Exhibit 4.1


 





REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, by and among Accolade, Inc., a Delaware
corporation (the “Company”), and the stockholders listed on the Schedule of Holders on Exhibit
A hereto (individually, together with its permitted designees and assigns, the “Holder” and collectively,
the “Holders”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings
set forth in the Agreement and Plan of Merger by and among the Company, Maestro Merger Sub, LLC, Innovation Specialists LLC d/b/a
2nd.MD (“Seller”) and Shareholder Representative Services LLC, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Merger Agreement”).


 


RECITALS


 


A.            Upon
the terms and subject to the conditions of the Merger Agreement, the Company will issue to the Holders up to 4,993,237 shares
of Common Stock (as defined below) (the “Shares”); and


 


B.             To
induce the parties to enter into the Merger Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the
 “1933 Act”).


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and
the Holders hereby agree as follows:


 


1.             DEFINITIONS.


 


All capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. As used in this Agreement,
the following terms shall have the following meanings:


 


a.       “Common
Stock” means the common stock of the Company, par value $0.0001 per share.


 


b.       “Initial
Filing Deadline” means the date as soon as reasonably practicable following the Closing Date, which in no event shall
be later than thirty (30) calendar days after the Closing Date; provided, however, that the Initial Filing Deadline shall be extended
as reasonably necessary until the time at which the Requisite Seller Financial Statements are available to the extent they are
not available thirty (30) calendar days after the Closing Date.


 


c.      “Person”
means any person or entity including any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


d.       “Register,”
 “registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the SEC.


 


e.       “Registrable
Securities” means the Shares. As to any particular Registrable Securities, such securities shall not be Registrable
Securities when (i) a Resale Registration Statement registering such Registrable Securities under the 1933 Act has been
declared effective and such Registrable Securities have been sold, transferred or otherwise disposed of by the Holder thereof
pursuant to such effective Resale Registration Statement, (ii) such Registrable Securities are sold, transferred or
otherwise disposed of pursuant to Rule 144, (iii) such securities cease to be outstanding, or (iv) such securities
have become eligible for sale by the applicable Holder pursuant to Rule 144 without any restriction on the volume or
manner of such sale.


 






     


     


    

 


f.       “Resale
Registration Statement” means a registration statement of the Company filed under the 1933 Act covering the resale of
Registrable Securities.


 


g.       “Required
Holders” means the holders of at least two-thirds of the then-outstanding Registrable Securities.


 


h.      “Requisite
Seller Financial Statements” means the financial statements of Seller (including pro forma financial information) that
are required by the 1933 Act to be included in the Resale Registration Statement.


 


i.        “Transfer”
means, when used as a noun, any direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, gift,
pledge, assignment, attachment or other transfer (including the creation of any derivative or synthetic interest, including a participation
or other similar interest) and, when used as a verb, voluntarily to directly or indirectly sell, dispose, hypothecate, mortgage,
gift, pledge, assign, attach or otherwise transfer, in any case, whether by operation of law or otherwise.


 


j.       “underwritten
offering” means a registered offering of securities conducted by one or more underwriters pursuant to the terms of an
underwriting agreement.


 


2.             REGISTRATION.


 


a.       Mandatory
Registration. Subject to any Permitted Delay, the Company shall prepare, and, as soon as practicable but in no event later
than the Initial Filing Deadline, file with or confidentially submit to the SEC a Resale Registration Statement on Form S-1 covering
the resale of all of the Registrable Securities. Each Holder who will include its shares in the Resale Registration Statement shall
sign and return to the Company a Selling Stockholder questionnaire in substantially the form attached hereto as Exhibit
B. The Company shall use its commercially reasonable efforts to (i) cause the Resale Registration Statement to be declared
effective by the SEC as soon as practicable after the filing thereof and (ii) keep such Resale Registration Statement continuously
effective and in compliance with the 1933 Act and useable until such time as the restrictive legends and/or similar designations
on the Shares of Seller have been removed pursuant to Section 4(e), including by filing successive replacement or renewal Registration
Statements upon the expiration of such Resale Registration Statement. If (i) there is material non-public information regarding
the Company the disclosure of which the Company determines would reasonably be expected to have a significant adverse effect on
the Company and that the Company would not otherwise be required to disclose at such time or (ii) the Company determines the Resale
Registration Statement proposed to be delayed or suspended would reasonably be expected to, if not delayed or suspended, have an
adverse effect on any pending negotiation or plan of the Company to effect a merger, acquisition, disposition, financing, reorganization,
recapitalization or other similar transaction, in each case that, if consummated, would be material to the Company, then the Company
may postpone or suspend filing or effectiveness of such Resale Registration Statement or use of the prospectus under the Resale
Registration Statement (a “Permitted Delay”); provided that the Company shall not be entitled to exercise a
Permitted Delay (A) more than once during any six (6) month period or (B) for a period exceeding forty-five (45) days on any one
occasion.


 






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b.       Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the 1933 Act, a prospectus, including any amendments or prospectus supplements thereto, to be used
in connection with sales of the Registrable Securities under the Resale Registration Statement.


 


3.              PIGGYBACK
REGISTRATIONS.


 


a.       If
prior to the filing of a Resale Registration Statement, the Company proposes to register any equity securities under the 1933 Act
(other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering
or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii)
pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the 1933
Act or any successor rule thereto) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether
for its own account or for the account of one or more stockholders of the Company (other than the Holders of Registrable Securities)
(a “Piggyback Registration”), the Company shall give prompt written notice to each Holder of Registrable Securities
of its intention to effect such a registration (but in no event less than ten (10) business days prior to the proposed date of
filing of the applicable Registration Statement) and, subject to Section 3(b), shall include in such Registration Statement and
in any offering of equity securities to be made pursuant to such Registration Statement that number of Registrable Securities requested
to be sold in such offering by such Holder for the account of such Holder, provided that the Company has received a written request
for inclusion therein from such Holder no later than five (5) business days after the date on which the Company has given notice
of the Piggyback Registration to Holder.


 


b.       If
the managing underwriter for an offering under a Piggyback Registration advises the Company in writing that, in the managing underwriter’s
opinion, the number of equity securities proposed to be included in such offering, including all Registrable Securities and all
other equity securities requested to be included in such offering, exceeds the number of equity securities which can reasonably
be expected to be sold in such offering without adversely affecting the success of the offering (including the price, timing or
distribution of the securities to be sold in such offering), the Company shall exclude in such Piggyback Registration: (i) first,
securities held by any Person who does not have any contractual rights to cause the Company to register such securities; (ii) second,
securities held by any Person with such contractual rights other than those granted under this Agreement or that certain Fifth
Amended and Restated Registration Rights Agreement, dated as of October 2, 2019, by and among the Company and the stockholders
party thereto (the “Fifth A&R RRA”); (iii) third, any registered for primary issue securities held by the
Company; (iv) fourth, Registrable Securities pro rata among the holders thereof on the basis of the respective number of Registrable
Securities requested to be included in such registration; and (v) fifth, securities held by any Person with such contractual
rights pursuant to the Fifth A&R RRA.


 


4.             RELATED
OBLIGATIONS.


 


With respect to the
Resale Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2(a), the Company
shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any
Resale Registration Statement and any prospectus used in connection with such Resale Registration Statement, as may be
necessary to keep the Resale Registration Statement effective, subject to Permitted Delays and Section 4(b) hereof and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
of the Company covered by the Resale Registration Statement until such time as there are no remaining Registrable Securities.
Should the Company file a post-effective amendment to the Resale Registration Statement, the Company will use its
commercially reasonable efforts to have such filing declared effective by the SEC within thirty (30) consecutive Business
Days following the date of filing, which such period shall be extended for an additional thirty (30) Business Days if the
Company receives a comment letter from the SEC in connection therewith.


 






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b.       Subject
to Permitted Delays, as promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify
each Holder that holds Registrable Securities in writing if the Company has determined that the prospectus included in any Resale
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, and as promptly as reasonably practical (taking into account the Company’s good faith assessment of any adverse
consequences to the Company and its stockholders of premature disclosure of such event or facts) prepare a prospectus supplement
or amendment to such Resale Registration Statement to correct such untrue statement or omission, and, upon any Holder’s request,
deliver a copy of such prospectus supplement or amendment to such Holder. In providing this notice to the Holders, the Company
shall not include any other information about the facts underlying the Company’s determination and shall not in any way communicate
any material nonpublic information about the Company or the Common Stock to the Holders. In no event shall the delivery of a notice
under this Section 4(b), or the resulting unavailability of a Resale Registration Statement, without regard to its duration, for
disposition of securities by the Holders be considered a breach by the Company of its obligations under this Agreement.


 


c.       If
reasonably requested by a Holder who holds Registrable Securities, the Company shall (i) promptly incorporate in a prospectus supplement
or post-effective amendment to the Resale Registration Statement such information as such Holder believes should be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as promptly as
practicable once notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii)
supplement or make amendments to any Resale Registration Statement (including by means of any document incorporated therein by
reference).


 


d.       The
Company shall use its commercially reasonable efforts to prepare and complete the Requisite Seller Financial Statements as promptly
as practicable following the Closing Date.


 


e.       The
Company shall immediately instruct its transfer agent to remove any restrictive legends and/or similar designations on the Registrable
Securities of any Holder upon such Registrable Securities becoming eligible for sale by such Holder pursuant to Rule 144 without
any restriction on the volume or manner of sale under Rule 144.


 


5.             OBLIGATIONS
OF THE HOLDERS.


 


a.       Each
Holder has furnished to the Company in Exhibit
B hereto such information regarding itself and the Registrable Securities held by it as reasonably requested by
the Company in order to effect the registration of such Registrable Securities. The Company shall notify the Holders in
writing of any other information the Company reasonably requires from the Holders in connection with any Registration
Statement hereunder. Each Holder will as promptly as practicable notify the Company of any material change in the information
set forth in Exhibit B,
other than changes in its ownership of Common Stock.


 






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b.       Each
Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any amendments and supplements to any Registration Statement hereunder.


 


6.             EXPENSES
OF REGISTRATION.


 


All reasonable expenses
of the Company, other than sales or brokerage commissions incurred by the Holders and fees and disbursements of counsel for the
Holders, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel
for the Company, shall be paid by the Company.


 


7.             INDEMNIFICATION.


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder, each
Person, if any, who controls a Holder, the members, the directors, officers, partners, employees, agents, representatives of
each Holder and each Person, if any, who controls a Holder within the meaning of the 1933 Act or the Securities Exchange Act
of 1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement (with the prior consent of the Company, such consent not to be unreasonably withheld, conditioned or
delayed) or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency or body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Resale Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering
under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or
the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final
prospectus to the Resale Registration Statement or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,
not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Resale Registration Statement (the matters in the foregoing clauses (i) through
(iii) being, collectively, “Violations”). Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 7(a): (A) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information about a Holder furnished in
writing to the Company by such Holder or such Indemnified Person expressly for use in connection with the preparation of the
Resale Registration Statement, or any such prospectus, amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any such
person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to
the benefit of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented; (C) shall not be available to the
extent such Claim is based on a failure of a Holder to deliver, or to cause to be delivered, the prospectus made available by
the Company; and (D) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person.


 






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b.       In
connection with the Resale Registration Statement or Prospectus, each Holder, severally and not jointly, agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 7(a), the Company, each of its directors,
each of its officers who signed the Resale Registration Statement and each Person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only
to the extent, that such Violation occurs in reliance upon and in conformity with written information about such Holder set forth
on Exhibit B hereto or updated
from time to time in writing by such Holder and furnished to the Company by such Holder expressly for inclusion in the Resale Registration
Statement or prospectus or from the failure of such Holder to deliver or to cause to be delivered the prospectus made available
by the Company; and, subject to Section 7(d), such Holder will reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this
Section 7(b) and the agreement with respect to contribution contained in Section 8 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably
withheld, conditioned or delayed; provided, further, however, that such Holder shall be liable under this Section 7(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net amount of proceeds actually received by such Holder as
a result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Indemnified Party.


 


c.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 7 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be, and upon such notice, the indemnifying party shall not be
liable to the Indemnified Person or Indemnified Party for any legal or other expenses subsequently incurred by the
Indemnified Person or Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Person
or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may be represented without
conflict by one counsel) shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for
any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or
other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party
or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.


 






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d.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


8.             CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any party who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds actually
received by such seller from the sale of such Registrable Securities.


 


9.             ASSIGNMENT
OF REGISTRATION RIGHTS.


 


The Holders may not assign
their rights under this Agreement, other than in connection with a transfer of Shares by a Holder to an Affiliate of such Holder,
which such assignment shall require prior written notice to the Company.


 


10.           AMENDMENT
OF REGISTRATION RIGHTS.


 


The provisions of this
Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, without the prior written consent of the Company and the Required Holders.


 


11.           MISCELLANEOUS.


 


a.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of
both electronic messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


 






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If to the Company:


 


Accolade, Inc.


1201 Third Avenue, Suite 1700


Seattle, WA 98101


 


Telephone:     (206) 926-8100


Attention:       Chief Executive
Officer with a copy to General Counsel 


Email:             Rajeev.Singh@accolade.com,
copy to Richard.Eskew@accolade.com


 


With a copy (which
shall not constitute delivery to the Company) to:


 


Cooley LLP


1700 Seventh Avenue, Suite 1900


Seattle, WA 98101


 


Telephone:     206-452-8700


Facsimile:      206-452-8800


Attention:      Alan Hambelton


Email:            ahambelton@cooley.com


 


If to a Holder:


 


To the address set forth opposite
such Holder’s name on Exhibit A hereto.


 


With a copy (which
shall not constitute delivery to the Holders) to:


 


Balch & Bingham LLP


811 Louisiana Street, Suite 1010


Houston, TX 77002


Attention: Philip A. Dunlap


E-mail: pdunlap@balch.com


 


Sullivan & Cromwell LLP


125 Broad Street


New York, NY 10004


Attention: Brian E. Hamilton


Email: Hamiltonb@sullcrom.com


 


or at such other address and/or
facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to
each other party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, and recipient facsimile number, (C) electronically
generated by the sender’s electronic mail containing the time, date and recipient email address or (D) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of receipt in accordance with clause (i),
(ii), (iii) or (iv) above, respectively. Any party to this Agreement may give any notice or other communication hereunder
using any other means (including messenger service, ordinary mail or electronic mail), but no such notice or other
communication shall be deemed to have been duly given unless it actually is received by the party for whom it is
intended.


 






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b.       No
failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege.


 


c.       The
corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of Wilmington for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d.       This
Agreement and the Merger Agreement constitute the entire understanding among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Merger Agreement supersede all other prior oral or written agreements between the Holders,
the Company, their affiliates and persons acting on their behalf with respect to the subject matter hereof and thereof.


 


e.       Subject
to the requirements of Section 8, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


f.       The
headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


g.       This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction of a) signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction
of a) signature.


 






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h.       Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


j.       This
Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and transferees and
nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit
or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, that the parties hereto hereby acknowledge
that the Persons set forth in Section 7 shall be express third-party beneficiaries of the obligations of the parties hereto set
forth in Section 7.


 


* * * * * *


 






    10


     


    

 


 


 



 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	THE COMPANY:
	 	 	 
	 	ACCOLADE, INC.
	 	 
	 	By:	/s/ Rajeev Singh
	 	Name:  	Rajeev Singh
	 	Title:	 Chief Executive Officer




 


[Signature Page to Registration
Rights Agreement]


 



     


     


    




 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	APRIL RIES
	 	 
	 	By:	/s/ April Ries




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Barry Sternlicht
	 	 
	  	By:	/s/ Barry Sternlicht




 


[Signature Page
to Registration Rights Agreement]


 



     


     


    




 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Beretta Dunes I LP
	 	 
	 	By:	/s/ [illegible]
	 	Name:  	 
	 	Title:	 




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Brenton Phillips
	 	 
	 	By:	/s/ Brenton Phillips




 


[Signature Page to Registration Rights
Agreement]


 









     


     


    

 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Carlyle USA LLC
	 	 
	 	By:	/s/ Gabriel Harvey
	 	Name:  	 Gabriel Harvey
	 	Title:	 Manager




 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Clayburn Investment Holdings
	 	 
	 	By:	/s/ Tom Rogers /s/ Zoe
    Wright
	 	Name:  	 Tom Rogers and Zoe Wright
	 	Title:	 Authorised Signatories of the Sole Director




 


[Signature Page to Registration Rights Agreement]


 






     


     


    




 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Clinton Phillips
	 	 
	 	By:	/s/ Clinton Phillips




 


[Signature Page to Registration Rights Agreement]


 



     


     


    




 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Daniel Barbara
	 	 
	 	By:	/s/ Daniel Francisc Barbara




 


[Signature Page
to Registration Rights Agreement]


 












     


     


    

 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	David “Jake” Jacobsen
	 	 
	 	By:	/s/ David “Jake” Jacobsen




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Dominic Silvester
	 	 
	 	By:	/s/ Dominic Silvester




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Donovan Campbell
	 	 
	 	By:	/s/ Donovan Campbell 




 


[Signature Page to Registration
Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Douglas Y. Bech
	 	 
	 	By:	/s/ Douglas Y. Bech




 


[Signature Page
to Registration Rights Agreement]


 



     


     


    





 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	ErikSson Family Trust
	 	 
	 	By:	 /s/ Warren Gordon Eriksson
	 	Name: Warren Gordon Eriksson
	 	Title: Director




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 





	 	HOLDER:
	 	 
	 	Eriksson
    Havilah Gold Fund
	 	 
	 	By:	/s/
    Warren Gordon Eriksson
	 	Name: Warren Gordon Eriksson
	 	Title: Trustee




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:

                                                                          

	 	 
	 	GFP
    2nd.MD, LLC
	 	 
	 	By:	/s/
    Bruce Gendelman
	 	Name: Bruce Gendelman
	 	Title: 2/24/21




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Graham
    Chalfant
	 	 
	 	By:	/s/
    Graham Chalfant
	 	 







 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	HalberdCross
    LLC
	 	 
	 	By:	/s/
    Suni Sukduang
	 	Name: Suni Sukduang
	 	Title: Member




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Jason
    Melton
	 	 
	 	By:	/s/
    Jason Melton







 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Jeff
    Tangney
	 	 
	 	By:	/s/
    Jeff Tangney




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 





IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	John
    Kevin Scroggins
	 	 
	 	By:	/s/
    John Kevin Scroggins




 


[Signature Page to Registration Rights Agreement] 


 









     


     


    

 





IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Kim
    Lyman
	 	 
	 	By:	/s/
    Kim Lyman




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 





IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Kirk
    Rosin
	 	 
	 	By:	/s/
    Kirk Rosin




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Kristin
    Gasteazoro
	 	 
	 	By:	/s/
    Kristin Gasteazoro




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Kristin
    Herrera
	 	 
	 	By:	/s/
    Kristin Herrera




 


[Signature Page to Registration Rights Agreement] 


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Lacewood
    LP
	 	 
	 	By:	/s/
    Alan L. Smith
	 	Name: Alan L. Smith
	 	Title: President










 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Marsha
    Hyslop
	 	 
	 	By:	/s/
    Marsha Hyslop




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Mary
    Thompson
	 	 
	 	By:	/s/
    Mary T. Thompson




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Maureen
    Phillips
	 	 
	 	By:	/s/
    Maureen Phillips




 


[Signature Page
to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Megan
    Wirth
	 	 
	 	By:	/s/
    Megan Wirth




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


	 	 
	 	HOLDER:
	 	 
	 	Michael
    Duchowny
	 	 
	 	By:	/s/
    Michael Duchowny




 


[Signature Page
to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Moody
    Sisters One, LLC
	 	 
	 	By:	/s/
    Brett C Moody
	 	Name: Brett C Moody
	 	Title: Manager




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Morgan
    McHugh
	 	 
	 	By:	/s/
    Morgan McHugh




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


	 	 
	 	HOLDER:
	 	 
	 	NCF
    Corporation, as sole member of the Board
    of Trustees of NCF Charitable
    Trust
	 	 
	 	By:	/s/
    Bradley Orr
	 	Name: Bradley Orr
	 	Title: President




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Petie
    Dipaolo
	 	 
	 	By:	/s/
    Petrina Dipaolo
	 	 




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Robert
    Meislin
	 	 
	 	By:	/s/
    Robert Meislin




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Sable
    Management LP
	 	 
	 	By:	/s/
    James C. Flores
	 	Name: James C. Flores
	 	Title: Sole Member of Sable
    Management LLC,
	 	          GP of Sable Management LP




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Scott
    Beeber
	 	 
	 	By:	/s/
    Scott Beeber




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Spine
    & Scoliosis Specialists
	 	 
	 	By:	/s/
    Joseph M. Zavatsky, M.D.
	 	Name: Joseph M. Zavatsky, M.D.
	 	Title: CEO




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Troy
    Kubicek
	 	 
	 	By:	/s/
    Troy Kubicek




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Turnbury
    Dunes I LP
	 	 
	 	By:	/s/
    Todd O. Brock
	 	Name: Todd O. Brock
	 	Title: Manager




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	VB
    Teaching Tools Inc
	 	 
	 	By:	/s/
    Chris Dollins
	 	Name: Chris Dollins
	 	Title: Director




 


[Signature Page to Registration Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	Warren
    Eriksson
	 	 
	 	By:	/s/
    Warren Eriksson




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 








IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	HOLDER:
	 	 
	 	William
    Koch
	 	 
	 	By:	/s/
    William Koch



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 



 


EXHIBIT A


 


Schedule of Holders


 


	Name	
        Address for Notices

         

	Carlyle USA LLC	 
	Clinton Phillips	 
	NCF Corporation 	 
	Jason Melton	 
	Moody Sisters One, LLC	 
	Clayburn Investment Holdings	 
	Brenton Phillips	 
	Sable Management LP	 
	GFP 2nd.MD, LLC	 
	William Koch	 
	Douglas Y. Bech	 
	Lacewood LP	 
	Barry Sternlicht	 
	Beretta Dunes I LP	 
	Dominic Silvester	 
	Turnbury Dunes I LP	 
	Spine & Scoliosis Specialists	 
	Donovan Campbell	 
	Eriksson Family Trust	 
	Eriksson Havilah Gold Fund	 
	Marsha Hyslop	 
	Robert Meislin	 
	Michael Duchowny	 
	Morgan McHugh	 
	April Ries	 
	Maureen Phillips	 
	VB Teaching Tools Inc	 
	HalberdCross LLC	 
	Jeff Tangney	 
	John Kevin Scroggins	 
	Troy Kubicek	 
	Kirk Rosin	 
	Kristin Herrera	 
	Warren Eriksson	 
	Kim Lyman	 
	Scott Beeber	 
	Kristin Gasteazoro	 
	David “Jake” Jacobsen	 
	Megan Wirth	 
	Graham Chalfant	 
	Mary Thompson	 
	Daniel Barbara	 
	Petie Dipaolo	 



 






     


     


    

 


EXHIBIT B


 


SELLING
STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.0001 per share of Accolade, Inc. (the “Company”) issued pursuant
to an Agreement and Plan of Merger by and among the Company, Maestro Merger Sub, LLC, Innovation Specialists LLC d/b/a 2nd.MD (“Seller”)
and Shareholder Representative Services LLC, dated as of January 14, 2021 (the “Agreement”), understands that
the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Registration
Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities in accordance with the terms of the Agreement and the Registration Rights Agreement
by and among the Company and the Holders named therein, dated as of March 3, 2021 (the “Registration Rights Agreement”).
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


In order to sell or
otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally
will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the
 “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172
under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification
provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling
stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire
within ten (10) Business Days following the date of the Registration Rights Agreement (1) will not be named as selling stockholders
in the Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the Prospectus. Holders of Registrable Securities
are advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder
in the Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder: _____________________



 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
listed in Item 3 below are held: _____________________



 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by the questionnaire): _____________________



 






     


     


    

 


		2.	Address for Notices to Selling Stockholder:



 


______________________


______________________


______________________


 


	 	Telephone: ______________________________________
	 	Fax: ____________________________________________
	 	Contact Person: ___________________________________
	 	E-mail address of Contact Person: _____________________


		3.	Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:



 


		(a)	Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:
____________________



 


		(b)	Number of shares of Common Stock to be registered pursuant to this Notice for resale: ___________________



 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes  ̈
No  ̈


 


		(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


Yes  ̈
No  ̈


 


Note: If no, the Commission’s staff
has indicated that you should be identified as an underwriter in the Registration Statement.


 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈
No  ̈


 


Note: If yes, provide a narrative explanation below:


 


		 



 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes  ̈
No  ̈


 


Note: If no, the Commission’s staff has indicated that
you should be identified as an underwriter in the Registration Statement.


 



     


     


    

 


		5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.



 


Except as set forth below
in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.


 


Type and amount of other securities beneficially
owned: ________________________


 


		6.	Relationships with the Company:



 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


	State any exceptions here:	 




 


		7.	Plan of Distribution:



 


The undersigned has reviewed the form of Plan of Distribution
attached as Annex A hereto, and hereby confirms that, except as set forth
below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.


 


	State any exceptions here:	 




 


************


 


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and
prior to the effective date of any applicable Registration Statement. All notices hereunder shall be made in writing, by hand delivery,
confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address set forth below.
In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in
this Notice and Questionnaire.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 


Once this Notice and Questionnaire is executed
by the undersigned and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs,
personal representatives, and assigns of the Company and the undersigned with respect to the Registrable Securities beneficially
owned by the undersigned and listed in Item 3 above.


 






     


     


    

 


By signing below, the undersigned
acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of
Registrable Securities pursuant to the Registration Statement. The undersigned also acknowledges that it understands that the
answers to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the
Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities
Act.


 


The undersigned hereby acknowledges and
is advised of the following Interpretation A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding
short selling:


 


“An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short
sale of common stock “against the box” and cover the short sale with registered shares after the effective date. The
issuer was advised that the short sale could not be made before the registration statement become effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section
5 if the shares were effectively sold prior to the effective date.”


 


By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge
and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.


 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:                                                         	Beneficial Owner:	 



 


	 	By:	 



 


	 	Name:	 



 


	 	
        

        Title:
	



 


PLEASE EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE
AND

QUESTIONNAIRE OR RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


	
        Brian Woodard

        Cooley LLP

        1700 Seventh Avenue, Suite 1900

        Seattle, WA 98101

	Tel: (206) 452-8764 
	Email:  bwoodard@cooley.com


 






     


     


    

 


Annex
A


 


PLAN OF DISTRIBUTION


 


We are registering the shares of common
stock issued to the selling stockholders. We will not receive any of the proceeds from the sale by the selling stockholders of
the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders may sell all or
a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions,


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing of options, whether such options are listed on an options exchange or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales;



 


		·	sales pursuant to Rule 144;



 


		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 






     


     


    

 


If the selling stockholders effect such
transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types
of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of
common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.


 


The selling stockholders may pledge or grant
a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to
this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of
1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of
common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.


 


The selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers.


 


Under the securities laws of some states,
the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.


 


There can be no assurance that any selling
stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this
prospectus forms a part.


 






     


     


    

 


The selling stockholders and any other
person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of
common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may
affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We will pay all expenses of the registration
of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a
selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders
against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements,
or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities,
including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder
specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to
contribution.


 


Once sold under the registration statement,
of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our
affiliates.