Exhibit 10.1


 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


This Fourth
Amendment to Credit Agreement (this “Amendment”) is made as of March 2, 2021, by and among Accolade, Inc. (“Borrower”),
MD Insider, Inc., the financial institutions signatory hereto (the “Lenders”) and Comerica Bank, as agent for the Lenders
(in such capacity, “Agent”).


 


RECITALS


 


A.                
Borrower, Agent and Lenders entered into that certain Credit Agreement, dated as of July 19, 2019 (as amended or otherwise
modified from time to time, the “Credit Agreement”).


 


B.                 
Borrower has requested that Agent and the Lenders consent to the acquisition (the “Innovation Specialists Acquisition”)
by Borrower of 100% of the Equity Interests of Innovation Specialists LLC, a Texas limited liability company (“Innovation
Specialists”) pursuant to that certain Agreement and Plan of Merger, dated as of January 14, 2021 (the “Innovation
Specialists Acquisition Agreement”) by and among the Borrower, Maestro Merger Sub, LLC, a Texas limited liability company
and wholly owned subsidiary of Borrower and Shareholder Representative Services LLC, a Colorado limited liability company.


 


C.                 
Agent and the Lenders have agreed to consent to the Innovation Specialists Acquisition and make certain amendments to the
Credit Agreement, all as set forth in this Amendment and subject to the terms hereof.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, Borrower, Agent and the Lenders agree as follows:


 


	1.	The following definitions in Section 1.1 of the Credit Agreement are amended and restated as follows:



 


“Applicable
Floor” shall mean (a) as such term is used in the definitions of “LIBOR Rate” and “Benchmark Replacement”
(as defined in Section 11.11), one-half percent (0.50%) per annum and (b) as such term is used in the definition of “Base
Rate”, one and one-half percent (1.50%) per annum.


 


“Applicable
Reference Date” shall mean (i) for all purposes other than clause (c) of the definition of “Base Rate,” the date
that is two (2) Business Days prior to the first day of the applicable Eurodollar-Interest Period, and (ii) solely for purposes
of clause (c) of the definition of “Base Rate,” any date of determination (or, if such date is not a Business Day,
the preceding Business Day).


 


“Base
Rate” shall mean for any day, that per annum rate of interest which is equal to the sum of the Applicable Margin plus
the greatest of (a) the Prime Rate for such day, (b) the Federal Funds Effective Rate in effect on such day, plus one percent
(1.0%), (c) the LIBOR Rate (using the applicable 30-day or one-month rate) for such day, plus one percent (1.0%), and (d) the
Applicable Floor; provided, however, for purposes of determining the Base Rate during any period that the LIBOR Rate is
unavailable as determined under Sections 11.3 or 11.4 hereof or during a Benchmark Unavailability Period under Section 11.11
hereof, the Base Rate shall be determined without reference to clause (c) above. Any change in the Base Rate due to a change
in the Prime Rate, the Federal Funds Effective Rate, or such LIBOR Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Effective Rate, or the LIBOR Rate, respectively.


 






    1


     


    

 


“LIBOR
Rate” shall mean the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars
for a period equal to the relevant Eurodollar-Interest Period, commencing on the first day of such Eurodollar-Interest Period,
appearing on Page BBAM of the Bloomberg Financial Markets Information Service at or about 11:00 a.m. (London, England time) (or
soon thereafter as practical) on the Applicable Reference Date. In the event that such rate does not appear on Page BBAM of the
Bloomberg Financial Markets Information Service (or otherwise on such Service), the “LIBOR Rate” shall be determined
by reference to such other publicly available service for displaying LIBOR rates as may be agreed upon by the Agent and the Borrower,
or, in the absence of such agreement, the “LIBOR Rate” shall, instead, be the per annum rate equal to the average (rounded
upward, if necessary, to the nearest one-sixteenth of one percent (1/16%)) of the rate at which the Agent is offered dollar deposits
at or about 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as practical) on the Applicable Reference Date in the interbank
LIBOR market in an amount comparable to the principal amount of the relevant Eurodollar-based Advance which is to bear interest
at such Eurodollar-based Rate and for a period equal to the relevant Eurodollar-Interest Period. Notwithstanding the foregoing,
in no event shall the LIBOR Rate be less than the Applicable Floor.


 


“Excluded
Accounts” shall mean (a) any payroll accounts or benefit accounts held solely for the benefit of Borrower’s employees,
(b) any petty cash and other bank accounts, amounts on deposit in which do not exceed Fifty Thousand Dollars ($50,000) in the
aggregate for a period of five consecutive Business Days, (c) accounts for Borrower or Accolade Technologies s.r.o. maintained
at Citibank in aggregate account balances not to exceed $1,500,000 at any time, (d) so long as the Credit Parties maintain at
least $40,000,000 of their aggregate month-end deposit account and securities account balances, measured as of the last day of
each month, with Agent (or Comerica Securities, Inc.), and at least $40,000,000 of their aggregate month-end deposit account and
securities account balances, measured as of the last day of each month, with Western Alliance Bank, any other deposit accounts
and securities accounts; provided, that, if such aggregate balances maintained with Agent (or Comerica Securities, Inc.) or Western
Alliance Bank are less than such $40,000,000 minimum aggregate balance requirement at the end of any month, then the Credit Parties
shall transfer funds to the appropriate accounts to restore such $40,000,000 minimum aggregate balance requirement (subject to
the requirements set forth in Section 7.14), within 5 Business Days of the end of such month, and (e) the JPM Escrow Account.


 


“Revolving
Credit Maturity Date” shall mean the earlier to occur of (i) July 19, 2021, and (ii) the date on which the Revolving Credit
Aggregate Commitment shall terminate in accordance with the provisions of this Agreement; provided, however, (a) if the annual
revenue of Borrower and its Domestic Subsidiaries (other than Innovation Specialists) based on the financial statements delivered
pursuant to Section 7.1(a) for the Fiscal Year ending February 28, 2021, is greater than or equal to $160,000,000, and (b) no Default
or Event of Default shall have occurred and be continuing, then the Revolving Credit Maturity Date shall automatically, with no
further action required by the parties hereto, be extended to July 19, 2022.


 






    2


     


    

 


	2.	The following new definitions are added to Section 1.1 of the Credit Agreement in the appropriate
alphabetical order:



 


“Innovation
Specialists” shall mean Innovation Specialists LLC, a Texas limited liability company (“Innovation Specialists”).


 


“Innovation
Specialists Acquisition” shall mean the acquisition by Borrower of 100% of the Equity Interests of Innovation Specialists
pursuant to that certain Agreement and Plan of Merger, dated as of January 14, 2021, by and among the Borrower, Maestro Merger
Sub, LLC (“Maestro Merger Sub”), a Texas limited liability company and wholly owned subsidiary of Borrower, Innovation
Specialists LLC, and Shareholder Representative Services LLC, a Colorado limited liability company, whereby Maestro Merger Sub
will merge with and into Innovation Specialists, Merger Sub shall cease to exist, and Innovation Specialists shall continue as
the surviving company and a wholly owned subsidiary of Borrower.


 


“JPM
Loan” means the Debt (in the form of a PPP Loan) evidenced by that certain Note in the original principal amount of $2,460,684,
plus any accrued or applicable interest, dated as of April 15, 2020, made by Innovation Specialists in favor of JPMorgan Chase
Bank, N.A., as amended, restated, supplemented or otherwise modified from time to time.


 


“JPM
Escrow Account” means the account held at JPMorgan Chase Bank, N.A. holding funds in escrow in respect of the JPM Loan.


 


“PPP
Loan” means an unsecured loan that is guaranteed by the United States Small Business Administration pursuant to the U.S.
Small Business Administration, Coronavirus Aid, Relief, and Economic Security Act Paycheck Protection Program.


 


	3.	The definition of “Permitted Acquisition” in Section 1.1 of the
Credit Agreement is amended by amending and restating the first paragraph thereof as follows:



 


““Permitted
Acquisition” shall mean (x) the MDInsider Acquisition, provided that the aggregate cash consideration payable upon the consummation
of the MDInsider Acquisition shall not exceed $1,000,000, (y) the Innovation Specialists Acquisition and (z) any acquisition by
Borrower or any Guarantor of all or substantially all of the assets of another Person, or of a division or line of business of
another Person, or any Equity Interests of another Person, (i) which is consented to in writing by the Agent and the Majority
Lenders, (ii) which is funded with Concurrent Equity Proceeds or Borrower’s or any Guarantor’s Equity Interests, and
(iii) which satisfies and/or is conducted in accordance with the following requirements:”.


 


	4.	The definition of “Eligible Monthly Recurring Revenue” in Section
1.1 of the Credit Agreement is amended by (i) adding the words “(or other applicable Credit Party)” after the word
 “Borrower” in clause (a) thereof and in the first two instances in clause (k) thereof, (ii) deleting the word “and”
at the end of clause (k) thereof, (iii) replacing the “.” at the end of clause (l) thereof with “;and”
and (iv) adding the following new clause (m) thereto:



 


“(m)
Recurring Revenue from Eligible Recurring Revenue Contracts to which Innovation Specialists is a party until both (i) the
requirements set forth in Section 7.13 have been satisfied with respect to Innovation Specialists and (ii) the earliest to
occur of (x) receipt by Agent of all required reporting set forth in Section 7.1 and 7.2 with respect to the fiscal quarter
ending June 30, 2021 and (y) completion by Agent of a collateral audit of the Accounts and Inventory of the Credit Parties
(including Innovation Specialists) completed by an appraiser selected by the Agent and consented to by the Borrower (such
consent not to be unreasonably withheld), with all reasonable costs and expenses of such audits to be reimbursed by the
Credit Parties.”


 






    3


     


    

 


	5.	The definition of “Eligible Recurring Revenue Contracts” in Section 1.1 of the Credit
Agreement is amended by replacing the first reference to “Borrower” therein with the words “any Credit Party”.



 


	6.	The following is added as new Section 1.2 of the Credit Agreement:



 


“1.2
Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document or unless the context requires otherwise, (a) the definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined, (b) any pronoun shall include the corresponding masculine, feminine
and neuter forms, (c) the words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning
and effect as the word “shall”, (e) any definition of or reference to any agreement, instrument or other document (including
Loan Documents) shall be construed as referring to such agreement, instrument or other document as amended, supplemented or otherwise
modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in
any other Loan Document), (f) any reference herein to any Person shall be construed to include such Person’s successors and
assigns (subject to any restrictions on assignment set forth herein or in any other Loan Document), (g) the words “herein”,
 “hereof”, “hereto”, “hereunder” and similar terms shall refer to this Agreement or any other
Loan Document and not to any particular section or provision of this Agreement or such other Loan Document, (h) all references
to “articles”, “sections,” “clauses,” “exhibits” and “schedules” in
this Agreement or any other Loan Document shall be to articles, sections, clauses, exhibits and schedules, respectively, of this
Agreement or such other Loan Agreement, (i) any reference to any law or applicable law shall include any Requirement of Law, and
any reference to any law or regulation shall refer to such law or regulation as amended, modified or supplemented from time to
time, (j) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and
(k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word
 “through” means “to and including”.”


 






    4


     


    

 


	7.	The following is added as new Section 1.3 of the Credit Agreement:



 


“1.3 Eurodollar-based
Advances; LIBOR Notification. The interest rate on Eurodollar-based Advances is determined by reference to the LIBOR
Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the
rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July
2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel
contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE
Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a
result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer
be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar-based Advances. In light of
this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition
Event, a Term SOFR Transition Event or an Early Opt-in Election, Sections 11.11(a) and 11.11(b) provide the mechanism for
determining an alternative rate of interest. The Agent will promptly notify the Borrower, pursuant to Section 11.11(d), of
any change to the reference rate upon which the interest rate on Eurodollar-based Advances is based. However, the Agent does
not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR
Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without
limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Sections 11.11(a) or 11.11(b),
whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and
(ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 11.11(c)), including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will
be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as
did the London interbank offered rate prior to its discontinuance or unavailability,”


 


	8. 	Section 8.1 of the Credit Agreement is amended by adding a new clause 8.1(p) as follows:




 


“(p)the JPM Loan.”


 




	9.	Section 8.2 of the Credit Agreement is amended by adding a new clause 8.2(j) as follows:



 


“(j)Liens in favor of JPMorgan Chase Bank,
N.A. with respect to the JPM Escrow Account.”


 


	10.	Section 7.9(b) of the Credit Agreement is amended and restated as follows:




 


“(b)Covenant Revenue.


 




 (x)                Prior to the consummation of the Innovation Specialists Acquisition, maintain Covenant Revenue of not less than the amounts set forth in the table below for each six-month measuring period ending on the applicable date set forth opposite such amounts:




 


	Six Month Measuring Period Ending	 	Covenant Revenue	 
	August 31, 2020	 	$	61,000,000	 
	November 30, 2020	 	$	64,000,000	 
	February 28, 2021	 	$	83,000,000	 
	May 31, 2021	 	$	92,000,000	 
	August 31, 2021	 	$	82,000,000	 
	November 30, 2021	 	$	83,000,000	 
	February 28, 2022, and the last day of each fiscal quarter of the Borrower thereafter	 	$	100,000,000	 



  






    5


     


    

 


(y)               After the consummation of the Innovation Specialists Acquisition, maintain Covenant Revenue of not less than the amounts
set forth in the table below for each six-month measuring period ending on the applicable date set forth opposite such amounts:


 


	Six Month Measuring Period Ending	 	Covenant Revenue	 
	August 31, 2020	 	$	61,000,000	 
	November 30, 2020	 	$	64,000,000	 
	February 28, 2021	 	$	83,000,000	 
	May 31, 2021	 	$	100,800,000	 
	August 31, 2021	 	$	100,160,000	 
	November 30, 2021	 	$	103,480,000	 
	February
    28, 2022, and the last day of each fiscal quarter of the Borrower thereafter	 	$	125,040,000	 




 


Notwithstanding
the foregoing, if, as of the last day of any six month measuring period described in clause (x) or (y) above, Liquidity is at least
$100,000,000, the foregoing Covenant Revenue covenant shall not be tested for such six month measuring period.”


 


	11.	Section 11.11 of the Credit Agreement is amended and restated
as follows:



 


“11.11 Effect
of Benchmark Transition Event.


 


“11.11              Effect of Benchmark Transition
Event.


 


(a)   
Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed
not to be a “Loan Document” for purposes of this Section 11.11) if a Benchmark Transition Event or an Early Opt-in
Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of
the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark (and each reference thereto) for all purposes hereunder and under any Loan Document and in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of
 “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark
(and each reference thereto) for all purposes hereunder and under any Loan Document and in respect of any Benchmark setting at
or after 5:00 p.m. (Detroit, Michigan time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement
is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Majority Lenders.


 






    6


     


    

 


(b)   
 Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this
clause (b), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time
in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark
(and each reference thereto) for all purposes hereunder or under any Loan Document and in respect of such Benchmark setting and
subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or
any other Loan Document; provided that this clause (b) shall not be effective unless the Agent has delivered to the Lenders and
the Borrower a Term SOFR Notice.


 


(c)   
In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other
party to this Agreement or any other Loan Document.


 


(d)   
The Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation
of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement
of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders)
pursuant to this Section 11.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or
non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other
party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 11.11.


 


(e)   
Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with
the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBOR
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is
or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark
settings at or after such time to reinstate such previously removed tenor.


 






    7


     


    

 


(g)    Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any
request for a conversion to or continuation of any Eurodollar-based Advance to be made, converted or continued during any
Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a
request for, or conversion to, a Base Rate Advance. During any Benchmark Unavailability Period or at any time that a tenor
for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.


 


 (h) As used in this Section 11.11:




 


“Available
Tenor” means, as of any date of determination and with respect to the then current Benchmark, as applicable, any tenor for
such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause
(e) of this Section 11.10.


 


“Benchmark”
means, initially, the LIBOR Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the LIBOR Rate or the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to clause (a) or (b) of this Section 11.11.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by
the Agent for the applicable Benchmark Replacement Date:


 


		(1)	the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(3)	the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body
or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current
Benchmark for U.S. dollar denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;



 


provided that,
in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Agent in its reasonable discretion; provided further that,
notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR
Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date, the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (x) Term SOFR and (y) the related Benchmark
Replacement Adjustment, as set forth in clause (1)    of
this definition (subject to the immediately preceding proviso). Notwithstanding the foregoing, if the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than the Applicable Floor, the Benchmark Replacement
will be deemed to be the Applicable Floor for the purposes of this Agreement and the other Loan Documents.


 






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“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”
the first alternative set forth in the order below that can be determined by the Agent:



 


		(a)	the spread adjustment, or method for calculating or determining such spread adjustment, (which
may not be less than zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been
selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for the applicable Corresponding Tenor; provided, that if such Benchmark Replacement is set on a daily/overnight
basis, then such spread adjustment or method for calculating or determining such spread adjustment shall be based upon a period
that is approximately the same length (disregarding any business day adjustments) as the payment period for interest calculated
with reference to such Benchmark Replacement, but in no event in excess of three months;



 


		(b)	the spread adjustment (which may not be less than zero) as of the Reference Time such Benchmark
Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing
the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding
Tenor; provided, that if such Benchmark Replacement is set on a daily/overnight basis, then such spread adjustment or method for
calculating or determining such spread adjustment shall be based upon a period that is approximately the same length (disregarding
any business day adjustments) as the payment period for interest calculated with reference to such Benchmark Replacement, but in
no event in excess of three months; and



 


		(2)	for purposes of clause (3) of the definition of “Benchmark
Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may not be
less than zero) that has been selected by the Agent and the Borrower for the applicable Corresponding Tenor giving due consideration
to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on
the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities;



 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such
Benchmark Replacement Adjustment from time to time as selected by the Agent in its reasonable discretion.


 






    9


     


    

 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including, but not limited to, changes to the definition of “Applicable Reference Date”, the definition of
 “Base Rate”, the definition of “Business Day,” the definition of “Eurodollar-based Advance”,
the definition of “Eurodollar-based Rate”, the definition of “Eurodollar-based Interest Period,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and
implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent
with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible
or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner
of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the
other Loan Documents).


 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in the case of clause (1) or (2) of the definition
of “Benchmark Transition Event,” the later of (a)  the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark (or such component thereof);



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the
date of the public statement or publication of information referenced therein;



 


		(3)	in the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a
Term SOFR Notice is provided to the Lenders and the Borrower; or



 


		(4)	in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (Detroit, Michigan
time) on the fifth (5th) Business Day after the date notice of



such Early Opt-in Election is provided to the
Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.


 






    10


     


    

 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in
the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein
with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a public statement or publication of information by or on behalf of the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor
of such Benchmark (or such component thereof);



 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System,
the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such
component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or
an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which
states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of
such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof);or



 


		(3)	a public statement or publication of information by the regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark
(or such component thereof) are no longer representative.



 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with this Section 11.11 and (y) ending at the time that a
Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with this Section 11.11.


 






    11


     


    

 


“Corresponding
Tenor” means, with respect to any Available Tenor, as applicable, either a tenor (including overnight) or an interest payment
period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention
is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.


 


“Early Opt-in Election”
means, if the then-current Benchmark is the LIBOR Rate, the occurrence of:


 


		(1)	a notification by the Agent to (or the request by the Borrower to the Agent to notify) each
of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such
time contain (as a result of amendment or as originally executed) a SOFR-based rate including SOFR, a term SOFR or any other rate
based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available
for review, and



 


		(2)	the joint election by the Agent and the Borrower to trigger a fallback from the LIBOR Rate and
the provision by the Agent of written notice of such election to the Lenders.



 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBOR Rate, at or about
11:00 a.m. (London, England time) (or soon thereafter as practical) on the Applicable Reference Date, and (2) if such Benchmark
is not the LIBOR Rate, the time determined by the Agent in its reasonable discretion.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or
a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank
of New York, or, in each case, any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately
succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 






    12


     


    

 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based
on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition
Event.


 


“Term
SOFR Transition Event” means the determination by the Agent that (a) either (i) Term SOFR has been selected or recommended
for use by the Relevant Governmental Body or (ii) at least five currently outstanding U.S. dollar-denominated syndicated credit
facilities utilize a term SOFR-based rate as an available benchmark rate, (b) the administration of Term SOFR is feasible for the
Agent, and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a
Benchmark Replacement in accordance with Section 11.11 that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


	12.	Section 13.10(e) of the Credit Agreement is amended and restated as follows:



 


“(e)
Notwithstanding anything to the contrary herein (i) the Agent may, with the consent of the Borrower only, amend, modify or supplement
this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency, and (ii) the
Agent may make Benchmark Replacement Conforming Changes in accordance with Section 11.11.”


 


	13.	This Amendment shall become effective (according to the terms hereof) on the date (the “Fourth
Amendment Effective Date”) that the following conditions have been fully satisfied by Borrower:



 


		a.	Agent shall have received via facsimile or PDF (followed by the reasonably
prompt delivery of original signatures after the Fourth Amendment Effective Date) counterpart originals of this Amendment, in each
case duly executed and delivered by Agent, Borrower and the Lenders.



 


		b.	Agent shall have received payment of all fees and out of pocket expenses
incurred in connection with this Amendment (including, without limitation, legal fees, and the fee set forth in Section 13 below).



 


	14.	The Borrower shall comply with Section 7.13 of the Credit Agreement with respect to Innovation
Specialists within the time periods set forth therein.



 


	15.	In consideration of this Amendment, Borrower shall pay to Agent, an amendment fee of $15,000, which fee shall be earned, due and
payable on the Fourth Amendment Effective Date.



 






    13


     


    

 


	16.	The Borrower agrees as follows with respect to the period following the
Fourth Amendment Effective Date:



 


		a.	As soon as available, and in any event, on or before thirty (30) days after
the consummation of the Innovation Specialists Acquisition (or such longer period as the Agent shall agree in its sole discretion),
the Agent shall have received and satisfactorily reviewed Innovation Specialists’ (x) annual financial statements for the
Fiscal Year ending December 31, 2020, and (y) its most recent interim financial statements;



 


		b.	As soon as available, and in any event, on or before sixty (60) days after
the consummation of the Innovation Specialists Acquisition (or such longer period as the Agent shall agree in its sole discretion),
the Agent shall have received and satisfactorily reviewed a day 1 balance sheet of the Borrower and its Subsidiaries after giving
effect to the Innovation Specialists Acquisition; and



 


		c.	As soon as available, and in any event, on or before July 31, 2021 (or such
longer period as the Agent shall agree in its sole discretion), the Agent shall have received and satisfactorily reviewed the results
of a collateral evaluation group exam on the Borrower and its Subsidiaries (including Innovation Specialists), provided that such
exam shall not be required if the Innovation Specialists Acquisition is not consummated.



 


	17.	Borrower hereby certifies to the Agent and the Lenders as of the Fourth Amendment Effective Date that (a) execution and delivery
of this Amendment and the performance by each of the Credit Parties of its obligations under the Credit Agreement as amended hereby
(herein, as so amended, the “Amended Credit Agreement”) are within such undersigned’s powers, have been duly
authorized, are not in contravention of law or the terms of its articles of incorporation or bylaws or other organic documents
of the parties thereto, as applicable, and except as have been previously obtained do not require the consent or approval, material
to the amendments contemplated in this Amendment, of any governmental body, agency or authority, and the Amended Credit Agreement
will constitute the valid and binding obligations of such undersigned parties enforceable in accordance with its terms, except
as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding
in equity or at law), (b)  the representations and warranties
set forth in Article 6 of the Amended Credit Agreement are true and correct in all material respects on and as of the Fourth Amendment
Effective Date (except to the extent such representations specifically relate to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier date), (c)  
there have been no changes to any Credit Party’s constitutional documents since August 21, 2020, and (d) on and as
of the Fourth Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default shall have occurred
and be continuing.




 


	18.	Except as specifically set forth above, this Amendment shall not be deemed to amend or alter in any respect the terms and conditions
of the Credit Agreement (including without limitation all conditions and requirements for Advances and any financial covenants),
any of the Notes issued thereunder or any of the other Loan Documents. Nor shall this Amendment constitute a waiver or release
by the Agent or the Lenders of any right, remedy, Default or Event of Default under or a consent to any transaction not meeting
the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents. Furthermore,
this Amendment shall not affect in any manner whatsoever any rights or remedies of the Lenders with respect to any other non-compliance
by Borrower with the Credit Agreement or the other Loan Documents, whether in the nature of a Default or Event of Default, and
whether now in existence or subsequently arising, and shall not apply to any other transaction.




 






    14


     


    

 


	19.	MD Insider, Inc., party to that certain Guaranty, dated as of September 17,
2019 (the “Guaranty”) hereby ratifies and confirms its obligations under the Amended Credit Agreement and the applicable
Guaranty, and agrees that the Guaranty remains in full force and effect after giving effect to the effectiveness of this Amendment,
subject to no setoff, defense or counterclaim. MD Insider, Inc. confirms that this reaffirmation is not required by the terms of
the Guaranty and need not be obtained in connection with any prior or future amendments or extensions of additional credit to Borrower.



 


	20.	Borrower and each other Credit Party hereby acknowledges and agrees that
this Amendment and the amendments contained herein do not constitute any course of dealing or other basis for altering any obligation
of Borrower, any other Credit Party, or any other party or any right, privilege or remedy of the Lenders under the Credit Agreement,
any other Loan Document, any other agreement or document, or any contract or instrument.



 


	21.	Except as specifically defined to the contrary herein, capitalized terms
used in this Amendment shall have the meanings set forth in the Credit Agreement.



 


	22.	This Amendment is a Loan Document.



 


	23.	This Amendment may be executed in counterparts in accordance with Section
13.9 of the Credit Agreement.



 


	24.	AS FURTHER CONSIDERATION FOR THE AGREEMENTS AND UNDERSTANDINGS HEREIN, EACH
OF THE CREDIT PARTIES HEREBY RELEASES AGENT, EACH LENDER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM ANY LIABILITY, CLAIM, RIGHT OR CAUSE OF ACTION WHICH NOW EXISTS,
OR HEREAFTER ARISES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO FACTS IN EXISTENCE AS OF THE DATE HEREOF.
BY WAY OF EXAMPLE AND NOT LIMITATION, THE FOREGOING INCLUDES ANY CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED TO BE TAKEN
BY AGENT OR ANY LENDER UNDER THE LOAN DOCUMENTS, THE BUSINESS RELATIONSHIP WITH AGENT AND/OR ANY LENDER AND ALL OTHER OBLIGATIONS
OF ANY NATURE OR UNDERSTANDINGS (ACTUAL OR ALLEGED), ANY BANKING RELATIONSHIPS THAT ANY CREDIT PARTY HAS OR MAY HAVE HAD WITH AGENT
OR ANY LENDER AT ANY TIME AND FOR ANY REASON.



 






    15


     


    

 


It
is understood by each of the Credit Parties and it is each Credit Party’s intention that the release set forth in the
preceding paragraph (the “Release Paragraph”) shall be effective as a full and final accord and satisfactory
release of each and every matter specifically referred to in the Release Paragraph. In furtherance of this intention, each
Credit Party acknowledges that it is familiar with, and upon advice of counsel, does hereby waive, any and all rights they
may have or acquired under California Civil Code Section 1542, which reads as follows:


 


“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”


 


	25.	This Amendment shall be construed in accordance with and governed by the laws of the State of
California.



 






    16


     


    

  


WITNESS the due execution hereof as of the day and
year first above written.


 


	
        COMERICA BANK,

        as Administrative Agent and a Lender

	 	 	 
	By:	/s/ Walter
Weston	 
	Walter Weston	 
	Its:	Senior Vice President	 



 


[Signature Page to Fourth
Amendment to Credit Agreement (17439937)]


 






     


     


    

 


	
        WESTERN ALLIANCE BANK,

        as Lender
	 
	 
	 	 	 
	By:	/s/ Whitley
    Mayberry	 
	Its: 	Relationship Manager	 



 


[Signature Page to Third
Fourth Amendment to Credit Agreement (17439937)


 






     


     


    

 


	
        ACCOLADE, INC., as

        Borrower
	 
	 
	 	 	 
	By:	/s/ Stephen Barnes	 
	Its: 	CFO	 
	 	 	 
	
        MD INSIDER, INC.,

        as Guarantor
	 
	 
	 	 	 
	By: 	/s/ Stephen Barnes	 
	Its:	President	 



 


[Signature
Page to Fourth Amendment to Credit Agreement (17439937)]