Exhibit 10.1


 


Bidding Form 3/23/21 


 


[_____________________]


 


[Dealer name and address]


 


	To:	
    Accolade, Inc.

    [       ]

	 	 
	From:	[Dealer]
	Re:	[Base]1 [Additional]2 Capped Call Transaction
	Ref. No:	[__________]3
	Date:	March [  ], 2021


 


Dear Ladies and Gentlemen:


 


The purpose of this communication (this “Confirmation”)
is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”)
between [Dealer] (“Dealer”) and Accolade, Inc., a Delaware corporation (“Counterparty”). This communication
constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.


 


1. This Confirmation is subject to, and incorporates,
the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions
of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions,
the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”).
In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern and in the
event of any inconsistency between terms defined in the Equity Definitions and this Confirmation, this Confirmation shall govern.


 


This Confirmation evidences a complete and
binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This
Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as
if Dealer and Counterparty had executed an agreement in such form on the Trade Date (but without any Schedule except for (i) the
election of the laws of the State of New York as the governing law (without reference to choice of law doctrine , [(ii) the election
of an executed guarantee of [__________] (“Guarantor”) dated as of the Trade Date in substantially the form attached
hereto as Schedule 1 as a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer
and (iv)]4 [and (ii)] the election
that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer, (a) with a
Threshold Amount” of 3% of the shareholders’ equity of [Dealer][__] [(“Dealer Parent”)]5 on
the Trade Date, (b) “Specified Indebtedness” having the meaning set forth in Section 14 of the Agreement, except
that it shall not include any obligation in respect of deposits received in the ordinary course of Dealer's banking business,
(c) the phrase “, or becoming capable at such time of being declared,” shall be deleted from clause (1) of such
Section 5(a)(vi) of the Agreement, and (d) the following sentence shall be added to the end of Section 5(a)(vi) of the Agreement:
 “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the
default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the
relevant party to make payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt
of written notice of its failure to pay.”).


 


 






1
Include for Base Capped Call Transaction


2
Include for Additional Capped Call Transaction


3
If applicable


4
Requested if Dealer is not the highest rated entity in group, typically from Parent.


5 Include as applicable.


 






     


     


    

 


All provisions contained in, or incorporated by
reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between
this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.


 


The Transaction hereunder shall be the sole Transaction
under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement
between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding
anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty
are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master
Agreement.


 


2. The Transaction constitutes a Share Option Transaction
for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:


 


General Terms:


 


	Trade Date:	March [  ], 2021
	Effective Date:	March [ ], 2021, or such other date as agreed by the parties in writing.
	Components:	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Options and Expiration Date set forth in Annex A to this Confirmation.  The exercise, valuation and settlement of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.
	Option Style:	“European”, as described under “Procedures for Exercise” below.
	Option Type:	Call
	Seller:	Dealer
	Buyer:	Counterparty
	Shares:	Common Stock of Counterparty, par value USD $0.0001 per share (Ticker Symbol: “ACCD”).
	Number of Options:	For each Component, as provided in Annex A to this Confirmation.6



 


 






6 For the base capped
call, the total should be equal to, in aggregate among all Components, (i) the number of Convertible Notes in principal amount of
$1,000 initially issued on the closing date for the Convertible Notes (excluding any Convertible Notes sold pursuant to the over-allotment
option) multiplied by (ii) the initial conversion rate multiplied by (iii) the dealer’s percentage
allocation of the overall capped call. For the additional capped call, the total should be equal to (i) the number of additional
Convertible Notes in principal amount of $1,000 multiplied by (ii) the initial conversion rate multiplied by
(iii) the dealer’s percentage allocation of the overall capped call.


 






     


     


    

 


	Option Entitlement:	One Share per Option
	Strike Price:	USD [ ]
	Cap Price:	USD [ ]; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any adjustment by the Calculation Agent under this Confirmation.
	Number of Shares:	As of any date, a number of Shares equal to the product of (i) the Number of Options and (ii) the Option Entitlement.
	Premium:	USD [_____]; Dealer and Counterparty hereby agree that notwithstanding anything to the contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement that is within Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 
	Premium Payment Date:	The Effective Date
	Exchange:	The Nasdaq Global Select Market
	Related Exchange:	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.
	Procedures for Exercise:	 
	Expiration Time:	The Valuation Time



 






     


     


    

 


	Expiration Date:	For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, the Relevant Price for such Expiration Date that occurs on the Final Termination Date and is a Disrupted Day shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price in a commercially reasonable manner based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Valid Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Valid Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Valid Day is scheduled following the date hereof, then such Scheduled Valid Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
	Final Termination Date:	[_____________, 2026]7
	Automatic Exercise:	Applicable; and means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money, unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component.  “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.
	Valuation Time:	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.
	Valuation Date:	For any Component, the Expiration Date therefor.
	Market Disruption Event:	
    Section 6.3(a) of the Equity Definitions is hereby amended by (A) replacing
    clause (ii) therein in its entirety with “(ii) an Exchange Disruption” and (B) replacing the words “or (iii) an Early
    Closure” therein with “(iii) an Early Closure which, in each case, the Calculation Agent determines is material, or (iv) a
    Regulatory Disruption.”

     

    Section 6.3(d) of the Equity Definitions is hereby amended by deleting
    the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

     




 


 






7 To be 80 Scheduled Trading Days following the last scheduled
Expiration Date.


 






     


     


    

 


	Regulatory Disruption:	Any event that Dealer, in its reasonable discretion, based on the advice of counsel, determines makes it appropriate, with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (so long as such requirements or related policies and procedures are similarly applicable to transactions similar to the Transaction and consistently applied), for Dealer to refrain from or decrease any market activity in connection with the Transaction.
	Settlement Terms:	 
	Settlement Method Election:	
    Applicable; provided that (a) Section 7.1 of the Equity
    Definitions is hereby amended by replacing the term “Physical Settlement” with the term “Net Share Settlement”,
    (b) Counterparty must make a single irrevocable election for all Components and (c) if Counterparty is electing Cash Settlement,
    such Settlement Method Election would be effective only if Counterparty represents and warrants to Dealer in writing on the date of such
    Settlement Method Election that (i) Counterparty is not in possession of any material non-public information regarding Counterparty or
    the Shares, and (ii) such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal
    securities laws.

     

    Without limiting the generality of the foregoing, Counterparty acknowledges
    its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Securities Exchange Act of 1934,
    as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder in respect of such election.

     

	Electing Party:	Counterparty
	Settlement Method Election Date:	The second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.
	Default Settlement Method:	Net Share Settlement
	 	 
	Net Share Settlement:	
    With respect to any Component, if Net Share Settlement is applicable
    to the Options exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the Settlement Date, a number of Shares
    (the “Net Share Settlement Amount”) equal to (i) the Daily Option Value on the Expiration Date of such Component divided
    by (ii) the Relevant Price on such Expiration Date.

     

    Dealer will deliver cash in lieu of any fractional Shares to be delivered
    with respect to any Net Share Settlement Amount valued at the Relevant Price for the Expiration Date of such Component.

     

	Cash Settlement:	With respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the Settlement Date, an amount of cash (the “Cash Settlement Amount”) equal to the Daily Option Value on the Expiration Date of such Component.
	 	 
	Delivery Obligation:	The Net Share Settlement Amount or the Cash Settlement Amount payable or deliverable in respect of all Components on the Settlement Date.



 






     


     


    

 


	Daily Option Value:	For any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus (B) the Strike Price on such Expiration Date; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Valid Day” means a Business Day.
	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Scheduled Valid Day” means a Business Day.
	Business Day:	Any day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York.
	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “ACCD <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	Settlement Date:	For all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with the latest scheduled Expiration Date.
	Settlement Currency:	USD
	Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”
	Representation and Agreement:	Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions, obligations and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).



 






     


     


    

 


	Adjustments:	 
	Method of Adjustment:	Calculation Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market prices and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events so long as, in the case of clause (y) after giving effect to such transaction, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all such transactions described in clause (y) would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent in a commercially reasonable manner to account for any subdivision or combination with respect to the Shares.
	Extraordinary Events:	 
	New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors) and of an entity or person organized under the laws of the United States, any State thereof or the District of Columbia”.
	Merger Events:	Applicable
	Consequences of Merger Events:	 
	(a)   Share-for-Share:	Modified Calculation Agent Adjustment
	(b)   Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
	(c)   Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all or part of the Transaction
	Tender Offer:	Applicable; provided that the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares of Issuer”.  In addition, Section 12.1(e) of the Equity Definitions shall be amended by replacing “voting shares” in the first line thereof with “Shares”, and Section 12.1(l) of the Equity Definitions shall be amended by replacing “voting shares” in the fifth line thereof with “Shares”.
	Consequences of Tender Offers:	 
	(a)   Share-for-Share:	Modified Calculation Agent Adjustment 
	(b)   Share-for-Other:  	Modified Calculation Agent Adjustment
	(c)   Share-for-Combined:	Modified Calculation Agent Adjustment



 






     


     


    

 


	Consequences of Announcement Events:	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Cap Price accordingly to take into account such economic effect (in a commercially reasonable manner and may account solely for changes in stock price, volatility, expected dividends, stock loan rate, value of any commercially reasonable hedge positions in connection with the Transaction or liquidity relevant to the Shares or to such Transaction) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided that in no event shall the Cap Price be adjusted to be less than the Strike Price.  An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable; provided further that upon the Calculation Agent making an adjustment, determined in a commercially reasonable manner, to the Cap Price upon any Announcement Event, then the Calculation Agent shall make an adjustment to the Cap Price upon any announcement regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction (provided that in no event shall the Cap Price be less than the Strike Price).



 






     


     


    

 


	Announcement Event:	(i) The public announcement (whether by Counterparty or a Valid Third Party Entity) of any Merger Event or Tender Offer, or the announcement by Counterparty of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement by Counterparty of an intention by Counterparty to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer, (iii) there occurs a public announcement (whether by Counterparty or a Valid Third Party Entity) of any potential acquisition by Counterparty and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of Counterparty as of the date of such announcement, or (iv) any subsequent public announcement (whether by Counterparty or a Valid Third Party Entity) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including, without limitation, a new announcement relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention); provided that, for the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention.  For purposes of this definition of “Announcement Event,” “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded).
	Valid Third Party Entity:	In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).
	Notice of Merger Consideration and Consequences:	Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the relevant Merger Date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
	Additional Disruption Events:	 
	(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
	(b) Failure to Deliver:	Applicable



 






     


     


    

 


	(c) Insolvency Filing:	Applicable
	(d) Hedging Disruption:	Applicable; provided that (a) Section 12.9(a)(v) of the Equity Definitions is hereby deleted in its entirety and replaced with ““Hedging Disruption” means that a Hedging Party is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the Transaction, or (B) realize, recover or remit the proceeds of any such transaction(s) or asset(s); provided that, for the avoidance of doubt, (x) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk, and (y) the transactions or assets referred to in (A) or (B) immediately above must be available on commercially reasonable pricing and other terms;” and (b) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
	(e) Increased Cost of Hedging:	Not Applicable
	Hedging Party:	Dealer
	Determining Party:	For all applicable Extraordinary Events, Dealer; all calculations and determinations made by the Determining Party shall be made in good faith and in a commercially reasonable manner; provided that, upon receipt of written request from Counterparty, the Determining Party shall promptly provide Counterparty with a written explanation  describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, in a commonly used file format for the storage and manipulation of financial data, but without disclosing Determining Party’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.
	Non-Reliance:	Applicable
	Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
	Additional Acknowledgments:	Applicable
	 	 


3. Calculation Agent: Dealer; provided
that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement
with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or
determination required to be made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and
such failure continues for five (5) Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure,
Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives
to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect
to such Event of Default, as the Calculation Agent.


 






     


     


    

 



 


All calculations and determinations made by the
Calculation Agent shall be made in good faith and in a commercially reasonable manner; provided that, upon receipt of written request
from Counterparty, the Calculation Agent shall promptly provide Counterparty with a written explanation describing in reasonable detail
any calculation, adjustment or determination made by it (including any quotations, market data or information from internal or external
sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Dealer's proprietary
models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information),
and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt
of such request.


 


4. Account Details:


 


Dealer Payment Instructions:


 


	 	[Bank:	[____________]
	 	SWIFT:	[____________]
	 	Bank Routing:	[____________]
	 	Acct Name:	[____________]
	 	Acct No.:	[____________]]




 


Counterparty Payment Instructions: To be advised.


 


5. Offices:


 


The Office of Dealer for
the Transaction is: [____________]


 


[Dealer’s Office Address]


 


The Office of Counterparty for the Transaction is: Inapplicable,
Counterparty is not a Multibranch Party.


 


6. Notices: For purposes of this Confirmation:


 


(a) Address for notices or communications to Counterparty:


 


		To:	Accolade, Inc.
	 	 	[    ]
		Attention:	[    ]
		Telephone:	[    ]
		Email:	[    ]



 


  (b) Address for notices or communications to Dealer:  




 


	 	 	 
	 	[To:	[    ]
	 		[    ]
	 		[    ]
	 	Attention:	[    ]
	 	Telephone:	[    ]
	 	Email:	[    ]]




 


For the avoidance of doubt, any notice or other communication
delivered by electronic messaging system, e-mail or facsimile transmission shall be deemed to be “in writing.”


 







     


     


    

 


7. Representations, Warranties and Agreements:



 


(a) In addition to the representations and warranties
in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of, and agrees with,
Dealer as follows:


 


(i) On the Trade Date (A) none of Counterparty
and its officers and directors is aware of any material non-public information regarding Counterparty or the Shares, and (B) all reports
and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act when considered as
a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports
and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading .


 


(ii) On the Trade Date, (A) the Shares
or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted
period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”), and (B) Counterparty
is not engaged in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements
of the exceptions set forth in Rules 101(b)(10) and 102(b)(7) or Rule 102(c)(1)(i) of Regulation M.


 


(iii) On the Trade Date, neither Counterparty
nor any “affiliated purchaser” (as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly
or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase,
place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest,
including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable
or exercisable for Shares, except through Dealer.


 


(iv) Without limiting the generality
of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates is making any representations
or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards
including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing
Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity's Own Equity (or any successor
issue statements).


 


(v) Without limiting the generality
of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.


 


(vi) Prior to the Trade Date, Counterparty
shall deliver to Dealer a resolution of Counterparty’s board of directors authorizing the Transaction.


 


(vii) Counterparty is not entering into
this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares)
or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the
Exchange Act.


 


(viii) Counterparty is not, and after
giving effect to the transactions contemplated hereby will not be, required to register as, an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended.


 






     


     


    

 


(ix) On each of the Trade Date and
the Premium Payment Date and immediately after giving effect to Transaction on the Premium Payment Date, (A) the value of the
total assets of Counterparty is greater than the sum of the total liabilities (including contingent liabilities) and the capital of
Counterparty, (B) the capital of Counterparty is adequate to conduct the business of Counterparty, and Counterparty’s
entry into the Transaction will not impair its capital, (C) Counterparty has the ability to pay its debts and obligations as
such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts
mature, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code
(Title 11 of the United States Code) (the “Bankruptcy Code”)) and (E) Counterparty would be able to purchase the
aggregate Number of Shares for the Transaction in compliance with the laws of the jurisdiction of Counterparty’s
incorporation.


 


(x) To Counterparty’s knowledge,
no U.S. state or local law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration
or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer
or its affiliates owning or holding (however defined) Shares; provided that no such representation shall be made by Counterparty
with respect to any rules and regulations applicable to Dealer (including FINRA) arising from Dealer’s status as a regulated entity
under applicable law.


 


(xi) Counterparty (A) is capable of
evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security
or securities, (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons,
unless it has otherwise notified the broker-dealer in writing, and (C) has total assets of at least $50 million.


 


(b) Each of Dealer and Counterparty agrees and
represents that it is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act,
as amended, and is entering into the Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise) and
not for the benefit of any third party.


 


(c) Each of Dealer and Counterparty acknowledges
that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section
4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic
risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in
respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able
to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an “accredited
investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction
for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the
Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities
Act and state securities laws, and (v) its financial condition is such that it has no need for liquidity with respect to its investment
in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and
is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands
and accepts, the terms, conditions and risks of the Transaction.


 


(d) Each of Dealer and Counterparty agrees and
acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant”
within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge
(A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code,
with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment
amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement
payment” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined
in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination
value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy
Code and a “transfer” within the meaning of Section 546 of the Bankruptcy Code, and (B) that Dealer is entitled to the protections
afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and
561 of the Bankruptcy Code.


 




     


     


    

 


(e) As a condition to the effectiveness of the
Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective Date, in substantially the form attached
hereto as Annex B.


 


(f) Counterparty understands that notwithstanding
any other relationship between Counterparty and Dealer and its affiliates, in connection with the Transaction and any other over-the-counter
derivative transactions between Counterparty and Dealer or its affiliates, Dealer or its affiliates is acting as principal and is not
a fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or termination thereof.


 


(g) [Each party acknowledges and agrees to be bound
by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable to transactions in options, and further agrees not
to violate the position and exercise limits set forth therein.


 


(h) Counterparty represents and warrants that it
has received, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared
by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.]8


 


8. Other Provisions:


 


(a) Right to Extend. Dealer may divide any
Component into additional Components and designate the Expiration Date and the Number of Options for each such Component if Dealer determines,
in good faith and a commercially reasonable manner, that such further division is necessary or advisable to preserve Dealer’s hedging
or hedge unwind activity with respect to the Transaction in light of existing liquidity conditions or to enable Dealer to effect purchases
of Shares in connection with its hedging, hedge unwind or settlement activity with respect to the Transaction in a manner that would,
if Dealer were Counterparty or an affiliated purchaser of Counterparty, be compliant and consistent with applicable legal, regulatory
or self-regulatory requirements, or with related policies and procedures, generally applicable to transactions of the type of the Transactions;
provided that in no event shall any Expiration Date for any Component be postponed to a date later than the Final Termination Date.


 


(b) Additional Termination Events.
Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption, exchange or conversion of any of
Counterparty’s [ ]% Convertible Senior Notes due 2026 (the “Convertible Notes”) issued pursuant to
Counterparty’s indenture (the “Indenture”) [to be]9 dated
March [ ], 2021, between Counterparty and U.S. Bank National Association, as trustee, Counterparty may, but is not required to,
notify Dealer in writing of such repurchase, redemption, exchange or conversion and the number of Convertible Notes so repurchased,
redeemed, exchanged or converted and the number of Shares underlying such Convertible Notes (any such notice, a “Repurchase
Notification” and any such event, a “Repurchase Event”). Notwithstanding anything to the contrary in
this Confirmation, the receipt by Dealer from Counterparty of (x) any Repurchase Notification, within the applicable time period set
forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such
Repurchase Notification, Counterparty is not in possession of any material non-public information regarding Counterparty or the
Shares, shall constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Repurchase
Notification and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following
receipt of such Repurchase Notification as an Early Termination Date with respect to the portion of this Transaction corresponding
to a number of Options (the “Repurchase Options”) equal to the lesser of (A) [(x)] the number of Shares
underlying the Convertible Notes applicable to the Transaction that is specified in such Repurchase Notification [minus
(y) the “Repurchase Options” (as defined in the Base Capped Call Transaction Confirmation, dated as of March [____],
2021, between Counterparty and Dealer relating to the Convertible Notes (the “Base Capped Call Transaction
Confirmation”)), if any, that relate to such Convertible Notes (and for purposes of determining whether any Options under
this Confirmation or under the Base Capped Call Transaction Confirmation shall be among the Repurchase Options hereunder or under,
and as defined in, the Base Capped Call Transaction Confirmation, such Convertible Notes shall be allocated first to the Base Capped
Call Transaction Confirmation until all Options thereunder are exercised or terminated)]10 and
(B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the aggregate
Number of Options shall be reduced by the number of Repurchase Options on a pro rata basis across all Components, as determined by
the Calculation Agent in a commercially reasonable manner. Any payment hereunder with respect to such termination shall be
calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a
Transaction having terms identical to this Transaction and a Number of Options equal to the number of Repurchase Options, (2)
Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the
Transaction were the sole Affected Transaction.


 





 






 8 If required.


9 Include if Indenture is not completed at the time of the Confirmation.


10 Include for additional capped
call transaction. 


 






     


     


    

 


(c) Alternative Calculations and Payment on
Early Termination and on Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event of Default
or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon
the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration
to be paid to all holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control,
or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected
Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s control), and if Dealer
would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement or any Cancellation Amount pursuant to Article
12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation
by the Share Termination Alternative (as defined below) unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed
in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement
Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its
election that the Share Termination Alternative shall not apply, (b) as of the date of such election, Counterparty represents that is
not in possession of any material non-public information regarding Counterparty or the Shares, and that such election is being made in
good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (c) Dealer agrees, in its sole
commercially reasonable discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions,
or the provisions of Section 6(d)(ii) and 6(e) of the Agreement, as the case may be, shall apply.


 


	 Share Termination Alternative:	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.
	 	 
	Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
	 	 
	Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider a variety of factors, including the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with the commercially reasonable purchase of Share Termination Delivery Property.



 









     


     


    

 


	Share Termination Delivery Unit:	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.
	 	 
	Failure to Deliver:	Applicable

         

	Other Applicable Provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.  “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.


 


(d) Disposition of Hedge Shares.
Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice of legal counsel, the
Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge
Shares”) cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty
shall, at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, use its commercially
reasonable efforts to make available to Dealer an effective registration statement under the Securities Act to cover the resale of
such Hedge Shares and (A) enter into an agreement, in form and substance reasonably satisfactory to Dealer, substantially in the
form of an underwriting agreement for a registered offering for companies of a similar size in a similar industry, (B) provide
accountant’s “comfort” letters in customary form for registered offerings of equity securities for companies of a
similar size in a similar industry, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty in
customary form for registered offerings of equity securities for companies of a similar size in a similar industry, (D) provide
other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities for
companies of a similar size in a similar industry and (E) afford Dealer a reasonable opportunity to conduct a “due
diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities for
companies of a similar size in a similar industry; provided, however, that, if Counterparty elects clause (i) above but
Dealer, in its commercially reasonable discretion, is not satisfied with access to due diligence materials, the results of its due
diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or
clause (iii) of this Section 8(d) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge
Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase
agreements customary for private placements of equity securities of companies of a similar size in a similar industry, in form and
substance commercially reasonably satisfactory to Dealer using best efforts to include customary representations, covenants, blue
sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated
buyer of the Hedge Shares from Dealer), opinions and certificates and such other documentation as is customary for private
placements agreements of equity securities of companies of a similar size in a similar industry, as is reasonably acceptable to
Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its
good faith and commercially reasonable judgment, to compensate Dealer for any customary liquidity discount from the public market
price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at
the Relevant Price on such Exchange Business Days, and in the amounts, requested by Dealer.


 






     


     


    

 


(e) Repurchase Notices. Counterparty shall,
on any day on which Counterparty intends to effect any repurchase of Shares, promptly give Dealer written notice of such repurchase (a
 “Repurchase Notice”) on such day if, following such repurchase, the Notice Percentage would reasonably be expected
to be (i) greater than [ ]11%
and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first
such Repurchase Notice, greater than the Notice Percentage as of the date hereof); provided that Counterparty may provide Dealer
advance notice on or prior to any such day to the extent it expects repurchases effected on such day may result in an obligation to deliver
a Repurchase Notice (and in such case, any such advance notice shall be deemed a Repurchase Notice to the maximum extent it expects that
repurchases set forth in such advance notice as if Counterparty had executed such repurchases) and in the case of any repurchases of Shares
pursuant to a plan under Rule 10b5-1 under the Exchange Act, Counterparty may elect to satisfy such requirement by promptly giving Dealer
written notice of entry into such plan, the maximum number of Shares that may be purchased thereunder and the approximate dates or periods
during which such repurchases may occur (with such maximum number of Shares deemed repurchased on the date of such notice for purposes
of this Section 8(e)); provided further that, if such repurchase would constitute material non-public information with respect
to Counterparty or the Shares, Counterparty shall make public disclosure thereof at or prior to delivery of such Repurchase Notice, advance
notice, or notice of entry into a Rule 10b5-1 plan, as applicable. The “Notice Percentage” as of any day is the fraction,
expressed as a percentage, the numerator of which is the aggregate Number of Shares plus the number of Shares underlying any other
capped call transactions sold by Dealer to Counterparty and the denominator of which is the number of Shares outstanding on such day.
In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section
8(e) then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees,
agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and
all commercially reasonable losses (including direct losses relating to the Dealer’s commercially reasonable hedging activities
as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance
from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims,
damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject under applicable
securities laws, including without limitation, Section 16 of the Exchange Act or under any U.S. state or federal law, regulation or regulatory
order, in each case relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any
Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted
by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty
will reimburse any Indemnified Party for all reasonable expenses (including reasonable outside counsel fees and expenses) as they are
incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending
or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and
whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty, in each case relating to
or arising out of such failure. This indemnity shall survive the completion of the Transaction contemplated by this Confirmation and any
assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted
assignee of Dealer. Counterparty will not be liable under this indemnity provision to the extent any loss, claim, damage, liability or
expense is found in a final judgment by a court to have resulted from Dealer’s gross negligence or willful misconduct.


 





 






	11 	To be 0.5% higher than the number of Shares underlying the capped
call (including any additional capped call) of the Dealer with the highest Applicable Percentage.





 




     


     


    

 



 


(f) Transfer and Assignment.


 


(i)        Dealer
may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of Counterparty, such consent
not to be unreasonably withheld or delayed; provided that Dealer may transfer or assign without any consent of Counterparty its
rights and obligations hereunder, in whole or in part, to (A) any affiliate of Dealer whose obligations would be guaranteed by Dealer
[or Dealer Parent]12 or (B)
any person (including any affiliate of Dealer whose obligations are not guaranteed in the manner described in clause (A)) or any person
whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this clause (B),
with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to Dealer's (or its guarantor's), provided,
however, that, in the case of this clause (B), in no event shall the credit rating of the Designated Transferee or of its guarantor
(whichever is higher) be lower than A3 from Moody's Investor Service, Inc. or its successor or A- from Standard and Poor's Rating Group,
Inc. or its successor; provided further that (i) Dealer will notify Counterparty in writing prior to any proposed transfer or
assignment to a Designated Transferee, (ii) as a result of any such transfer or assignment, Counterparty will not be required to pay
the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater
than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment, (iii)
after such transfer, Counterparty will not, as a result of any withholding or deduction made by the transferee or assignee as a result
of any Tax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee
or assignee under Section 2(d)(i)(4) of the Agreement as well as such withholding or deduction) an amount or a number of Shares, as applicable,
lower than the amount or the number of Shares, as applicable that Dealer would have been required to pay or deliver to Counterparty in
the absence of such Transfer, (iv) such transfer or assignment does not cause a deemed exchange for Counterparty of the Transactions
under Section 1001 of the Internal Revenue Code of 1986, as amended (the “Code”), and (v) prior to becoming a party
to the Transaction, the transferee or assignee shall have made the Payee Tax Representations and provided such tax documentation as may
be reasonably requested by Counterparty to permit Counterparty to determine that results described in clauses (ii) through (iv) of the
immediately preceding proviso will not occur upon or after such transfer and assignment . If at any time at which (1) the Equity Percentage
exceeds 8.0%, (2) the Option Equity Percentage exceeds 14.5%, or (3) Dealer, Dealer Group (as defined below) or any person whose ownership
position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”)
under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order
or organizational documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”),
owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership
in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification
obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable
Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received minus
(y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1), (2) or (3), an
 “Excess Ownership Position”), if Dealer, in its reasonable discretion, is unable to effect a transfer or assignment
to a third party in accordance with the requirements set forth above after its commercially reasonable efforts on pricing and terms and
within a time period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any
Scheduled Valid Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction,
such that an Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an
Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the
Agreement and Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having
terms identical to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial
termination, (iii) such portion of the Transaction were the only Terminated Transaction and (iv) Dealer were the party entitled to designate
an Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the
Agreement. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of
which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer for purposes of the “beneficial
ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively, “Dealer Group”) “beneficially own”
(within the meaning of Section 13 of the Exchange Act) without duplication on such day and (B) the denominator of which is the number
of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage,
(A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number
of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number
of Shares outstanding.


 







 



 12 If applicable.


 



     


     


    




 


(ii)       Counterparty
may transfer or assign any of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred
or assigned, the “Transfer Options”), to any party, without the consent by Dealer if such transfer or assignment complies
with the following conditions:


 


(A) With respect to any Transfer Options,
Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations under Section
2 (regarding Extraordinary Events) or 8(d) of this Confirmation;


 


(B) Any Transfer Options shall only
be transferred or assigned to a third party that is a U.S. person (as defined in the Code);


 


(C) Such transfer or assignment shall
be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings with respect
to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material
risks under applicable securities laws) and execution of any documentation and delivery of customary legal opinions with respect to securities
laws and other matters by such third party and Counterparty as are reasonably requested and reasonably satisfactory to Dealer;


 


(D) Dealer will not, as a result of
such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement
greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment;


 


(E) An Event of Default, Potential Event
of Default or Termination Event will not occur as a result of such transfer and assignment;


 


(F) Without limiting the generality
of clause (B), Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation
as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon
or after such transfer and assignment; and


 


(G) Counterparty shall be responsible
for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.


 


(iii)      Notwithstanding
any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares
or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase,
sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s
obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations
to Counterparty solely to the extent of any such performance


 






     


     


    

 


(g) Staggered Settlement. If Dealer determines
reasonably and in good faith that the number of Shares required to be delivered to Counterparty hereunder on any Settlement Date would
result in an Excess Ownership Position, then Dealer may, by notice to Counterparty prior to such Settlement Date (a “Nominal
Settlement Date”), elect to deliver any Shares due to be delivered on two or more dates (each, a “Staggered Settlement
Date”) or at two or more times on the Nominal Settlement Date as follows:


 


(i) in such notice, Dealer will specify
to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the 20th Exchange Business Day
after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is required to deliver under “Delivery
Obligation” (above) among the Staggered Settlement Dates or delivery times; and


 


(ii) the aggregate number of Shares
that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal the number of
Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; provided that in no event shall any
Staggered Settlement Date be a date later than the Final Termination Date.


 


(h) Disclosure. Effective from the date
of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials
of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.


 


(i) No Netting and Set-off. The provisions
of Section 2(c) of the Agreement shall not apply to the Transaction. Each party waives any and all rights it may have to set-off delivery
or payment obligations it owes to the other party under the Transaction against any delivery or payment obligations owed to it by the
other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation of law or otherwise.


 


(j) Equity Rights. Dealer acknowledges and
agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of
common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding
sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as a result of a breach by
Counterparty of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that
the obligations of Counterparty under this Confirmation are not secured by any collateral that would otherwise secure the obligations
of Counterparty herein under or pursuant to any other agreement.


 


(k) Early Unwind. In the event the
sale of the [“Firm Securities”]13 [“Additional
Securities”]14 (as
defined in the Purchase Agreement, dated as of March [ ], 2021, among [ ], as representatives of the several initial purchasers
thereto, and Counterparty (the “Purchase Agreement”)) is not consummated pursuant to the Purchase Agreement for
any reason by the close of business in New York on March [ ], 202115 (or
such later date as agreed upon by the parties which in no event shall be later than the second Scheduled Valid Day following March [
], 2021) (such date or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall
automatically terminate on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of
Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and
discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or
liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the
Early Unwind Date.


 





 



13 Include for capped call transaction


14 Include for additional capped call transaction


		15 	For the base capped call, to be the scheduled closing date for
the Firm Securities. For the additional capped call, to be the scheduled closing date for the Additional Notes.



 






     


     


    

 


(l) Illegality. The parties agree that,
for the avoidance of doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable law” shall include the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or regulation,
without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty
provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and the consequences specified in
the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement, shall apply to any Illegality arising
from any such act, rule or regulation.


 


(m) Amendments to Equity Definitions and the
Agreement. The following amendments shall be made to the Equity Definitions:


 


(i) solely for purposes of applying
the Equity Definitions and for purposes of this Confirmation, any reference in the Equity Definitions to a Strike Price shall be deemed
to be a reference to either of the Strike Price or the Cap Price, or both, as appropriate;


 


(ii) for the purpose of any adjustment
under Section 11.2(c) of the Equity Definitions, the first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A)
thereof, is hereby amended to read as follows: “(c) If “Calculation Agent Adjustment” is specified as the Method of
Adjustment in the related Confirmation of a Share Option Transaction, then following the announcement or occurrence of any Potential Adjustment
Event, the Calculation Agent will determine whether such Potential Adjustment Event has, in the commercially reasonable judgment of the
Calculation Agent, a material economic effect on the theoretical value of the relevant Shares or options on the Shares (provided
that such event is not based on (x) an observable market, other than the market for Counterparty’s own stock or (y) an observable
index, other than an index calculated and measured solely by reference to Counterparty’s own operations) and, if so, will (i) make
appropriate adjustment(s), if any, determined in a commercially reasonable manner, to any one or more of:”, and the portion of such
sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and
the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock
loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(provided
that, solely in the case of Sections 11.2(e)(i), (ii)(A), (iv) and (v), no adjustments will be made to account solely for changes in volatility,
expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of
Sections 11.2(e)(ii)(B) through (D), (iii), (vi) and (vii) adjustments may be made to account solely for changes in volatility, expected
dividends, stock loan rate or liquidity relative to the relevant Shares)”;


 


(iii) Section 11.2(a) of the Equity
Definitions is hereby amended by (1) deleting the words “in the determination of the Calculation Agent, a diluting or concentrative
effect on the theoretical value of the relevant Shares” and replacing these words with “in the commercially reasonable judgment
of the Calculation Agent, a material economic effect on the theoretical value of the Shares or options on such Shares”; and (2) adding
at the end thereof “; provided that such event is not based on (i) an observable market, other than the market for Counterparty’s
own stock or (ii) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations”;


 


(iv) Section 11.2(e)(vii) of the
Equity Definitions is hereby amended and restated as follows: “any other corporate event involving the Issuer that in the
commercially reasonable judgment of the Calculation Agent has a material economic effect on the theoretical value of the Shares or
options on the Shares; provided that such corporate event involving the Issuer is not based on (a) an observable market,
other than the market for Counterparty’s own stock or (b) an observable index, other than an index calculated and measured
solely by reference to Counterparty’s own operations.”; and


 






     


     


    

 


(v) Section 12.7(b) of the Equity Definitions
is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties after” appearing
after the words “agreed promptly” and replacing with the words “by the parties on or prior to”.


 


(n) Governing Law. THE AGREEMENT, THIS
CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN TITLE 14 OF THE NEW
YORK GENERAL OBLIGATIONS LAW). THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION
OR ANY TRANSACTIONS CONTEMPLATED HEREBY.


 


(o) Adjustments. For the avoidance of doubt,
whenever the Calculation Agent or Determining Party is called upon to make any calculation, determination or adjustment pursuant to the
terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining
Party shall make such calculation, determination or adjustment by reference to the effect of such event on the Hedging Party, assuming
that the Hedging Party maintains a commercially reasonable hedge position.


 


(p) Delivery or Receipt of Cash. For the
avoidance of doubt, other than payment of the Premium by Counterparty, nothing in this Confirmation shall be interpreted as requiring
Counterparty to cash settle the Transaction, except in circumstances where cash settlement is within Counterparty’s control (including,
without limitation, where Counterparty elects to deliver or receive cash) or in those circumstances in which holders of Shares would also
receive cash.


 


(q) Waiver of Jury Trial. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT,
THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY. 


 


(r) Amendment. This Confirmation and the
Agreement may not be modified, amended or supplemented, except in a written instrument signed by Counterparty and Dealer.


 


(s) Counterparts. This Confirmation may
be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the
same instrument.


 


(t) Tax Matters. 


 


(i) Payee Tax Representations.


 


For the purpose of Section 3(f) of the
Agreement, Counterparty makes the following representation to Dealer:


 






     


     


    

 


Counterparty is a corporation and a U.S.
person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations)
for U.S. federal income tax purposes.


 


For the purpose of Section 3(f) of the
Agreement, Dealer makes the following representations to Counterparty:


 


[Dealer is (1) a U.S. person (as that
term is defined in Section 7701(a)(30) and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations) for U.S. federal income tax
purposes and (2) an exempt recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations.]16


 


(ii) Tax Documentation. For the
purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed United
States Internal Revenue Service Form W-9 (or successor thereto) and [Dealer agrees to deliver to Counterparty, as applicable, a U.S. Internal
Revenue Service Form W-8 or Form W-9 (or successor thereto). Such forms or documents shall be delivered upon (i) execution of this Confirmation,
(ii) Counterparty or Dealer, as applicable, learning that any such tax form previously provided by it has become obsolete or incorrect,
and (iii) reasonable request of the other party.]17


 


(u) Withholding Tax imposed on payments to non-US
counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax”, as defined in Section
14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of
the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)
of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into
in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of
doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section
2(d) of the Agreement.


 


(v) HIRE Act.  “Indemnifiable Tax”,
as defined in Section 14 of the Agreement, shall not include any tax imposed on payments treated as dividends from sources within the
United States under Section 871(m) of the Code or any regulations issued thereunder. For the avoidance of doubt, any such tax imposed
under Section 871(m) of the Code is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section
2(d) of the Agreement.


 


(w) Wall Street Transparency and Accountability
Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the
parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment
made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend
or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased
costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including,
but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or
Illegality (as defined in the Agreement)).


 


(x) [QFC Stay Rules. The parties agree
that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the
 “Protocol”), the terms of the Protocol are incorporated into and form a part of this Confirmation, and for such
purposes this Confirmation shall be deemed a Protocol Covered Agreement, and each party shall be deemed to have the same status as
Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the
parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform
with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are
incorporated into and form a part of this Confirmation and each party shall be deemed to have the status of “Covered
Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or
(iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the
 “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S.
G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay
Protocol page at www.isda.org and a copy of which is available upon request), the effect of which is to amend the qualified
financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into
and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a “Covered Agreement,”
Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the
event that, after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the
Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Confirmation and the terms of
the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC
Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay
Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered
into between the parties or provided by one to the other.


 





 






16 Include appropriate tax matters for each Dealer.


17 Include appropriate tax matters for each Dealer.


 






     


     


    

 


“QFC Stay Rules” means the regulations
codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an
express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority
under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or
indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate
credit enhancements.]18


 


(y) CARES Act. Counterparty represents and
warrants that neither it nor any of its subsidiaries has applied, and shall not, until after the first date on which no portion of the
Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply,
for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES
Act”)) or other investment, or to receive any financial assistance or relief under any program or facility (collectively “Financial
Assistance”) that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted,
adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) requires under applicable
law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program
or facility) as a condition of such Financial Assistance, that the Counterparty comply with any requirement not to, or otherwise agree,
attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity
security of Counterparty, and that Counterparty has not, as of the date specified in the condition, made a capital distribution or will
not make a capital distribution, or (ii) where the terms of the Transaction would cause Counterparty to fail to satisfy any condition
for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”);
provided, that Counterparty or any of its subsidiaries may apply for Restricted Financial Assistance if Counterparty either (a)
determines based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty
or any of its subsidiaries to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based
on the terms of the program or facility as of the date of such advice or (b) delivers to Dealer evidence or other guidance from a governmental
authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific
reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).


 


(z) [Insert
Agency and other Dealer Boilerplate, If Applicable]


 


 






18 Include as appropriate
for Dealer


 






     


     


    

 


Please confirm that the foregoing correctly sets
forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets
forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.


 


	 	Yours faithfully,
	 	 
	 	[DEALER]
	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:



 


[Signature Page to [Base][Additional]
Capped Call Confirmation]


 






     


     


    

 


	Agreed and Accepted By:	 
	 	 
	ACCOLADE, INC.	 
	 	 
	By	 	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to [Base][Additional]
Capped Call Confirmation]


 






     


     


    




 


Bidding Form 3/23/21


 


Schedule 1


 


[Form of Guarantee]


 






     


     


    

 


 


Annex A


 


For each Component of the Transaction, the Number of Options and Expiration
Date is set forth below.


 


	Component Number	Number of Options	Expiration Date
	1	 	 
	2	 	 
	3	 	 
	4	 	 
	5	 	 
	6	 	 
	7	 	 
	8	 	 
	9	 	 
	10	 	 
	11	 	 
	12	 	 
	13	 	 
	14	 	 
	15	 	 
	16	 	 
	17	 	 
	18	 	 
	19	 	 
	20	 	 
	21	 	 
	22	 	 
	23	 	 
	24	 	 
	25	 	 
	26	 	 
	27	 	 
	28	 	 
	29	 	 
	30	 	 
	31	 	 
	32	 	 
	33	 	 
	34	 	 
	35	 	 
	36	 	 
	37	 	 
	38	 	 
	39	 	 
	40	 	 



 


[Signature Page to [Base][Additional]
Capped Call Confirmation]


 






     


     


    

 


Annex B


 


Form of Opinion


 


		1.	Counterparty is validly existing and in good standing under the laws of the State
of Delaware.



 


		2.	The execution and delivery by Counterparty of the Confirmation and the performance
by Counterparty of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of Counterparty
and (ii) do not violate the certificate of incorporation of Counterparty.



 


		3.	The execution and delivery by Counterparty of the Confirmation and the performance
by Counterparty of its obligations thereunder, as of the Premium Payment Date, do not result in a breach of or constitute a default under
the express terms of any material agreements specified on the schedule to the opinion.



 


[Signature Page to [Base][Additional]
Capped Call Confirmation]