INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], between Accolade, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ACCOLADE, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Senior Debt SecuritiesIndenture • July 9th, 2021 • Accolade, Inc. • Services-business services, nec • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
ACCOLADE, Inc. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 29, 2021 0.50% Convertible Senior Notes due 2026Indenture • March 29th, 2021 • Accolade, Inc. • Services-business services, nec • New York
INDENTURE dated as of March 29, 2021 between ACCOLADE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ACCOLADE, INC. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Warrant Agreement • July 9th, 2021 • Accolade, Inc. • Services-business services, nec • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Accolade, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • October 19th, 2020 • Accolade, Inc. • Services-business services, nec • New York
Accolade, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ACCOLADE, INC. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • July 9th, 2021 • Accolade, Inc. • Services-business services, nec • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Accolade, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ACCOLADE, INC. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Debt Securities Warrant Agreement • July 9th, 2021 • Accolade, Inc. • Services-business services, nec • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Accolade, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ACCOLADE, INC. CREDIT AGREEMENT DATED AS OF JULY 19, 2019 COMERICA BANK AS ADMINISTRATIVE AGENT, AND COMERICA BANK AND WESTERN ALLIANCE BANK AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERSCredit Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • California
This Credit Agreement (“Agreement”) is made as of the 18th day of July, 2019, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Comerica Bank and Western Alliance Bank as Joint Lead Arrangers and Joint Bookrunners, and Accolade, Inc., a Delaware corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCOLADE, INC., PANDA MERGER SUB, INC., PLUSHCARE, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE April 22, 2021Agreement and Plan of Merger • June 10th, 2021 • Accolade, Inc. • Services-business services, nec • Delaware
This Agreement And Plan Of Merger (this “Agreement”) is made and entered into as of April 22, 2021 (the “Agreement Date”), by and among Accolade, Inc., a Delaware corporation (“Parent”), Panda Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), PlushCare, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Indemnitors (the “Stockholder Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
AMENDMENT TO THE AMENDED AND RESTATED SERVICES AGREEMENT (THE “AMENDMENT”)Services Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
The AMENDED AND RESTATED SERVICES AGREEMENT dated June 29, 2015 (as previously amended, the “Agreement”) by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health and Welfare Plan (“Comcast”) (each a “Party” and collectively, the “Parties”) is hereby amended as set forth below.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of March 22, 2018 (this “Amendment”), is entered into by and between ACCOLADE, INC., a Delaware corporation (“Borrower”), and ESCALATE CAPITAL PARTNERS SBIC III, LP, a Delaware limited partnership (the “Lender”).
AMENDMENT TO EXHIBIT C TO THE AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Amendment” is to the AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”), dated June 29, 2015, by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health and Welfare Plan (“Comcast”). Accolade and Comcast are each a “Party” and collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Agreement. Section references herein, if any, shall refer to Section references in the Agreement.
AMENDMENT TO EXHIBITS F AND G TO THE AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Amendment” is to the AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”), dated June 29th, 2015, by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health and Welfare Plan (“Comcast”). Accolade and Comcast are each ‘‘a Party’’ and collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Agreement. Section references herein, if any, shall refer to Section references in the Agreement.
FOURTH AMENDMENT TO LEASETo Lease • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Fourth Amendment to Lease” made and entered into this 10th day of August, 2011, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as (“Landlord”) and ACCOLADE, INC., hereinafter referred to as (“Tenant”).
RENEWAL AND AMENDMENT TO THE AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
This “Renewal and Amendment” is to the AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”), dated June 29, 2015, by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health arid Welfare Plan (“Comcast”). Accolade and Comcast are each a “Party” and collectively referred to as the “Parties.”
THIRD AMENDMENT TO LEASETo Lease • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Third Amendment to Lease” made and entered into this 5th day of August, 2010, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as (“Landlord”) and ACCOLADE, INC., a Delaware corporation and successor to Accolade LLC, hereinafter referred to as (“Tenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of July 19, 2019 (this “Amendment”), is entered into by and between ACCOLADE, INC., a Delaware corporation (“Borrower”), and ESCALATE CAPITAL PARTNERS SBIC III, LP, a Delaware limited partnership (the “Lender”).
FIFTH AMENDMENT TO LEASETo Lease • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Fifth Amendment to Lease” made and entered into this 31st day of January, 2012, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as (“Landlord”) and ACCOLADE, INC., hereinafter referred to as (“Tenant”).
SEVENTH AMENDMENT TO LEASELease • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This Seventh Amendment to Lease (“Amendment”) made and entered into this 23rd day of October, 2012, between and among BRANDYWINE OPERATING PARTNERSHIP, L.P. (“Landlord”) and ACCOLADE, INC. (“Tenant”).
OFFICE LEASE BETWEEN 1201 TAB OWNER, LLC (“LANDLORD”) AND ACCOLADE, INC. (“TENANT”) 1201 Third Avenue Seattle, WashingtonWorkletter Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Washington
AMENDMENT 2 TO THE AMENDED AND RESTATED SERVICES AGREEMENT (THE “AMENDMENT”)Services Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This “Amendment 2” is to the AMENDED AND RESTATED SERVICES AGREEMENT dated June 29, 2015 (as previously amended, the “Agreement”) by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health and Welfare Plan (“Comcast”) (each a “Party” and collectively, the “Parties”) is hereby amended as set forth below.
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
THIS FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2019 is made by and among ACCOLADE, INC., a Delaware corporation (the “Company”), and the Persons (as defined below) set forth on Schedule A attached hereto (the “Stockholders”).
SECOND AMENDMENT TO LEASETo Lease • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
This Second Amendment to Lease made and entered into this 3rd day of March, 2009, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as (“Landlord”) and ACCOLADE LLC, hereinafter referred to as (“Tenant”).
AMENDMENT AND RESTATEMENT OF EXHIBITS F AND G TO THE AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Agreement and applicable Exhibits. Section references herein, if any, shall refer to Section references in the Agreement and applicable Exhibits.
Board, and except during vacation periods and reasonable periods of absence due to sicknes ersonal injury, or other disability, the Executive shall devote substantially all of his time an ttention during normal business hours throughout the Term to...Employment Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Pennsylvania
EIGHTH AMENDMENT TO LEASEAssignment and Assumption Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
THIS EIGHTH AMENDMENT TO LEASE (“Amendment”) is made and entered into as of Dec, 1, 2017 (“Effective Date”) by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and ACCOLADE, INC., a Delaware limited liability company (“Tenant”).
AMENDMENT TO THE AMENDED AND RESTATED SERVICES AGREEMENT (THE “AMENDMENT”)Services Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
The AMENDED AND RESTATED SERVICES AGREEMENT dated June 29, 2015 (as previously amended, the “Agreement”) by and between Accolade, Inc., a Delaware corporation (“Accolade”) and Comcast Cable Communications Management, LLC, a Delaware limited liability company, on behalf of itself, its Affiliates and The Comcast Comprehensive Health and Welfare Plan (“Comcast”) (each a “Party” and collectively, the “Parties”) is hereby amended as set forth below.
LEASEOriginal • February 28th, 2020 • Accolade, Inc. • Services-business services, nec
THIS LEASE (“Lease”) is entered into as of the 22nd day of February, 2007, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and ACCRETIVE CARE, LLC, a Delaware limited liability company, with its principal place of business at 620 West Germantown Pike, Suite 250, Plymouth Meeting, Pennsylvania (“Tenant”).
EQUITY VESTING ACCELERATION AGREEMENTEquity Vesting Acceleration Agreement • July 1st, 2022 • Accolade, Inc. • Services-business services, nec • Delaware
This Equity Vesting Acceleration Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Accolade, Inc., a Delaware corporation (the “Company”), and is effective as of (the “Effective Date”).
LOAN AND SECURITY AGREEMENT Dated as of January 30, 2017 by and betweenLoan and Security Agreement • December 5th, 2019 • Accolade, Inc. • Services-business services, nec • Delaware
This LOAN AND SECURITY AGREEMENT, dated as of January 30, 2017 (this “Loan Agreement”), is entered into by and between ACCOLADE, INC., a Delaware corporation (“Borrower”) and ESCALATE CAPITAL PARTNERS SBIC III, LP, a Delaware limited partnership (together with its successors and assigns, “Lender”). All capitalized terms used herein and not otherwise defined shall have the meanings provided in Section 13 hereof.
FIRST AMENDMENT TO LEASETo Lease • December 5th, 2019 • Accolade, Inc. • Services-business services, nec
This First Amendment to Lease made and entered into this 24th day of July, 2008, by and between BRANDYWINE OPERATING PARTNERSHIP, L.P., hereinafter referred to as (“Landlord”) and ACCOLADE LLC, a Delaware limited liability company and successor by name change to Accretive Care, LLC, hereinafter referred to as (“Tenant”).
SIXTH AMENDMENT TO LEASELease • December 5th, 2019 • Accolade, Inc. • Services-business services, nec • Pennsylvania
This Sixth Amendment to Lease (“Amendment”) made and entered into this 7th day of March, 2012, between and among BRANDYWINE OPERATING PARTNERSHIP, L.P. (“Landlord”) and ACCOLADE, INC. (“Tenant”).
LOAN AND SECURITY AGREEMENT Dated as of January 30, 2017 by and betweenLoan and Security Agreement • February 28th, 2020 • Accolade, Inc. • Services-business services, nec • Delaware
This LOAN AND SECURITY AGREEMENT, dated as of January 30, 2017 (this “Loan Agreement”), is entered into by and between ACCOLADE, INC., a Delaware corporation (“Borrower”) and ESCALATE CAPITAL PARTNERS SBIC III, LP, a Delaware limited partnership (together with its successors and assigns, “Lender”). All capitalized terms used herein and not otherwise defined shall have the meanings provided in Section 13 hereof.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Accolade, Inc. • Services-business services, nec • California
This Fifth Amendment to Credit Agreement (this “Amendment”) is made as of March 23, 2021, by and among Accolade, Inc. (“Borrower”), MD Insider, Inc., the financial institutions signatory hereto (the “Lenders”) and Comerica Bank, as agent for the Lenders (in such capacity, “Agent”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2022 • Accolade, Inc. • Services-business services, nec • California
This Credit Agreement (“Agreement”) is made as of the 18th day of July, 2019, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Comerica Bank and Western Alliance Bank as Joint Lead Arrangers and Joint Bookrunners, and Accolade, Inc., a Delaware corporation (“Borrower”).
