLELY TO ADVISE YOU OF THE PENDENCY OF THE LITIGATION AND PROPOSED SETTLEMENT THEREOF AND YOUR RIGHTS IN CONNECTION WITH THAT SETTLEMENT.

HOW DO I KNOW IF I AM A CLASS MEMBER?

If you purchased Castlight Class B common stock pursuant or traceable to the Registration Statement issued in connection with the Company's March 14, 2014 IPO through September 10, 2014 (the "Class Period"}, you are a Class Member. Excluded from the Class are each of the Defendants and Previously

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Named Defendants2, their directors and officers, members of their immediate families, any entity in which a

Defendant or Previously Named Defendant has a controlling interest (but in the case of the Underwriter Defendants and Previously Named Defendants, only such entities in which they have a majority ownership interest), any Person who validly requests exclusion from the Class, and the heirs, successors, and assigns of any such excluded Person.

WHAT IS THE MONETARY VALUE OF THE PROPOSED SETTLEMENT?

The Settlement, if approved, will result in the creation of a cash settlement amount of $9,500,000 (the "Settlement Amount"). The Settlement Amount, plus accrued interest (the "Settlement Fund") and minus the costs of this Notice and all costs associated with the administration of the Settlement, as well as attorneys' fees and expenses and the payment of Plaintiffs' time and expenses in representing the Class, as approved by the Court (the "Net Settlement Fund"), will be distributed to Class Members pursuant to the Plan of Allocation that is described in the next section of this Notice.

WHAT IS THE PROPOSED PLAN OF ALLOCATION?

Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that Class Members send in, how many shares of Castlight Class B common stock you purchased during the relevant period, and when you bought and sold them.

For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Class Counsel conferred with their damages consultants, and the Plan of Allocation reflects an assessment of damages that they believe could have been recovered had Plaintiffs prevailed at trial.

In the unlikely event that there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.

The calculation of claims below is not an estimate of the amount you will receive. It is a formula for allocating the Net Settlement Fund among all Authorized Claimants. Furthermore, if any of the formulas set forth below yield an amount less than $0.00, the claim per share is $0.00. A claim will be calculated as follows:

Claims for the March 14, 20141nitial Public Offering

Initial Public Offering Price:

Closing price on the date the lawsuit was filed 3 :

$16.00 per share

$7.68 per share

For shares of Castlight Class B common stock purchased pursuant or traceable to the Company's Registration Statement dated March 14, 2014, through and including September 10, 2014, and

1) sold prior to April 2, 2015, the claim per share is the lesser of (i) the purchase price per share less the sales price per share, or (ii) $16.00 less the sales price per share.

2) retained at the close of trading on April 1, 2015, or, sold on or after April 2, 2015, the claim per share is the least of (i) the purchase price per share less $7 .68, or (ii) the purchase price less the sales price per share, or (iii) $16.00 less $7 .68.

In the event a Class Member has more than one purchase or sale of Castlight Class B common stock during the Class Period, all purchases and sales within the Class Period shall be matched on a First-In, FirstOut ("FIFO") basis. Class Period sales will be matched against purchases in chronological order, beginning with the earliest purchase made during the Class Period.

A purchase or sale of Castlight common stock shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. All purchase and sale prices shall exclude any fees and commissions. The receipt or grant by gift, devise, or operation of law of Castlight Class B common

2 "Previously Named Defendants" means Venrock Partners V, L.P., Allen & Company LLC, Stifel, Nicolaus & Company, Incorporated, Canaccord Genuity Inc., and Raymond James & Associates, Inc. 3 The initial class action complaint was filed on April2, 2015.

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stock during the Class Period shall not be deemed a purchase or sale of Castlight Class B common stock for the calculation of a claimant's recognized claim nor shall it be deemed an assignment of any claim relating to the purchase of such shares unless specifically provided in the instrument of gift or assignment. The receipt of Castlight Class B common stock during the Class Period in exchange for securities of any other corporation or entity shall not be deemed a purchase or sale of Castlight Class B common stock.

With respect to Castlight Class B common stock purchased or sold through the exercise of an option, the purchase/sale date of the Class B common stock is the exercise date of the option and the purchase/sale price of the stock is the exercise price of the option. Any recognized claim arising from purchases of Castlight Class B common stock acquired during the Class Period through the exercise of an option on Castlight Class B common stock shall be computed as provided for other purchases of Castlight Class B common stock in the Plan of Allocation.

The total of all profits shall be subtracted from the total of all losses from transactions during the Class Period to determine if a Class Member has a recognized claim. Only if a Class Member had a net market loss, after all profits from transactions in Castlight Class B common stock during the Class Period are subtracted from all losses, will such Class Member be eligible to receive a distribution from the Net Settlement Fund. Shares held as of the beginning of the Class Period will be excluded for purposes of calculating a market gain or loss.

If an Authorized Claimant has an overall market gain, the recognized claim for that Authorized Claimant will be $0.00. If an Authorized Claimant has an overall market loss, that Authorized Claimant's recognized claim will be limited to the amount of total market loss. The Claims Administrator shall allocate to each Authorized Claimant a pro rata share of the Net Settlement Fund based on his, her, or its recognized claim as compared to the total recognized claims of all Authorized Claimants. No distribution shall be made to Authorized Claimants who would otherwise receive a distribution of less than $10.00.

If there is any balance remaining in the Net Settlement Fund after at least six (6) months from the initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or otherwise), Class Counsel shall, if feasible, reallocate such balance among Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated until the balance remaining in the Net Settlement Fund is no longer feasible to distribute to Class Members. Thereafter, any balance which still remains in the Net Settlement Fund shall be donated to Bay Area Legal Aid.

The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member on equitable grounds.

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person shall have any claim against Plaintiffs, Plaintiffs' Counsel, any Claims Administrator, any other Person designated by Plaintiffs' Counsel, or any of the Released Parties based on the distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of any judgment entered and the releases given.

DO I NEED TO CONTACT PLAINTIFFS' COUNSEL IN ORDER TO PARTICIPATE IN DISTRIBUTION OF THE SETTLEMENT FUND?

No. If you have received this Notice and timely submit your Proof of Claim to the designated address, you need not contact Plaintiffs' Counsel. If you did not receive this Notice but believe you should have, or if your address changes, please contact the Claims Administrator at:

Castlight Shareholder Litigation Claims Administrator c/o Gilardi & Co. LLC

P.O. Box 30223 College Station, TX 77842-3223

Phone: 1-844-848-1253 www.castlightshareholderlitigation.com

THERE WILL BE NO PAYMENTS IF THE STIPULATION IS TERMINATED

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The Stipulation may be terminated under several circumstances outlined in it. If the Stipulation is terminated, the Litigation will proceed as if the Stipulation had not been entered into.

WHAT ARE THE REASONS FOR SETTLEMENT?

The Court has not reached any final decisions in connection with Plaintiffs' claims against Defendants. Instead, Plaintiffs and Defendants have agreed to this Settlement, which was reached with the substantial assistance of the Han. Layn R. Phillips (Ret.), a highly experienced mediator of complex class actions. In reaching the Settlement, the Settling Parties have avoided the cost, delay, and uncertainty of further litigation.

As in any litigation, Plaintiffs and the Class would face an uncertain outcome if they did not agree to the Settlement. The Settling Parties expected that the case could continue for a lengthy period of time and that if Plaintiffs succeeded, Defendants would file appeals that would postpone final resolution of the case. Continuation of the case against Defendants could result in a judgment greater than this Settlement. Conversely, continuing the case could result in no recovery at all or a recovery that is less than the amount of the Settlement.

Plaintiffs and Plaintiffs' Counsel believe that this Settlement is fair and reasonable to the Members of the Class. They have reae<hed this conclusion for several reasons. Specifically, if the Settlement is approved, the Class will receive a certain and significant monetary recovery. Additionally, Plaintiffs' Counsel believe that the significant and immediate benefits of the Settlement, when weighed against the significant risk, delay, and uncertainty of continued litigation, are an excellent result for the Class.

WHO REPRESENTS THE CLASS?

The Court appointed the law firms of Robbins Geller Rudman & Dowd LLP and Labaton Sucharow LLP to represent you and other Class Members. These lawyers are called Class Counsel. These lawyers will apply to the Court for payment of attorneys' fees and expenses from the Settlement Fund; you will not be otherwise charged for their work. If you want to be represented by your own lawyer, you may hire one at your own expense.

HOW WILL THE PLAINTIFFS' LAWYERS BE PAID?

Class Counsel will file a motion for an award of attorneys' fees and expenses that will be considered at the Settlement Fairness Hearing. Class Counsel will apply for an award of 30% of the Settlement Fund, plus payment of expenses incurred in connection with the Litigation in an amount not to exceed $150,000. In addition, each of the Plaintiffs may seek payment of up to $2,500 for their time and expenses incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys' fees and expenses requested will be the only payment to Plaintiffs' Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Plaintiffs' Counsel have committed significant time and expenses in litigating this case for the benefit of the Class. To date, Plaintiffs' Counsel have not been paid for their services in conducting this Litigation on behalf of the Plaintiffs and the Class, or for their expenses. The fee requested will compensate Plaintiffs' Counsel for their work in achieving the Settlement. The Court will decide what constitutes a reasonable fee award and may award less than the amounts requested by Class Counsel.

CAN I EXCLUDE MYSELF FROM THE SETTLEMENT?

If you want to keep the right to sue or continue to sue Defendants on your own about the legal issues in this case, then you must take steps to get out of the Class. This is called excluding yourself from, or "opting out" of, the Class.

5

To exclude yourself from the Class, you must send a letter by mail saying that you want to be excluded from the Class in the following action: In re Castlight Health, Inc. Shareholder Litigation, Lead Case No. CIV533203. You must include your name, address, telephone number, and sign the letter. You should also include the number of shares of Castlight common stock you purchased during the Class Period. Your exclusion request must be postmarked no later than October 7, 2016 and sent to the Claims Administrator at:

Castlight Shareholder Litigation EXCLUSIONS

Claims Administrator c/o Gilardi & Co. LLC

3301 Kerner Blvd. San Rafael, CA 94901

You cannot exclude yourself by phone or by e-mail. If you make a proper requestforexclusion, you will not receive a Settlement payment, and you cannot object to the Settlement. If you make a proper request for exclusion, you will not be legally bound by anything that happens in this lawsuit.

CAN I OBJECT TO THE SETTLEMENT, THE REQUESTED ATTORNEYS' FEES AND EXPENSES, THE REQUESTED PAYMENT OF COSTS AND EXPENSES

TO PLAINTIFFS AND/OR THE PLAN OF ALLOCATION?

Yes. If you are a Class Member, you may object to the terms of the Settlement. Whether or not you object to the terms of the Settlement, you may also object to the requested attorneys' fees, costs, and expenses, the payment to Plaintiffs for their time and expenses, and/or the Plan of Allocation. In order for any objection to be considered, you must file a written statement, accompanied by proof of Class membership, with the Court, and send a copy to Class Counsel by October 7, 2016. The Court's address is Superior Court of San Mateo, Hall of Justice and Records, 400 County Center, Redwood City, CA 94063, and Class Counsel's addresses are Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, c/o Jeffrey D. Light; and Labaton Sucharow LLP, 140 Broadway, New York, NY 10005, c/o Jonathan Gardner. Attendance at the Settlement Fairness Hearing is not necessary; however, persons wishing to be heard orally at the Settlement Fairness Hearing are required to indicate in their written objection their intention to appear at the hearing and identify any witnesses they may call to testify and exhibits, if any, they intend to introduce into evidence.

WHAT IS THE DIFFERENCE BETWEEN OBJECTING AND EXCLUDING MYSELF FROM THE SETTLEMENT?

Objecting is telling the Court that you do not like something about the proposed Settlement, the Plan of Allocation, Class Counsel's request for an award of attorneys' fees and expenses, or payment to Plaintiffs for their time and expenses in representing the Class. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer applies to you.

HOW CAN I GET A PAYMENT?

In order to qualify for a payment, you must submit a Proof of Claim. A Proof of Claim is enclosed with this Notice or it may be downloaded at www.castlightshareholderlitigation.com. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked (if mailed) or received (if filed electronically) no later than November 1, 2016. The claim form may be submitted online at www.castlightshareholderlitigation.com. If you do not submit a valid Proof of Claim with all of the required information, you will not receive a payment from the Net Settlement Fund; however, unless you expressly exclude yourself from the Class as described above, you will still be bound in all other respects by the Settlement, the Judgment, and the releases contained in them.

WHAT CLAIMS WILL BE RELEASED BY THE SETTLEMENT?

Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in this case or about issues that could have been asserted in this case. It also means that all ofthe Court's orders will apply to you and legally bind you and you will release your Released Claims in this case against Defendants, the

6

Previously Named Defendants4, and their respective Related Persons (collectively, the "Released Parties").

"Released Claims" shall collectively mean any and all claims (including "Unknown Claims" as defined in paragraph 1.29 of the Stipulation) against any of the Released Parties, arising out of, relating to, or in connection with both (i) the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions, which were or could have been alleged in the Litigation, and (ii) the purchase, acquisition, or holding of Castlight Class B common stock pursuant or traceable to the Registration Statement issued in connection with Castlight's March 14, 2014 initial public offering on or before September 10, 2014 (except for claims to enforce the Settlement).

"Related Persons" means with respect to each Defendant and Previously Named Defendant, its/his present, former and future (i) parents, subsidiaries, affiliates, predecessors, successors, joint venturers and assigns, and (ii) each of their respective officers, directors, employees, partners, controlling shareholders, principals, trustees, attorneys, auditors, accountants, investment bankers, underwriters, consultants, agents, insurers, re-insurers, spouses, estates, related or affiliated entities, any entity in which a Defendant or Previously Named Defendant has a controlling interest, any members of any Individual Defendant's immediate family, any trust of which any Individual Defendant is the settlor or which is for the benefit of any Defendant and/or member(s) of his family, and each of the heirs, executors, administrators, predecessors, successors, and assigns of the foregoing.

THE SETTLEMENT FAIRNESS HEARING

The Court will hold a Settlement Fairness Hearing on October 28, 2016, at 9:00a.m., before the Honorable Marie S. Weiner at the Superior Court of California, County of San Mateo, Department 2, Courtroom 2E, 400 County Center, Redwood City, CA 94063, for the purpose of determining whether: (1) the Settlement of the Litigation for $9,500,000 in cash should be approved by the Court as fair, reasonable, and adequate; (2) to award Plaintiffs' Counsel attorneys' fees and expenses out of the Settlement Fund; (3) to pay Plaintiffs for their time and expenses they incurred in representing the Class out of the Settlement Fund; and (4) the Plan of Allocation should be approved by the Court. The Court may adjourn or continue the Settlement Fairness Hearing without further notice to Members of the Class.

Any Class Member may appear at the Settlement Fairness Hearing and be heard on any of the foregoing matters; provided, however, that no such person shall be heard unless his, her, or its objection is made in writing and is filed, together with proof of membership in the Class and with copies of all other papers and briefs to be submitted by him, her, or it to the Court at the Settlement Fairness Hearing, with the Court no later than October 7, 2016, and showing proof of service on the following counsel:

Jeffrey D. Light ROBBINS GELLER RUDMAN

& DOWD LLP 655 West Broadway, Suite 1900 San Diego, CA 92101

Jonathan Gardner LABATON SUCHAROW LLP 140 Broadway New York, NY 10005

Unless otherwise directed by the Court, any Class Member who does not make his, her, or its objection in the manner provided shall be deemed to have waived all objections to this Settlement and shall be foreclosed from raising (in this proceeding or on any appeal) any objection to the Settlement, and any untimely objection shall be barred.

4 "Previously Named Defendants" means Venrock Partners V, L.P., Allen & Company LLC, Stifel Nicolaus & Company, Incorporated, Canaccord Genuity Inc., and Raymond James & Associates, Inc.

7

HOW DO I OBTAIN ADDITIONAL INFORMATION?

This Notice contains only a summary of the terms of the proposed Settlement. The records in this Litigation may be examined and copied at any time during regular office hours, and subject to customary copying fees, at the Clerk of the Superior Court of California, County of San Mateo. In addition, all of the Settlement documents, including the Stipulation, this Notice, the Proof of Claim, and proposed Judgment may be obtained by contacting the Claims Administrator at:



Phone: 1-844-848-1253 www.castlightshareholderlitigation.com

In addition, you may contact Rick Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900; or Nicole Zeiss, Settlement Counsel, Labaton Sucharow LLP, 140 Broadway, New York, NY 10005, 1-888-219-6877, if you have any questions about the Litigation or the Settlement.

DO NOT WRITE TO OR TELEPHONE THE COURT FOR INFORMATION

SPECIAL NOTICE TO BANKS, BROKERS, AND OTHER NOMINEES

If you hold any Castlight Class B common stock purchased between March 14, 2014 and September 10, 2014, as a nominee for a beneficial owner, then, within ten (1 0) days after you receive this Notice, you must either: (1) send a copy of this Notice by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator:



If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

DATED: August 3, 2016

8

BY ORDER OF THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO HONORABLE MARIE S. WEINER

Exhibit B


In re CAST LIGHT HEALTH, INC. SHAREHOLDER ) LITIGATION )


CLASS ACTION ) ~~--~~~~~---------)

Assigned for All Purposes to the Honorable MarieS. Weiner This Document Relates To:

ALL ACTIONS.

) ) ) )

Dept. 2 Date Action Filed: 04/02/15

PROOF OF CLAIM AND RELEASE

I. GENERAL INSTRUCTIONS

1. To recover as a Class Member based on your claims in the action entitled In re Castlight Health, Inc. Shareholder Litigation, Lead Case No. CIV533203 (the "Litigation"), you must complete and, on page 6 hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed settlement.

2. Submission of this Proof of Claim, however, does not assure that you will share in the proceeds of the settlement of the Litigation.

3. YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIIVI, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, ON OR BEFORE NOVEMBER 1, 2016, ADDRESSED AS FOLLOWS:



online submissions: www.castlightshareholderlitigation.com

If you are NOT a Class Member, as defined in the Notice of Proposed Settlement of Class Action ("Notice"), DO NOT submit a Proof of Claim.

4. If you are a Class Member and you did not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

II. CLAIMANT IDENTIFICATION

If you purchased Castlight Health, Inc. ("Castlight" or the "Company") Class B common stock pursuant or traceable to the Registration Statement issued in connection with Castlight's March 14, 2014 initial public offering ("IPO"), through and including September 10,2014, and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased Castlight Class B common stock pursuant or traceable to Castlight's IPO on March 14, 2014 through and including September 10, 2014, and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.

Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of the Castlight common stock which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BEI\JEFICIAL PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OF THE CASTLIGHT CLASS B COMMON STOCK UPON WHICH THIS CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

Ill. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in Castlight Class B Common Stock" to supply all required details of your transaction(s ). If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

On the schedules, provide all of the requested information with respect to all of your purchases of Castlight Class B common stock which took place pursuant or traceable to Castlight's IPO on March 14, 2014 through and including September 1 0, 2014 (the "Class Period"), and all of your sales of Castlight Class B common stock which took place during the period March 14, 2014 through and including the date you submit your Proof of Claim, whether such transactions resulted in a profit or a loss. You must also provide all of the requested information with respect to all of the shares of Castlight Class B common stock you held at the close of trading on April 1, 2015. Failure to report all such transactions may result in the rejection of your claim.

List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list.

The date of covering a "short sale" is deemed to be the date of purchase of Castlight Class B common stock. The date of a "short sale" is deemed to be the date of sale of Castlight Class B common stock.

COPIES OF BROKER CONFIRMATIONS OR OTHER DOCUMENTATION OF YOUR TRANSACTIONS IN CASTLIGHT CLASS B COMMON STOCK SHOULD BE ATTACHED TO YOUR CLAIM. FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY VERIFICATION OF YOUR CLAIM OR RESULT IN REJECTION OF YOUR CLAIM.

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at 1-844-848-1253 to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data.

2

i I I

II II Must Be Postmarked (if Mailed) or Received (if Submitted Online) No Later Than November 1, 2016

Official Office Use Only


In re Castlight Health, Inc. Shareholder Litigation


PROOF OF CLAIM AND RELEASE

Please Type or Print in the Boxes Below Do NOT use Red Ink, Pencil, or Staples

CLE

~

......---PART 1: CLAIMANT IDENTIFICATION-----------------------. Last Name M.l. First Name

D 11111111 Last Name (Co-Beneficial Owner) M.l. First Name (Co-Beneficial Owner)

I I I I I I I I I I I I I I I I I I 0 IRA 0 Joint Tenancy 0 Employee 0 Individual 0 Other.............,,---___,.., ___ Company Name (Beneficial Owner- If Claimant is not an Individual) or Custodian Name if an IRA (specify)

Trustee/Asset Manager/Nominee/Record Owner's Name (If Different from Beneficial Owner Listed Above)

I I I I I I I I I I I I I I I I I I I I I I I I I I

Last Four Digits of Social Security Number Taxpayer Identification Number

I I I I I or -1 I I I I Telephone Number (Alternate)

'---'----''----' -I I I 1-L__l L_______l....__'----l

Email Address

......---MAILING INFORMATION---------------------------. Address

City

I I

FOR CLAIMS PROCESSING OB ONLY '-------''------'

0 ATP 0 BE

0 KE 0 DR

0 ICI 0 EM

Ill 111111111111111111111111111111111111111111

0FL Oop 0 ME 0 RE

0 ND 0 SH

3

State

OJ

FOR CLAIMS PROCESSING ONLY

II

II REMEMBER TO ATTACH COPIES OF BROKER CONFIRMATIONS OR OTHER DOCUMENTATION OF YOUR TRANSACTIONS IN CASTLIGHT CLASS B COMMON STOCK. FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY VERIFICATION OF YOUR

CLAIM OR RESULT IN REJECTION OF YOUR CLAIM.

PART II. SCHEDULE OF TRANSACTIONS IN CASTLIGHT CLASS B COMMON STOCK

II

A. Purchases of Castlight Class B common stock (March 14, 2014- September 10, 2014, inclusive): ~---PURCHASES------------------------------------------------------------------~

Trade Date(s) of Shares (List Chronologically}

M M D D Y Y Y Y

1 . CD 'CD /IL______.l____.JL______.l____j 2. CD /CD 11._____.______.---'----' 3. CD lCD !IL______.l____.J---'----1 4. CD /CD 11._____.______.---'----' s.CD/CD/1

Number of Shares Purchased

Total Purchase Price (Excluding Commissions, Taxes and Fees). Please round off to the nearest

whole dollar.

Proof of Purchase Enclosed?

$~~~~~~~-~ $ -~ $ -~ $ -~ $ -~

OY ON OY ON OY ON OY ON OY ON

IMPORTANT: If any purchase listed covered a "short sale," please mark Yes: 0 Yes

B. Sales of Castlight Class B common stock (March 14, 2014- the date you submit your Proof of Claim): ~----SALES-----------------------------------------------------------------------.

Trade Date(s) of Shares (List Chronologically}

M M D D Y Y Y Y

1. CD /CD !l._____.______.____.l____.

2. CD /CD !l._____.______.____.l____.

3. CD lCD !.....___I ._____.______.I____. 4. CD /CD 1.....___1 ._____.______.I____. s.CD/CD/1 I

Number of Shares Sold

C. Number of shares of Castlight Class B common stock held at the close of trading on April 1, 2015:

Total Sales Price (Excluding Commissions,

Taxes and Fees). Please round off to

the nearest whole dollar.

Proof of Sales

Enclosed?

$ '------'------'----'------'------'------'----'------' • ~ $ -~ $ -~ $ -~ $ -~

OY ON OY ON OY ON OY ON OY ON

Proof Enclosed? OY ON

YOU MUST READ AND SIGN THE RELEASE ON PAGE 6. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.

II 1111111111111111111111111111111111111111111111111111111 4 II

II IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described in the Notice. I (We) also submit to the jurisdiction of the Superior Court of the State of California, County of San Mateo, with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim covering the same purchases or sales of Castlight Class 8 common stock during the relevant period and know of no other person having done so on my (our) behalf.

V. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from the Released Claims each and all of the "Released Parties," defined as each and all of the Defendants, the Previously Named Defendants, and their respective Related Persons. "Related Persons" means with respect to each Defendant and Previously Named Defendant, its/his present, former and future (i) parents, subsidiaries, affiliates, predecessors, successors, joint venturers and assigns, and (ii) each of their respective officers, directors, employees, partners, controlling shareholders, principals, trustees, attorneys, auditors, accountants, investment bankers, underwriters, consultants, agents, insurers, re-insurers, spouses, estates, related or affiliated entities, any entity in which a Defendant or Previously Named Defendant has a controlling interest, any members of any Individual Defendant's immediate family, any trust of which any Individual Defendant is the settlor or which is for the benefit of any Defendant and/or member(s) of his family, and each of the heirs, executors. administrators. predecessors, successors, and assigns of the foregoing.

2. "Released Claims" shall collectively mean any and all claims (including "Unknown Claims" as defined below) against any of the Released Parties, arising out of, relating to, or in connection with both (i) the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions, which were or could have been alleged in the Litigation, and (ii) the purchase, acquisition, or holding of Castlight Class 8 common stock pursuant or traceable to the Registration Statement issued in connection with Castlight's March 14, 2014 initial public offering on or before September 10, 2014 (except for claims to enforce the settlement).

3. "Unknown Claims" means any Released Claims that any Plaintiff or Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Parties which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Parties, or might have affected his, her, or its decision(s) with respect to the settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by California Civil Code §1542 and any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT ·rHE TIME OF EXECU1"1NG THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Plaintiffs and Class Members may hereafter discover facts in addition to or different from those that any of them now knows or believes to be true related to the subject matter of the Released Claims, but Plaintiffs shall expressly and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Settling Parties acknowledge, and Plaintiffs and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims was separately bargained for and is a key element of the settlement of which these releases are a part.

4. I {We) hereby warrant and represent that I {we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

5. I (We) hereby warrant and represent that I (we) have included information about all of my {our) transactions in Castlight Class 8 common stock which occurred during the relevant period as well as the number of shares of Castlight Class 8 common stock held by me (us) at the close of trading on April1, 2015.

Ill 111111111111111111111111111111111111111111 5 II

II II I (We) declare under penalty of pe~ury under the laws of the United States of America that all of the foregoing information

supplied on this Proof of Claim by the undersigned is true and correct.

Executed this _______ day of ____________ in----------------------------(Month/Year) (City/State/Country)

(Sign your name here) (Sign your name here)

(Type or print your name here) (Type or print your name here)

(Capacity of person(s) signing, e.g., (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator) Beneficial Purchaser, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. If this claim is being made on behalf of Joint Claimants, then both must sign.

6. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested.

3. Remember to attach copies of supporting documentation, if available.

7. If you move, please send your new address to the address below.

4. Do not send originals of certificates or other documentation as they will not be returned.

8. Do not use red pen or highlighter on the Proof of Claim or supporting documentation.

5. Keep a copy of your claim form and all supporting documentation for your records.

THIS PROOF OF CLAIM MUST BE SUBMITTED ONLINE OR MAILED NO LATER THAN NOVEMBER 1, 2016, ADDRESSED AS FOLLOWS:

II 11111111111111111111111111111111



online submissions: www.castlightshareholderlitigation.com

11111111111 6 II

Exhibit C

3301 Kerner Blvd. San Rafael, CA 9490 I P: (415)461-0410 F: (415) 461-0412

«FirstName» «LastName» «Company» «Addrl» «Addr2» South Bend, IN 4660 I «FCountry»

Re: Castlight Shareholder Litigation

Dear «GENDER» «LastName»:

August 4, 2016

Please find enclosed the Notice of Proposed Settlement of Class Action ("Notice") and Proof of Claim for the above referenced litigation. Please note both the Class Period and the designated eligible securities described on page one of the Notice, specifically the inclusion of all persons or entities that purchased the Castlight Health, Inc. ("Castlight") Class B common stock pursuant or traceable to the Registration Statement issued in connection with the Company's March 14, 2014 Initial Public Offering ("IPO") on or before September 10, 2014. In addition, the Notice provides that the exclusion deadline is October 7, 2016, and that the claim filing deadline is November 1, 2016.

Please pay particular attention to the "Special Notice to Banks, Brokers and Other Nominees" on page eight of the Notice. Please do not make your own copies of the Proof of Claim, as copies may not be accepted for processing. Additional copies of the appropriate documents may be requested by contacting us at the above address and/or phone number.

If we conduct the necessary mailing on your behalf, please submit names and addresses either via email to [email protected], via CD Rom to the above address or contact ( 415) 458-3015 to obtain secure FTP transmission instructions. Mailing labels will be accepted, but you may be requested to provide an additional copy of the address information you send. Do not include any confidential information that should not appear on a mailing label.

The data provided must be in one of the following formats: • ASCII Fixed Length file • ASCII Tab Delimited file • Microsoft Excel spreadsheet

Your request must also specifY the case name and Control Total(s) (for example, the total number of name and address records provided) for each file submission.

Ifyou have any questions, please call (415) 458-3015.

Sincerely,

Gilardi and Company, LLC

Exhibit D

Declaration of Publication

I, Dominic Campodonico, as Project Manager, legal Notification Services at Gilardi & Co. LLC,

a KCC Class Action Services Company in San Rafael, California, hereby certify that I caused

the attached notice to be printed in said publication on August 11, 2016:

Name of Publication: The Wall Street Journal

Address: 1211 Avenue of the Americas

City, State, Zip New York, NY, 10036

Phone #: 1-800-568-7625

State of: New York

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 2nd

day of September 2016, at San Rafael, California.

Dominic Campodonico

~1: CLASS ACTIONS


In re CASTLIGHT HEALTH, INC. SHAREHOLDER LITIGATION ) Lead Case No. CIV533203

CLASS ACTION

This Document Relates To:

ALL ACTIONS.

Assigned for All Purposes to the Honorable Marie S. Weiner Dept.2 Date Action Filed: 04/02/15

SUMMARY NOTICE OF PROPOSED SETILEMENT OF CLASS ACTION TO: ALL PERSONS OR ENTITlES ("PERSONS") THAT PURCHASED CASTLIGHT HEALTH, INC. ("CASTLIGifT"

OR THE "COMPANY") CLASS B COMMON STOC~ PURSUANT OR TRACEABLE TO THE COMPANY'S REGISTRATION STATEMENT IN CONNECTION WITII THE COMPANY'S MARCH 14, 2014 INITIAL PUBLIC OFFERI'NG ON OR BEFORE SEPTEMBER 10,2014

TIUS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.

YOU ARE HEREBY NOTIFIED that a hearlna will be held on October 28, 2016, at 9:00 a.m., before the Honorable Marie S. Weiner at the Superior Court of California, County of Sao Mateo, Department 2, Courtroom 2E, 400 County Center, Redwood City, CA 94063, to determine whether: (I) the proposed oettlement as set forth in the Stipulation of Settlement dated June 2, 2016 ("Stipulation·"") of the abovecaptioned action ("Litigation") for $9,500,000 in cash should he approved by the Court as fair, reasonable, and adequate; (2) to award Plaintiffs· Counsel attorneys' fees and expenses out of the Settlement Fund (as defined in the No1ice of Proposed Settlement of Class Action ("Notice"), which is diseussed below); (3) to pay Plaintiffs for their time and expenses thCy incurred in representing the Class in tills litigation out of the Settlement Fund; and (4) tl".e Plan of Allocation should be approved by the Court as fair, reasonable, and adequate.

This litigation is a securities class action brought on behalf of those Persons wbo purchased the Class B common stock ofCastlight pursuant or tnoceable to the Registratio'IStatemeot issued in connection with the Company's March 14, 2014 initial public offering ("!PO") on or before September 10, 2014 ("Class Meinbers"), against Castlight, ceflain of its key executives and directors, and underwriters ofCasllight's !PO (collectively, "Defendants") for allegedly misstating and omitting material facts from the Registration Statement filed with the SEC in connection with the !PO, including, among other things: allegedly failing to disclose in the Registrati.on Statement that, at the time of the 11'0, Castlight was experiencing implementation delays, increased expenses and ipability to maintain pricing on its principal product Defendants deny aU of Plaintiffs' allegations. ~

IF YOU PURCHASED CASTLIGHT CLASS B COMMON STOCK PURSUANT OR TRACEABLE TO THE COMPANY'S REGISTRATION STATEMENT- FILED WITH THE SEC IN CONNECTION WITH THE COMPANY'S MARCH 14, 2014 !PO ON OR BEFORE SEPTEMBER 10, 2014, YOUR RIGHTS WILL BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION.

To share in the distribution of the Net Settlement Fund, you must submit a Proof of Claint by maU (postmarked no later than November I, 2016) or elec:troalcaUy no later tban November I, 2016. Your failure to submit your Proof of Claim by November I, 2016, will subject your claim to rejection and preclude your receiving any of tbe recovery in connection witb the settlement of this Litigation. If you are a Member of the Class and do not request exclusion, you will be hound by the settlement aDd any judgment and release entered in the Litigalion, including. but not limited to, the Judgment, whether or not you submit a Proof of Claim. ·

If you bave not received a copy ofthe Notice, which more eompletely describes the settlement and your rights thereunder (including your right to object to the settJement or exclude yourself from the Class), and a Proof.ofClaim form, you may obtain these documents, as well as a copy oftbe Stipulation (which, among otber things, contains definitions for the defined terms used in this Summary Notice) and otbcr settlement documents, online at www.castlightsharcholderlitigation.com, or by v.'liting to:

Casllight Shareholder Litigation Claims Administrator c/o Gilardi & Co. LLC


Pbonc: 1-844-848-1253 Inquiries should NOT be directed to Defendants, the Court~ or the Clerk of the Court. Inquiries may also be made to a representative

of Class Counsel: ROBBINS GELLER RUDMAN

&DOWDLLP Shareholder Relations Rick Nelson 655 West Broadway, Suite 1900 Son Diego, CA 92101 Phone: 1-800-449-4900

LABATON SUCHAROW LLP Nicole Zeiss Settlement Counsel 140 Broadway New .York, NY 10005 Phone: 1-888-219-6877

IF YOU DESIRE TO BE EXCLUDED FROM THE CLASS, YOU MUST SUBMIT A REQUEST FOR EXCLUSION SUCH THAT IT IS POSTMARKED NO LATER TIIAN OCTOBER 7, 2016, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. ALL MEMBERS OF THE CLASS WHO HAVE NOT REQUESTED EXCLUSION FROM THE CLASS WILL BE BOUND BY THE SETTLEMENT ENTERED IN THE LITIGATION EVEN IF THEY DO NOT FILE A TIMELY PROOF OF CLAIM.

IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGIIT TO OBJECT TO THE SETTLEMENT, THE PLAN OF ALLOCATION, THE REQUEST BY PLAINTIFFS' COUNSEL FOR AN AWARD OF ATTORNEYS" FEES AND EXPENSES, AND/OR THE PAYMENT TO PLAINTIFFS FOR THEIR TIME AND EXPENSES. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO CLASS COUNSEL BY OCTOBER 7, 2016, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE.

DATED: August 3, 2016 BY ORDER OF THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN MATEO HONORABLE MARIES. WEINER

..

AFFIDAVIT

STATE OF TEXAS ) ) ss:

CITY AND COUNTY OF DALLAS)

I, Jeb Smith, being duly sworn, depose and say that I am the Advertising Clerk of the Publisher

of THE WALL STREET JOURNAL, a daily national newspaper of general circulation throughout

the United States, Asia and Europe, and that the notice attached to this Affidavit has been regularly

published in THE WALL STREET JOURNAL for National distribution for

1 insertion(s) on the following date(s):

AUG-11-2016;

ADVERTISER: CASTLIGHT HEALTH, INC.;

and that the foregoing statements are true and correct to the best of my knowledge.

Sworn to before me this 11 day of August 2016

e ANDREW PATRICK JOHNSON Notary Public

STATE OF TEXAs My Comm. Exp. Mar 01 2017

Declaration of Publication

I, Dominic Campodonico, as Project Manager, Legal Notification Services at Gilardi & Co. LLC,

a KCC Class Action Services Company in San Rafael, California, hereby certify that I caused

the attached notice to be published as a press release by the following wire service:

Name of Publication: PR Newswire

Address: 303 Second Street, glh Floor

City, State, Zip San Francisco, CA 94107

Phone#: 866-732-1382

State of: California

The press release was distributed on August 11, 2016 to the following media circuits offered by

the above-referenced wire service:

1. US1 National Newsline

I declare under penalty of perjury that the foregoing is true and correct. Executed on this 2nd

day of September 2016, at San Rafael, California.

~ Dominic Campodonico

(/)

AUG 11. 2016.11:30 ET

News provided by Robbins Geller Rudman & Dowd LLP and La baton Sucharow LLP ~ (http://www.prnewswire.com/news/robbins+geller+rudman+%27and%27+dowd+llp+and+labaton+sucharow+llp)

f 'J1 8· in e l(jl

Robbins Geller Rudman & Dowd LLP and Labaton Sucharow LLP Announce Proposed Settlement of Castlight Health, Inc. Shareholder Litigation

REDWOOD CITY. Calif .. Aug.ll, 2016/PRNewswire/ --The following statement is being issued by Robbins Geller Rudman & Dowd

LLP and Labaton Sucharow LLP regarding the Castlight Health. Inc. Shareholder Litigation:


COUNTY OF SAN MATEO

In re CASTLIGHT HEALTH, INC. ) Lead Case No. CIV533203

SHAREHOLDER LITIGATION ) CLASS ACTION

) Assigned for AI Purposes to the

This Document Relates To: ) Honorable Marie s. Weiner

ALL ACTIONS. Dept. 2

Date Action Filed: 04102/15

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS OR ENTITIES ("PERSONS") THAT PURCHASED CASTLIGHT HEALTH, INC. ("CASTLIGHT" OR THE

"COMPANY") CLASS B COMMON STOCK PURSUANT OR TRACEABLE TO THE COMPANY'S REGISTRATION STATEMENT

IN CONNECTION WITH THE COMPANY'S MARCH 14, 20141NITIAL PUBLIC OFFERING ON OR BEFORE SEPTEMBER 10,

2014

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS NOTICE

CAREFULLY AND IN ITS ENTIRETY.

YOU ARE HEREBY NOTIFIED that a hearing will be held on October 28, 2016, at 9:00a.m., before the Honorable Marie S.

Weiner at the Superior Court of California, County of San Mateo, Department 2. Courtroom 2E. 400 County Center. Redwood City,

CA 94063. to determine whether: (1) the proposed settlement as set forth in the Stipulation of Settlement dated June 2. 2016

("Stipulation") of the above-captioned action ("Litigation") for $9.500,000 in cash should be approved by the Court as fair,

reasonable. and adequate; (2) to award Plaintiffs' Counsel attorneys' fees and expenses out of the Settlement Fund (as defined in

.the Notice of Proposed Settlement of Class Action ("Notice"), which is discussed below): (3) to pay Plaintiffs for their tim~ and

expen~~ they incurred 1n representing the Class in this Litigation out of the Settlement Fund: and (4) the Plan of Allocatidn Q should be approved by the Court as fair. reasonable. and adequate.

This Litigation is a securities class action brought on behalf of those Persons who purchased the Class B common stock of

Cast light pursuant or traceable to the Registration Statement issued in connection with the Company's March 14, 2014 initial

public offering ("IPO") on or before September 10,2014 ("Class Members"). against Castlight. certain of its key executives and

directors. and underwriters of Castlight's IPO (collectively, "Defendants") for allegedly misstating and omitting material facts

from the Registration Statement filed with the SEC in connection with the I PO, including, among other things: allegedly failing to

disclose in the Registration Statement that, at the time of the I PO, Castlight was experiencing implementation delays, increased

expenses and inability to maintain pricing on its principal product. Defendants deny all of Plaintiffs' allegations.

IF YOU PURCHASED CASTLIGHT CLASS B COMMON STOCK PURSUANT OR TRACEABLE TO THE COMPANY'S REGISTRATION

STATEMENT FILED WITH THE SEC IN CONNECTION WITH THE COMPANY'S MARCH 14,2014 IPO ON OR BEFORE

SEPTEMBER 10,2014, YOUR RIGHTS WILL BE AFFECTED BY THE SETILEMENT OF THIS LITIGATION.

To share in the distribution of the Net Settlement Fund. you must submit a Proof of Claim by mail (postmarked no later than

November 1, 2016) or electronically no later than November 1, 2016. Your failure to submit your Proof of Claim by November

1. 2016, will subject your claim to rejection and preclude your receiving any of the recovery in connection with the settlement of

this Litigation. If you are a Member of the Class and do not request exclusion. you will be bound by the settlement and any

judgment and release entered in the Litigation, including, but not limited to, the Judgment, whether or not you submit a Proof of

Claim.

If you have not received a copy of the Notice, which more completely describes the settlement and your rights thereunder

(including your right to object to the settlement or exclude yourself from the Class). and a Proof of Claim form. you may obtain

these documents. as well as a copy of the Stipulation (which. among other things, contains definitions for the defined terms used

in this Summary Notice) and other settlement documents. online at www.castlightshareholderlitigation.com

(http://www.castlightshareholderlitigation.com). or by writing to:

Castlight Shareholder Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 30223

College Station. TX 77842-3223

Phone: 1-844-848-1253

Inquiries should NOT be directed to Defendants. the Court. or the Clerk of the Court. Inquiries may also be made to a

representative of Class Counsel:

ROBBINS GELLER RUDMAN LABATON SUCHAROW LLP

& DOWD LLP Nicole Zeiss

Shareholder Relations Settlement Counsel

Rick Nelson 140 Broadway

655 West Broadway, Su~e 1900 New York, NY 10005

San Diego, CA 92101 Phone: 1-888-219.0877

Phone: 1-800-449-4900

lEYOU DESIRE TO BE EXCLUDED FROM THE CLASS, YOU MUST SUBMIT A REQUEST FOR EXCLUSION SUCH THAT IT ISO.... ()

POST~RKEO NO LAT~R THAN OCTOBER 7, 2016, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. ALL MEMBERS"'

OF THE CLASS WHO HAVE NOT REQUESTED EXCLUSION FROM THE CLASS WILL BE BOUND BY THE SETTLEMENT ENTERED

IN THE LITIGATION EVEN IF THEY DO NOT FILE A TIMELY PROOF OF CLAIM.

IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE SETTLEMENT, THE PLAN OF ALLOCATION, THE

REQUEST BY PLAINTIFFS' COUNSEL FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES, AND/OR THE PAYMENT TO

PLAINTIFFS FOR THEIR TIME AND EXPENSES. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO CLASS

COUNSEL BY OCTOBER 7, 2016,1N THE MANNER AND FORM EXPLAINED IN THE NOTICE.

DATED: August 3, 2016 BY ORDER OF THE SUPERIOR COURT OF CALIFORNIA. COUNTY OF SAN MATEO

HONORABLE MARIE S. WEINER

SOURCE Robbins Geller Rudman & Dowd LLP and Labaton Sucharow LLP

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EXHIBIT 13

1 ROBBINS GELLER RUDMAN &DOWDLLP

2 SHAWN A. WILLIAMS (213113) Post Montgomery Center

3 One Montgomery Street Suite 1800 San Francisco. CA 94104

4 Telephone: 415/288-4545 415/288-4534 (fax)

5 -and-JAMES I. JACONETTE 079565)

6 JEFFREY D. LIGHT (159515) 655 West Broadway, Suite 1900

7 San Diego, CA 92101-8498 Telephone: 619/231-1058

8 619/231-7423 (fax)

9 Class Counsel for Plaintiffs

10

LABATON SUCHAROW LLP JONATHAN GARDNER GUILLAUME BUELL 140 BroadwaY. 34th Floor New York. NY 10005 Telephone: 212/907-0700 212/818-0477 (fax)


COUNTY OF SAN MATEO

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14 In re CASTLIGHT HEALTH, INC. ) Lead Case No. CIV533203

15 SHAREHOLDER LITIGATION ) ____________________________ ) CLASSACTION

16 This Document Relates To:

)

17 ALL ACTIONS. ) Assigned for All Purposes to the ) Honorable MarieS. Weiner )

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____________________________ ) DECLARATION OF ROBERT E. JONES ON BEHALF OF OKLAHOMA FIREFIGHTERS PENSION AND RETIREMENT SYSTEM IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF SETTLEMENT

DATE: October 28,2016 TIME: 9:00 a.m. DEPT: 2 DATE ACTION FILED: 04/02/15

DECLARATION IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF SETTLEMENT

1 I, ROBERT E. JONES, declare as follows:

2 1. I am the Executive Director of Oklahoma Firefighters Pension and Retirement System

3 ("Oklahoma Firefighters"). I respectfully submit this declaration in support of final approval of the

4 settlement of the above-captioned action for $9.5 million (the "Settlement"). I also submit this

5

6 declaration in support of Oklahoma Firefighters' request for reimbursement of $2,500.00 for time spent

and expenses that Oklahoma Firefighters has incurred in carrying out its responsibilities to the Class. I 7

8 have personal knowledge ofthe statements herein and, if called as a witness, could competently testify

9 thereto.

10 2. Oklahoma Firefighters, as an institutional investor, has an interest in issues related to the

11 integrity of the stock market. After consultation with legal counsel, we made the decision to become

12 involved in this action as a named Plaintiff and we understood our responsibility to serve the best

13 interests of the Class.

14 3. To that end, I and other staff members consulted with counsel and engaged in meetings

15 and communications with counsel regarding the litigation; reviewed pleadings and memoranda filed by

16 Plaintiffs' counsel; produced documents to defendants and answered our counsel's questions regarding

17

18 discovery; consulted with counsel and provided input regarding litigation and settlement strategy; and

consulted with counsel regarding settlement negotiations that resulted in the Settlement. 19

20 4. Oklahoma Firefighters authorized Plaintiffs' counsel to settle this action. In making the

21 determination that the settlement represented a fair, reasonable and adequate result for the Class, we

22 weighed the substantial benefits to the Class against the significant risks and uncertainties of continued

23 litigation. After doing so, we believe that the Settlement represents a highly favorable recovery, and

24

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believe that final approval of the Settlement is in the best interest of the Class.

5. I understand the Court may make an award of reasonable costs and expenses directly

27 relating to the representation of the Class to a representative serving on behalf of the Class.

28 Accordingly, Oklahoma Firefighters is requesting the amount of $2,500 in connection with our

- 1 -DECLARATION IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF SETTLEMENT

1 representation of the Class. This request is based on the conservative estimate that Oklahoma

2 Firefighters devoted approximately fifty (50) hours to litigation related activities described above at an

3 hourly rate of $50. The hours spent on this case was time that Oklahoma Firefighters would have

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otherwise devoted to other professional activities.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 20th day

of September, 2016, at Oklahoma City, Oklahoma.

)~~~

- 2-DECLARATION IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF SETTLEMENT

EXHIBIT 14

DECL OF ROBERT KROMPHOLD IN SUPP OF PLAINTIFFS’ MOT FOR FINAL APPROVAL OF SETTLEMENT 1187336_1

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ROBBINS GELLER RUDMAN & DOWD LLP SHAWN A. WILLIAMS (213113) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax)

– and – JAMES I. JACONETTE (179565) 655 West Broadway, Suite 1900 San Diego, CA 92101-8498 Telephone: 619/231-1058 619/231-7423 (fax)




COUNTY OF SAN MATEO

In re CASTLIGHT HEALTH, INC. SHAREHOLDER LITIGATION


ALL ACTIONS.

) ) ) ) ) ) ) )


CLASS ACTION

DECLARATION OF ROBERT KROMPHOLD IN SUPPORT OF PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT

Assigned for All Purposes to the Honorable Marie S. Weiner DATE: October 28, 2016 TIME: 9:00 a.m. DEPT. 2 DATE ACTION FILED: 04/02/15

- 1 - DECL OF ROBERT KROMPHOLD IN SUPP OF PLAINTIFFS’ MOT FOR FINAL APPROVAL OF SETTLEMENT 1187336_1

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I, ROBERT KROMPHOLD, declare as follows:

1. I respectfully submit this declaration in support of final approval of the settlement of the

above-captioned action for $9.5 million (the “Settlement”). I also submit this declaration in support of

my request for reimbursement of $2,500.00 for time spent and expenses incurred in carrying out my

responsibilities to the Class. I have personal knowledge of the statements herein, and if called as a

witness, could competently testify thereto.

2. After consultation with legal counsel, I made the decision to become involved in this

action as a named Plaintiff and understood my responsibility to serve the best interests of the Class.

3. To that end, I consulted with counsel and engaged in meetings and communications

with counsel regarding the litigation; reviewed drafts of my complaint, the consolidated complaint, and

the first amended complaint filed in this action; reviewed pleadings and memoranda filed by Plaintiffs’

counsel; produced documents to defendants and answered my counsel’s questions regarding discovery;

consulted with counsel and provided input regarding litigation and settlement strategy; consulted with

counsel regarding settlement negotiations that resulted in the Settlement; and reviewed, approved and

signed the Stipulation of Settlement.

4. I authorized Plaintiffs’ counsel to settle this action. In making the determination that the

settlement represented a fair, reasonable and adequate result for the Class, I weighed the substantial

benefits to the Class against the significant risks and uncertainties of continued litigation. After doing

so, I believe that the Settlement represents a highly favorable recovery, and believe that final approval

of the Settlement is in the best interest of the Class.

5. I understand the Court may make an award of reasonable costs and expenses directly

relating to the representation of the Class to any representative serving on behalf of the Class. I am

requesting the amount of $2,500.00 in connection with my representation of the Class. This request is

based on the wnscrvHt ivc cslilntHC that T clcvorcd approxim~ncly 35 hours to litigation related activi ties

2 dest:ribed above. · ... 3

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I declare tmder penally ofpeJjury tbat the fo.rcgoing is true and correct. Executed this Q_ day

of September. 20 ! 6! at Spring I I ill, f L.

- 2 -DF:CT. OF RORRR1' KROMPHOLD lN SUPP OF PL...t\ INTIFFS~- MOT FOR FINAfJ-APPitOV .. ,-~,. OF Sln"rl,flMENT 11 R73.16 1

EXHIBIT 15

ROBBINS GELLER RUDMAN &DOWDLLP

2 SHAWN A. WILLIAMS (213113) Post Montgomery Center

3 One Montgomery Street, Suite 1800 San Francisco, CA 94104

4 Telephone: 415/288-4545 415/288-4534 (fax)

5 -and-JAMES I. JACONETTE (179565)

6 655 West Broadway, Suite 1900 San Diego, CA 92101-8498

7 Telephone: 619/231-1058 619/231-7423 (fax)



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COUNTY OF SAN MATEO

In re CASTLIGHT HEALTH, INC. 13 SHAREHOLDER LITIGATION

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ALL ACTIONS.

------------------------------

) Lead Case No. CIV533203 ) ) CLASS ACTION ) ) DECLARATION OF ROBERT SPENCER ) WRIGHT IN SUPPORT OF PLAINTIFFS' ) MOTION FOR FINAL APPROVAL OF ) SETTLEMENT

Assigned for All Purposes to the Honorable Marie S. Weiner

DATE: October 28, 2016 TIME: 9:00a.m. DEPT. 2 DATE ACTION FILED: 04/02115

DECL OF ROBERT SPENCER WRIGHT IN SUPP OF PLAINTIFFS' MOT FOR FINAL APPROVAL OF SETTLEMENT

1187340_ 1

1 I, ROBERT SPENCER WRIGHT, declare as follows:

2 1. I respectfully submit this declaration in support of final approval of the settlement of the

3 above-captioned action for $9.5 million (the "Settlement"). I also submit this declaration in support of

4 my request for reimbursement of$500.00 for time spent in carrying out my responsibilities to the Class.

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I have personal knowledge of the statements herein, and if called as a witness, could competently testify

thereto.

2. After consultation with legal counsel, I made the decision to become involved in this

9 action as a named Plaintiff, and I understood my responsibility to serve in the best interests of the Class.

10 3. To that end, I engaged in various tasks during the action, including, but not limited to:

11 (1) consulting with counsel regarding the litigation; (2) reviewing information related to the action; and

12 (3) engaging in communications concerning the litigation, settlement strategy, and settlement

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negotiations that resulted in the Settlement.

4. I authorized Plaintiffs' counsel to settle this action. In making the determination that the

16 settlement represented a fair, reasonable and adequate result for the Class, I weighed the substantial

17 benefits to the Class against the significant risks and uncertainties of continued litigation. After doing

18 so, I believe that the Settlement represents a highly favorable recovery, and believe that final approval

19 of the Settlement is in the best interest of the Class.

20 5. I understand that the Court may make an award of reasonable costs and expenses directly

21 relating to the representation of the Class to any representative serving on behalf of the Class. I am

22

23 requesting an amount of $500.00 in connection with my representation of the Class. This request is

24 based upon the estimate that I devoted numerous hours to litigation-related activities including, as

25 indicated above: ( 1) consulting with counsel regarding the litigation; (2) reviewing information related

26 to the action; and (3) engaging in communications concerning the litigation, settlement strategy, and

27 settlement negotiations that resulted in the Settlement. I am currently retired. Before I retired, I was

28 - 1 -DECL OF ROBERT SPENCER WRIGHT IN SUPP OF PLAINTIFFS' MOT FOR FINAL APPROVAL OF

SETTLEMENT 1187340_ 1

previously employed as a consultant for a software company and I made approximately $100,000 per

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I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed this 16th day of September, 2016, at Somerville, Massachusetts.

-~B~fdu9Jrr4-

- 2 -DECL OF ROBERT SPENCER WRIGHT IN SUPP OF PLAINTIFFS' MOT FOR F£NAL APPROVAL OF

SEITLEMBNT 1187340 1