Common use of RESOLVED FURTHER Clause in Contracts

RESOLVED FURTHER. that the Authorized Officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer shall, in such Authorized Officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such Authorized Officer’s signature, or such actions taken by such Authorized Officer, shall be conclusive evidence that such Authorized Officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that all actions heretofore taken by the Authorized Officers and directors of the Company with respect to the foregoing transactions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER: that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto.

RESOLVED FURTHER. that the Authorized Officers officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer officer shall, in such Authorized Officerofficer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such Authorized Officerofficer’s signature, or such actions taken by such Authorized Officerofficer, shall be conclusive evidence that such Authorized Officer officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that any and all actions heretofore taken by the Authorized Officers and directors or officers of the Company with respect to carry out the foregoing transactions purposes and all other matters contemplated by intent of the foregoing resolutions prior to their adoption are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER: , that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto.. RESOLVED FURTHER, that the officers of the Company are, and each of them hereby is, authorized and directed to certify to any Lender the foregoing resolutions. RESOLVED FURTHER: that this Action by Written Consent of Stockholders in Lieu of Special Meeting may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Execution by electronic means or other reliable reproduction of this Action by Written Consent of Stockholders in Lieu of Special Meeting may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is a complete reproduction of the entire original writing. This Action by Written Consent of Stockholders in Lieu of Special Meeting shall be effective as of the date the Company receives the consent of the Requisite Holders. By executing this Action by Written Consent of Stockholders in Lieu of Special Meeting, each undersigned stockholder is giving written consent with respect to all shares of capital stock held by such stockholder in favor of the above resolutions. STOCKHOLDER: By: Signature of Stockholder Name of Signing Person (Printed) Name of Entity (if Stockholder is not an individual) Title: (if Stockholder is not an individual) Date: , 2017 EXHIBIT A Escalate Loan Agreement (See attached) EXHIBIT B Comerica Loan Agreement (See attached) EXHIBIT C New Comerica Warrant (See attached) EXHIBIT D Amended and Restated Comerica Warrant (See attached) EXHIBIT E Second Amended and Restated Escalate Warrant (See attached) EXHIBIT F New Escalate Warrant (See attached) ACCOLADE, INC. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS In accordance with Section 141(f) of the Delaware General Corporation Law (the “DGCL”) and the Bylaws of Accolade, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby adopt the following resolutions by their written consent, without a meeting:

RESOLVED FURTHER. that the Authorized Officers officers of the Company be, are authorized and each of them hereby is, authorized empowered to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record take any and all such additional further action, to execute and deliver any and all such further agreements, instruments, certificates, documents, reports, certificates and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), communications and to take, or cause to be taken, any and all pay such actionexpenses, in the name and on behalf of the CompanyCompany or such officer, which shall as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such officer to be required to consummate conclusive evidence of his or her authorization hereunder and approval thereof. RESOLVED FURTHER, that the omission from these resolutions of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions (including but not limited or any action to opening bank accounts be taken in accordance with Comerica and/or the consummation any requirements of any of the Contemplated Transactions agreements or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer shall, in such Authorized Officer’s sole discretion, deem necessary or appropriate and instruments described in the best interest foregoing resolutions shall in no manner derogate from the authority of the officers of the Company in order to effect take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions. RESOLVED FURTHER, that any and such Authorized Officer’s signature, or such all actions taken by such Authorized Officer, shall be conclusive evidence the Company or any officer or manager thereof prior to the date of adoption of the foregoing resolutions which would have been authorized by the foregoing resolutions but for the fact that such Authorized Officer did deem same actions were taken prior to be necessary or appropriate such date, be, and in the best interest each hereby is, ratified, approved, confirmed and adopted as a duly authorized act of the Company in order to effect such all respects and for all purposes; provided that attestation of any agreement or document . (signature page follows) This action by the Secretary or an Assistant Secretary written consent shall be effective as of the date the Company shall not be required for receives the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that all actions heretofore taken by the Authorized Officers and directors requisite consent of the Company Company’s Stockholders. By executing this action by written consent, each undersigned Stockholder is giving written consent with respect to all shares of the foregoing transactions Company’s capital stock held by such Stockholder in favor of the above resolutions. This action by written consent may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other matters contemplated reliable reproduction of this action by the foregoing resolutions are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER: that the foregoing resolutions written consent may be relied upon substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reliable reproduction is a complete reproduction of the entire original writing. This action by any Lender until receipt and written acknowledgment thereby consent shall be filed with the minutes of written notice the proceedings of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto.Stockholders of the Company. Print name of Stockholder Signature Print name of signatory, if signing for an entity Print title of signatory, if signing for an entity Date of signature Exhibit A