Warrant to Purchase Stock



 Exhibit 4.3 
 Confidential Treatment Requested by Extend Health, Inc. 
 THIS WARRANT AND THE
UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION
PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. 

WARRANT TO PURCHASE SHARES OF COMMON STOCK 
 of 
 EXTEND HEALTH, INC. 

Dated as of August 15, 2011 
 Void after the date specified in Section 8 
 No. 0001

 THIS CERTIFIES THAT, in connection with the execution by Extend Health, Inc. and Towers Watson
Pennsylvania Inc. of that certain Preferred Sales Referral Agreement, dated April 12, 2011 (the “Referral Agreement”), Towers Watson Pennsylvania Inc., or its registered assigns (the “Holder”), is
entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Extend Health, Inc., a Delaware corporation (the “Company”), duly authorized, validly issued, fully paid and
nonassessable shares of the Company’s Common Stock, $0.001 par value per share (“Shares”), in the amounts, at such times and at the price per Share set forth in Section 1 and Schedule 1 hereto. The term
“Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. 
 The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees: 

1.    Number and Price of Shares; Exercise Period. 

(a)    Number of Shares. Subject to any previous exercise of the Warrant, the Holder
shall have the right to purchase up to such number of Shares as shall be calculated pursuant to Schedule 1 hereto, prior to the expiration of this Warrant as provided in Section 8. 

(b)    Exercise Price. The exercise price per Share shall be equal to $10.00, subject
to adjustment pursuant hereto (the “Exercise Price”). 

(c)    Exercise Period. This Warrant shall be exercisable, in whole or in part, after
the sales targets set forth on Schedule 1 hereto have been achieved by Holder pursuant to the Referral Agreement (the “Sales Targets Achievement”) for the number of Shares set forth on Schedule 1 hereto. If this
Warrant is exercised (i) in conjunction with the commencement by the Company of a road show in connection with its initial public offering (the “Road Show”), the determination as to the occurrence of the Sales Targets

  
 [***] Information has been omitted and filed
separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 







 Confidential Treatment Requested by Extend Health, Inc. 

 
 
Achievement (the “Determination Date”) shall be made as of 5:00 p.m. Pacific Time on the date that is five (5) business days prior to the commencement by the Company
of the Road Show, such date to be reasonably determined in good faith by the Company; (ii) in connection with a transaction described in Section 8(c) hereof, the Determination Date shall be as of 5:00 p.m. Pacific Time on the date that is
five (5) business days prior to the effective date of such transaction, such date to be reasonably determined in good faith by the Company; or (iii) other than in connection with the events described in the preceding clauses (i) and
(ii), the Determination Date shall be as of 5:00 p.m. Pacific Time on the date that is five (5) business days prior to exercise; provided, that in the case of clause (iii) only, such exercise may not occur prior to December 31,
2011. 
 2.    Exercise of the Warrant. 

(a)    Exercise. The purchase rights represented by this Warrant may be exercised at
the election of the Holder, in whole or in part, in accordance with Section 1, by: 

(i)    the tender to the Company at its principal office (or such other office or agency as the
Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and 

(ii)    the payment to the Company of an amount equal to (x) the Exercise Price multiplied by
(y) the number of Shares being purchased, by wire transfer or certified, cashier’s or other check reasonably acceptable to the Company and payable to the order of the Company. 

(b)    Stock Certificates. The rights under this Warrant shall be deemed to have been
exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares
issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for that number of Shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and the remaining rights have not expired, the
Company shall execute and deliver a new duly authorized and validly issued Warrant reflecting the number of Shares that remain subject to this Warrant. 
 (c)    No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise of the rights under this Warrant. In
lieu of such fractional Share to which the Holder would otherwise be entitled, the Company shall make a cash payment to the Holder equal to the Exercise Price multiplied by such fraction. 

3.    Replacement of the Warrant. Subject to the receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of the mutilated Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of the surrendered and cancelled Warrant, a new Warrant of like tenor and amount. 

 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 4.    Transfer of the
Warrant. 
 (a)    Warrant Register. The Company shall maintain a register
(the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. The Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by delivering written
notice to the Company. 
 (b)    Warrant Agent. The Company may appoint an
agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or
conducting related activities. 
 (c)    Transferability of the Warrant.
Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Securities Act”) and limitations on assignments and transfers, including, without limitation, compliance
with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by the endorsement (through the execution by the transferor and the transferee of the assignment form attached as Exhibit B (the
“Assignment Form”) and delivery of this Warrant in the same manner as a negotiable instrument transferable by endorsement and delivery. 
 (d)    Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this
Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue a new Warrant or Warrants of like tenor in the name of the Holder or in such other name(s) as the Holder (on payment by
the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of
this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby. 

(e)    Taxes. In no event shall the Company be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons
requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or is not payable. 

5.    Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws. By
acceptance of this Warrant, the Holder agrees to comply with the following: 

(a)    Restrictions on Transfers. This Warrant may not be transferred or assigned in
whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this Warrant without such consent shall
be void. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other
disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by,
the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and 
 (i)    there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration
statement, or 
  
 [***] Information has been omitted
and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 (ii)    (A) such
Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition,
(B) the transferee shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and
not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if
requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such
Securities under the Securities Act, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. 

(b)    Permitted Transfers. This Warrant may be transferred (i) if such transfer
does not involve a change in beneficial ownership, or (ii) in a transaction or transactions involving the distribution without consideration of Securities by any Holder to (x) a parent, subsidiary or other affiliate of a Holder, or
(y) any of the Holder’s partners, members or other equity owners, or retired partners or members, or to the estate of any of its partners, members or other equity owners or retired partners or members; provided, in each case, that
the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall furnish the Company with a detailed description of the manner and circumstances of the proposed disposition. 

(c)    Investment Representation Statement. Unless the rights under this Warrant are
exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder
shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other
party, for investment and not with a view toward distribution or resale. 

(d)    Securities Law Legend. The Securities shall (unless otherwise permitted by the
provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws): 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH
APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED
HEREBY. 
  
 [***] Information has been omitted and
filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 (e)    Market
Stand-off Legend. The Shares shall also be stamped or imprinted with a legend in substantially the following form: 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO
WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

(f)    Instructions Regarding Transfer Restrictions. The Holder consents to the Company
making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5. 

(g)    Removal of Legend. The legend referring to federal and state securities laws
identified in Section 5(d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to
the holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of
such securities may be made without registration or qualification. 
 6.
    Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as
follows: 
 (a)    Adjustment to Exercise Price and Number of Shares Issuable Upon
Exercise of this Warrant Upon Dividend, Subdivision or Combination of Shares. If the Company shall, at any time or from time to time after August 15, 2011 (the “Original Issue Date”), (i) pay a dividend or
make any other distribution upon the Shares or any other capital stock of the Company payable in Shares, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding Shares into a greater number of Shares, the Exercise
Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time
combines (by combination, reverse stock split or otherwise) its outstanding Shares into a smaller number of Shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Shares
issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

 (b)    Adjustment to Exercise Price and Number of Shares Issuable Upon Exercise of
this Warrant Upon Consolidation, Reclassification, Merger or Reorganization. If at any time there shall be any reorganization, reclassification, recapitalization, merger, consolidation, or other similar transaction (other than any such
transaction covered by Section 6(a)) (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the
Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, the kind and amount of securities, cash or other property of the successor entity resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been
entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the
successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization such that the provisions of this Warrant shall be applicable after the
Reorganization, as near as reasonably may be, in relation to any shares or other securities deliverable after such Reorganization upon the exercise of this Warrant. The provisions of this Section 6(b) shall similarly apply to successive
Reorganizations. 
  
 [***] Information has been
omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 (c)    Notice of
Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of
securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be
furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received
upon exercise of this Warrant. 
 7.    Notification of Certain Events. Prior to the
expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: 

(a)    the voluntary liquidation, dissolution or winding up of the Company; or 

(b)    any transaction resulting in the expiration of this Warrant pursuant to Section 8(b) or
8(c); 
 the Company shall deliver to the Holder of this Warrant at least seven (7) business days prior written notice
(i) of the expected effective date of any event specified in clause (a), (ii) of the date on which the Road Show shall commence, or (iii) of the effective date of an event that is described in Section 8(c), as applicable. The
notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant. 
 8.    Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earliest to occur of: 

(a)    5:00 p.m., Pacific Time, on July 15, 2012; 

(b)    the date that is two (2) business days prior to the commencement by the Company of the
Road Show; provided, for the avoidance of doubt, that if the Company does not actually commence a Road Show this Warrant shall not be deemed to have expired pursuant to this clause (b); or 

(c)    the effective date of (i) the acquisition of the Company by another entity by means of
any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any
transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately
prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least
a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately
following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions,
except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. 
  
 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 9.    No Rights as a
Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose
nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or any other rights of a stockholder of the Company, except as provided for in this Warrant, until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights
hereunder shall have become deliverable as provided herein. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 
 10.    Market Stand-off. 

(a)    With respect to fifty percent (50%) of the Shares that may be received upon exercise of
this Warrant, the Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, of any Shares (or other securities) of the Company held by the Holder (other than those included in a registration statement) during the one hundred eighty (180) day period following the effective date of the registration
statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other
distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments
thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a
transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the Shares
(or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form
consistent with the provisions of this section. 
 (b)    With respect to the remaining
fifty percent (50%) of the Shares that may be received upon exercise of this Warrant, the Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of,
or enter into any hedging or similar transaction with the same economic effect as a sale, of any Shares (or other securities) of the Company held by the Holder (other than those included in the registration) during the twelve (12) month period
following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory
restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE
Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as
substantially set forth in Section 5(e) with respect to the Shares (or other securities) subject to the foregoing restriction until the end of such twelve (12) month (or other) period. 

 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 11.    Representations
and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows: 
 (a)    No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or
otherwise made pursuant hereto. 
 (b)    Investment Intent. The Holder is
acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation
in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same. 
 (c)    Investment Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to
the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests. 

(d)    Speculative Nature of Investment. The Holder understands and acknowledges that
the Company has a limited financial and operating history and that the Holder’s investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without
impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 
 (e)    Access to Data. The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Holder
believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder understands that any such discussions, as well as any information issued by the Company, were
intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Holder acknowledges that any business plans prepared by the Company have been, and continue to be,
subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary
significantly from actual results. 
 (f)    Accredited Investor. The Holder
is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably
requested by the Company. 
 (g)    Residency. The residency of the Holder
(or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 
 (h)    Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the
number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless
principal transaction” (as those terms are defined in the Securities Act or the Securities 
  
 [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the
Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even
if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration
will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities
received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons
and the brokers who participate in the transactions do so at their own risk. 

(i)    No Public Market. The Holder understands and acknowledges that no public market
now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 

(j)    Brokers and Finders. The Holder has not engaged any brokers, finders or agents
in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with the Securities. 
 (k)    Legal Counsel. The Holder
has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or
its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant. 

(l)    Tax Advisors. The Holder has reviewed with its own tax advisors the U.S.
federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of
the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

 12.    Company Representations and Covenants. 

(a)    Capitalization. The Company hereby represents and warrants that, as of
the Original Issue Date, the number of outstanding Shares (assuming the exercise and conversion, as the case may be, of all outstanding options, warrants and shares of the Company’s Preferred Stock) is 18,459,779 shares. 

(b)    Reservation of Shares. Prior to the expiration of this Warrant, the
Company shall at all times reserve and keep available out of its authorized but unissued common stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Shares issuable upon the exercise of this Warrant, and
the par value per Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and
shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the exercise of this Warrant. 
  
 [***] Information has been omitted and filed separately with the Securities and Exchange Commission.
Confidential Treatment has been requested with respect to the omitted portions. 

  
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 Confidential Treatment Requested by Extend Health, Inc. 

 
 13.    Miscellaneous.

 (a)    Amendments. Except as expressly provided herein, neither this
Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder. 

(b)    Waivers. No waiver of any single breach or default shall be deemed a waiver of
any other breach or default theretofore or thereafter occurring. 
 (c)    Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by
hand, messenger or courier service addressed: 
 (i)    if to the Holder, to the Holder at
the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or
electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last holder of this Warrant for which the Company has contact information in its records, with a copy (which shall not constitute
notice) to General Counsel, Towers Watson, 901 North Glebe Road, Arlington, VA 22203; or 

(ii)    if to the Company, to the attention of the President or Chief Financial Officer of the
Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder, with a copy (which shall not constitute notice) to Jon Avina, Wilson Sonsini
Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304. 
 Each such notice or other
communication shall for all purposes of this Warrant be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight
prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant
electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. 

(d)    Governing Law. This Warrant and all actions arising out of or in connection with
this Warrant shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state. 

(e)    Jurisdiction and Venue. Each of the Holder and the Company irrevocably consents
to the exclusive jurisdiction and venue of any court within San Mateo County, State of California, in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon
them in any manner authorized by the laws of the State of California for such persons. 

(f)    Titles and Subtitles. The titles and subtitles used in this Warrant are used for
convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits
attached hereto. 
  
 [***] Information has been
omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 Confidential Treatment Requested by Extend Health, Inc. 

 

(g)    Severability. If any provision of this Warrant becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or void provision shall be
replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance
with its terms. 
 (h)    Waiver of Jury Trial. EACH OF THE HOLDER AND THE
COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT. If the waiver of jury
trial set forth in this paragraph is not enforceable, then any claim or cause of action arising out of or relating to this Warrant shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq.
before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court for San Mateo County. This paragraph shall
not restrict the Holder or the Company from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law. 

(i)    California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 (j)    Rights and Obligations Survive
Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant. 

(k)    Entire Agreement. Except as expressly set forth herein, this Warrant (including
the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter hereof.

 (signature page follows) 

 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
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 Confidential Treatment Requested by Extend Health, Inc. 

 
 The Company and the Holder sign this Warrant
as of the date stated on the first page. 
  

			
	 EXTEND HEALTH, INC.

		
	 By:
	 	 /s/ Bryce Williams



 
			
		
	 Name:
	 	 Bryce Williams

		
	 Title:
	 	 President & CEO

	
	 Address:

	
	 2929 Campus Drive, Suite 400
 San Mateo, California 94403



  

			
	 AGREED AND ACKNOWLEDGED,

 
 TOWERS WATSON PENNSYLVANIA
INC.

		
	 By:
	 	 /s/ Gordon L. Gould



			
		
	 Name:
	 	 Gordon L. Gould

		
	 Title:
	 	 Managing Director, Strategy & Corporate Development

	
	 Address:

	
	 1500 Market Street
 Centre Square East
 Philadelphia, Pennsylvania 19102

 
 Fax number: (215) 246-4463

 
 Email address:


 (Signature Page to Warrant to Purchase Shares of Common Stock of Extend Health,
Inc.) 
  
 [***]
Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 







 Confidential Treatment Requested by Extend Health, Inc. 

 
 SCHEDULE 1 

Sales Targets Achievement 
 This Warrant shall be exercisable, in whole or in part, for the number of Shares set forth in one of the “Tiers” in the chart below (each, a “Tier”), as appropriate. The
applicable Tier will be based upon the aggregate number of Eligible Enrollments (as defined in the Referral Agreement) credited to Holder for Accepted Referrals earned as of the Determination Date pursuant to the Referral Agreement. 

 

																					
	 	  	Tier 1	 	  	Tier 2	 	  	Tier 3	 	  	Tier 4	 	  	Tier 5	 
	 Eligible Enrollments
	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  
	 Shares of Common Stock earned
	  	 	94,801	  	  	 	189,602	  	  	 	284,403	  	  	 	379,204	  	  	 	474,005	  
						
	 	  	Tier 6	 	  	Tier 7	 	  	Tier 8	 	  	Tier 9	 	  	Tier 10	 
	 Eligible Enrollments
	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  	  	 	[***]	  
	 Shares of Common Stock earned
	  	 	568,806	  	  	 	663,607	  	  	 	758,408	  	  	 	853,209	  	  	 	948,011	  

  
 [***] Information has been
omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 Schedule I









 Confidential Treatment Requested by Extend Health, Inc. 

 
 EXHIBIT A 

NOTICE OF EXERCISE 
 TO:                    EXTEND HEALTH, INC. (the “Company”)

 Attention:        President 

 

	 (1)
	 Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant: 



 

					
	 Number of shares:
	  	 	  	
			
	 Type of security:
	  	 	  	

  

	 (2)
	 Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to: 



 

					
	  ̈
	  	 A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if
any.


  

	 (3)
	 Stock Certificate. Please issue a certificate or certificates representing the shares in the name of: 



 

							
		 	   ̈           The undersigned
	  		  	
				
		 	   ̈           Other—Name:
	  	 	  	
				
		 	
                             
Address:
	  	 	  	
				
		 		  	 	  	

  

	 (4)
	 Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:



  

							
		 	   ̈           The undersigned
	  		  	
				
		 	   ̈           Other—Name:
	  	 	  	
				
		 	
                             
Address:
	  	 	  	
				
		 		  	 	  	
				
		 	   ̈          Not applicable
	  		  	

  

	 (5)
	 Investment Intent. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account,
not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor
does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth in Section 11 of the attached warrant are true and correct as of the date hereof.



  

	 (6)
	 Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment
Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. 



 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 A-1









 Confidential Treatment Requested by Extend Health, Inc. 

 
  

	 (7)
	 Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware General Corporation Law §232(e), the
undersigned consents to the delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) electronic mail to the electronic mail
address provided below (or to any other electronic mail address for the undersigned in the Company’s records) or (ii) posting on an electronic network together with separate electronic mail notice to the undersigned of such specific
posting. This consent may be revoked by the undersigned by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. 



 

	
	
	  
	(Print name of the warrant holder)


 
	
	
	  
	(Signature)


 
	
	
	  
	(Name and title of signatory, if applicable)


 
	
	
	  
	(Date)


 
	
	
	  
	(Email address)


 (Signature page to the Notice of Exercise) 

 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 A-2









 Confidential Treatment Requested by Extend Health, Inc. 

 
 EXHIBIT A-l 

INVESTMENT REPRESENTATION STATEMENT 
 AND 
 MARKET STAND-OFF AGREEMENT 

 

			
	 INVESTOR:
	  	  

		
	 COMPANY:
	  	 EXTEND HEALTH, INC.

		
	 SECURITIES:
	  	 THE WARRANT ISSUED ON AUGUST 15, 2011 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF


  

					
	 DATE:
	  	 	  	

 In connection with the purchase or acquisition of the above-listed Securities, the
undersigned Investor represents and warrants to, and agrees with, the Company as follows: 

1.    No Registration. The Investor understands that the Securities have not been, and may not
be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto. 

2.    Investment Intent. The Investor is acquiring the Securities for investment for its own
account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor
does it have any contract, undertaking, agreement or arrangement for the same. 

3.    Investment Experience. The Investor has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the
Company and protecting its own interests. 
 4.    Speculative Nature of Investment.
The Investor understands and acknowledges that the Company has a limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its
investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 

5.    Access to Data. The Investor has had an opportunity to ask questions of officers of the
Company, which questions were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Investor understands that any
such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that
any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the
assumptions underlying the projections will not materialize or will vary significantly from actual results. 
  

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions. 

  
 A-1-1









 Confidential Treatment Requested by Extend Health, Inc. 

 
 6.    Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such
status as may be reasonably requested by the Company. 
 7.    Residency. The
residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto. 

8.    Restrictions on Resales. The Investor acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares
purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified
period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a
transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the
Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the
event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is
not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers who participate in the transactions do so at their own risk. 

9.    No Public Market. The Holder understands and acknowledges that no public market now
exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 

10.    Brokers and Finders. The Investor has not engaged any brokers, finders or agents in
connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with the Securities. 
 11.    Legal Counsel. The Investor has
had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or
its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant. 

12.    Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal,
state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company
or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant. 

 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 A-1-2









 Confidential Treatment Requested by Extend Health, Inc. 

 
 13.    Market
Stand-off. The Investor agrees that the Investor is subject to Section 10 of the Warrant. 
 (signature page
follows) 
  
 [***] Information has been
omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 A-1-3









 Confidential Treatment Requested by Extend Health, Inc. 

 
 The Investor is signing this Investment
Representation Statement and Market Stand-Off Agreement on the date first written above. 
  

	
	 INVESTOR

	
	  
	(Print name of the investor)


  

	
	  
	(Signature)


 
	
	
	  
	(Name and title of signatory, if applicable)


 
	
	
	  
	(Street address)


 
	
	
	  
	(City, state and ZIP)


  
 [***] Information has
been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 A-1-4









 Confidential Treatment Requested by Extend Health, Inc. 

 
 EXHIBIT B 

ASSIGNMENT FORM 
  

			
	 ASSIGNOR:
	  	  

		
	 COMPANY:
	  	 EXTEND HEALTH, INC.

		
	 WARRANT:
	  	 THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON AUGUST 15, 2011 (THE “WARRANT”)


  

					
	 DATE:
	  	 	  	

  

	 (1)
	 Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named
below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below: 


  

			
	 Name of Assignee:
	  	 
		
	 Address of Assignee:
	  	 
		
		  	 

  

					
	                 Number of Shares Assigned:
	  	 

 and does irrevocably constitute and appoint ______________________ as attorney to make
such transfer on the books of Extend Health, Inc., maintained for the purpose, with full power of substitution in the premises. 
  

	 (2)
	 Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights
thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof. 



 

	 (3)
	 Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any
contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth in Section 11 of the Warrant are true and correct as to Assignee as of the date hereof. 



 

	 (4)
	 Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment
Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. 



 
 [***] Information has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 - 1 -









 Confidential Treatment Requested by Extend Health, Inc. 

 
 Assignor and Assignee are signing this
Assignment Form on the date first set forth above. 
  

					
	 ASSIGNOR
	 		 	 ASSIGNEE

			
	  	 		 	  
	(Print name of Assignor)	 		 	(Print name of Assignee)
			
	  	 		 	  
	(Signature of Assignor)	 		 	(Signature of Assignee)
			
	  	 		 	  
	(Print name of signatory, if applicable)	 		 	(Print name of signatory, if applicable)
			
	  	 		 	  
	(Print title of signatory, if applicable)	 		 	(Print title of signatory, if applicable)

  

					
	 Address:
	 		 	 Address:

			
	  	 		 	  
			
	  	 		 	  

  
 [***] Information has been
omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 

  
 - 2 -