X0206 3 2014-03-13 0 0001433714 CASTLIGHT HEALTH, INC. CSLT 0001131096 ATHENAHEALTH INC 311 ARSENAL STREET WATERTOWN MA 02472 0 0 1 0 Series A Preferred Stock Class A Common Stock 2000000 D Series A-1 Preferred Stock Class A Common Stock 1000000 D Series B Preferred Stock Class A Common Stock 495495 D Each share of Series A Preferred Stock, Series A-1 Preferred Stock, and Series B Preferred Stock will be automatically converted into one (1) share of Class A Common Stock immediately prior to the consummation of the Issuer's initial public offering of its Class B Common Stock ("IPO") and has no expiration date. Each share of Class A Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class B Common Stock. In addition, pursuant to the Issuer's Restated Certificate of Incorporation that will be effective upon the consummation of the IPO (the "Post-Effective Certificate"), each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon a transfer of such share of Class A Common Stock, whether or not for value, that occurs after the closing of the IPO to any transferee who is not a "Permitted Transferee," as defined in the Post-Effective Certificate. The shares of Class A Common Stock and Class B Common Stock have no expiration date. Pursuant to the Post-Effective Certificate, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding falls below twenty percent of the number of shares of Class A common stock outstanding as of the closing of the IPO, (b) the ten year anniversary of the closing of the IPO, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock. /s/ Daniel H. Orenstein, Secretary, on behalf of athenahealth, Inc. 2014-03-13