Common use of Rent Pending Determination of Fair Market Rental Rate Clause in Contracts

Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due. APPLICANT’S SIGNATURE DATE 1201 TAB Owner, LLC Accolade, Inc. c/o Metropolitan Life Insurance Company (insert complete address) 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 April 29, 2019 (date required) office of Issuing Bank Amount: USD ( amount in words ) We hereby open our Irrevocable Standby Letter of Credit no. <<Instrument ID>> in your favor, for account of Accolade, Inc., for a sum not exceeding USD ( amount in words ) available by your draft(s) at sight on Comerica Bank when accompanied by the :following documents: 1. The original of this Irrevocable Standby Letter of Credit and original Amendment(s) if any. 2. Beneficiary’s sight draft, drawn on Comerica Bank and referencing this Letter of Credit No. <<Instrument ID>>, in the form attached hereto as Exhibit 1. Special Conditions: All signatures must be manually executed in original. Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit. It is a condition of this Irrevocable Standby Letter of Credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expiration date, unless at least thirty (30) days prior to the expiration date we send you notice by overnight courier that we elect not to extend this Irrevocable Standby Letter of Credit for any such additional period. Said notification will be sent to the address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier. Upon such notice to you, you may draw on us for an amount not to exceed the balance remaining in this Irrevocable Standby Letter of Credit within the then applicable expiration date. In no event, and without further notice from ourselves, will this Letter of Credit be extended beyond (final expiration date required) which shall be the final expiration date of this Letter of Credit. This Standby Letter of Credit may be successively transferable in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee (“Transferee”), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (attached) , duly executed. We are under no obligation to transfer this Standby Letter of Credit until all conditions to transfer set forth herein and under all applicable U.S. and foreign laws and regulations applicable to this Standby Letter of Credit are satisfied. Applicant’s failure to pay transfer charges will not delay or impede the transfer. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary’s name appears within this Standby Letter of Credit, the Transferee’s name is automatically substituted therefor. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees is for the Applicant’s account. All drafts required under this Irrevocable Standby Letter of Credit must be marked: “Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>.” In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation. Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of Comerica Bank under this Letter of Credit is the individual obligation of Comerica Bank, and is in no way contingent upon reimbursement with respect thereto. Please be advised that the term c/o (care of) shown above under the beneficiary is to be used for mailing purposes only and shall not be construed as giving any member, owner, officer, or employee any rights as a beneficiary hereunder unless and until it becomes a named beneficiary of this letter of credit in accordance with the terms hereof. All correspondence, including but not limited to, consent, approval or drawing (if any), must be produced by the then named beneficiary. We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will be duly honored upon presentation to us in person or via courier service to our address: Comerica Bank, International Trade Services, 0000 Xxxxxxxxx Xxx., 0xx xxxxx, Xx Xxxxxxx, XX 00000, Attn: Standby Letter of Credit Dept. on or before the current or any automatically extended date. This letter of credit is subject to and governed by the laws of the state of New York and the 2007 revision of the Uniform Customs and Practice for documentary credits of the International Chamber of Commerce (publication 600) and, in the event of any conflict, the laws of the state of New York will control. If this credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this credit is drawn against within 30 days after the bank’s resumption of business. TO: COMERICA BANK INTERNATIONAL TRADE SERVICES 0000 XXXXXXXXX XXX., 0XX XXXXX XX XXXXXXX, XX 00000 ATTN: STANDBY LETTER OF CREDIT DEPT AMOUNT: $ DATE: AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF (BENEFICIARY) THE AMOUNT OF U.S. $ ( U.S. DOLLARS) DRAWN UNDER COMERICA BANK LETTER OF CREDIT NO. . REMIT FUNDS AS FOLLOWS: [INSERT PAYMENT INSTRUCTIONS] BENEFICIARY NAME: TITLE: Beneficiary Name: (“Beneficiary”) Date Address: To Comerica Bank (“Comerica”) International Trade Services Re: Comerica Bank Standby Letter of Credit No. (herein called the “Credit”). Dear Sir/Madam: For value received the undersigned beneficiary hereby irrevocably transfers to: (Name of Second Beneficiary) (Address) all rights of the undersigned beneficiary to draw under the above Credit in its entirety. By this transfer, all rights of the undersigned beneficiary in such Credit are transferred to the Second Beneficiary and the Second Beneficiary shall have the sole rights as beneficiary under the Credit, including sole rights relating to any increases, extensions, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned beneficiary. The original of such Credit is returned herewith together with any and all amendments, and we ask that you record evidence of this transfer on the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer. The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit. By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary. The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form. Name of Beneficiary Authorized Signature Print Name and Title Telephone Number THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of May 28, 2019 by and between 1201 TAB Owner, LLC, a Delaware limited liability company (“Landlord”), having an address at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and Comerica Bank, as administrative agent for the lenders (“Lenders”) under the Loan Agreement described below (the “Agent”) with reference to the following: A. Landlord is the “Landlord” and Accolade, Inc., a Delaware corporation (“Tenant”), is the “Tenant” under that certain lease dated as of May 28, 2019, entered into by and between Landlord and Tenant (as amended to date or hereafter, the “Lease”). As of the date hereof, the Lease is of the premises particularly described in the Lease (the “Premises”), commonly known as Suites 1700 and 1800 in the building (the “Building”) located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. B. Tenant and Agent represent to Landlord that Tenant has borrowed or intends to borrow money and/or obtain other financial accommodations from the Lenders and has granted or will grant to Agent for the benefit of the Lenders a security interest in substantially all of its assets including, but not limited to the property described on Exhibit A hereto, all or part of which is from time to time installed or located at the Premises (the “Personal Property” or the “Collateral”)(the agreement(s) evidencing the foregoing are referred to as the “Loan Agreement”). Notwithstanding the foregoing, the Personal Property or the Collateral shall expressly exclude (a) the Lease and Tenant’s leasehold interest in the Premises and (b) all permanently installed improvements to the Premises and all fixtures (other than movable trade fixtures). C. Tenant has requested that Landlord consent to the encumbrance of the Collateral and Landlord does not object to such encumbrance upon and subject to the following terms and conditions:

Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due. APPLICANT’S SIGNATURE DATE 1201 TAB Owner, LLC Accolade, Inc. c/o TO: Metropolitan Life Insurance Company (insert complete address) 000 Xxxxxx Xxxxxx[Address] Attention: Director, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 April 29, 2019 (date required) office of Issuing Bank Amount: USD ( amount in words ) EIM IRREVOCABLE LETTER OF CREDIT NO. __________ We hereby open our Irrevocable Standby establish this irrevocable Letter of Credit noin favor of the aforesaid addressee (“Beneficiary”) for drawings up to United States $__________ effective immediately. <<Instrument ID>> in your favor, for account of Accolade, Inc., for a sum not exceeding USD ( amount in words ) available by your draft(s) at sight on Comerica Bank when accompanied by the :following documents: 1. The original of this Irrevocable Standby This Letter of Credit is issued, presentable and original Amendment(spayable at our office at [issuing bank’s address in City specified by Landlord] and expires with our close of business on ___, 20__. The term “Beneficiary” includes any successor by operation of law of the named Beneficiary including, without limitation, any liquidator, rehabilitator, receiver or conservator. We hereby undertake to promptly honor your sight draft(s) if any. 2. Beneficiary’s sight draft, drawn on Comerica Bank and referencing this Letter of us, indicating our Credit No. <<Instrument ID>>____, in the form attached hereto as Exhibit 1. Special Conditions: All signatures must be manually executed in original. Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit. It is a condition for all or any part of this Irrevocable Standby Letter of Credit that it shall be deemed if presented at our office specified in paragraph one on or before the expiry date or any automatically extended without amendment for a period of one year from the present or any future expiration expiry date, unless at least thirty (30) days prior to the expiration date we send you notice by overnight courier that we elect not to extend this Irrevocable Standby Letter of Credit for any such additional period. Said notification will be sent to the address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier. Upon such notice to you, you may draw on us for an amount not to exceed the balance remaining in this Irrevocable Standby Letter of Credit within the then applicable expiration date. In no event, and without further notice from ourselves, will this Letter of Credit be extended beyond (final expiration date required) which shall be the final expiration date of this Letter of Credit. This Standby Letter of Credit may be successively transferable in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee (“Transferee”), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (attached) , duly executed. We are under no obligation to transfer this Standby Letter of Credit until all conditions to transfer set forth herein and under all applicable U.S. and foreign laws and regulations applicable to this Standby Letter of Credit are satisfied. Applicant’s failure to pay transfer charges will not delay or impede the transfer. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary’s name appears within this Standby Letter of Credit, the Transferee’s name is automatically substituted therefor. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees is for the Applicant’s account. All drafts required under this Irrevocable Standby Letter of Credit must be marked: “Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>.” In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation. Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of Comerica Bank [issuing bank] under this Letter of Credit is the individual obligation of Comerica Bank[issuing bank], and is in no way contingent upon reimbursement with respect thereto. Please be advised that the term c/o (care of) shown above under the beneficiary It is to be used for mailing purposes only and shall not be construed as giving any member, owner, officer, or employee any rights as a beneficiary hereunder unless and until it becomes a named beneficiary condition of this letter of credit in accordance with the terms hereof. All correspondence, including but not limited to, consent, approval or drawing (if any), must be produced by the then named beneficiary. We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will that it is deemed to be duly honored upon presentation automatically extended without amendment for one year from the expiry date hereof, or any future expiration date, unless at least thirty (30) days prior to us in person or via courier service an expiration date we notify you by registered mail that we elect not to our address: Comerica Bank, International Trade Services, 0000 Xxxxxxxxx Xxx., 0xx xxxxx, Xx Xxxxxxx, XX 00000, Attn: Standby consider this Letter of Credit Deptrenewed for any such additional period. on This Letter of Credit is transferable by the Beneficiary and by any successive transferees at no charge or before the current cost to Beneficiary or any automatically extended datetransferee. Transfers of this Letter of Credit are subject to receipt of Beneficiary’s (and subsequently, transferee’s) instructions in the form attached hereto as Schedule 1 accompanied by the original Letter of Credit and amendments(s) if any. This letter Letter of credit Credit is subject to and governed by the laws Laws of the state State of New York and the 2007 revision of the Uniform Customs and Practice for documentary credits Documentary Credits of the International Chamber of Commerce (publication Publication 600) and, in the event of any conflict, the laws Laws of the state State of New York will control. If this credit Credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this credit Credit is drawn against within 30 thirty (30) days after the bank’s resumption of business. TO: COMERICA BANK INTERNATIONAL TRADE SERVICES 0000 XXXXXXXXX XXX.Very truly yours, 0XX XXXXX XX XXXXXXX, XX 00000 ATTN: STANDBY LETTER OF CREDIT DEPT AMOUNT: $ DATE: AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF (BENEFICIARY) THE AMOUNT OF U.S. $ ( U.S. DOLLARS) DRAWN UNDER COMERICA BANK LETTER OF CREDIT NO. . REMIT FUNDS AS FOLLOWS: [INSERT PAYMENT INSTRUCTIONS] BENEFICIARY NAME: TITLE: Beneficiary Name: (“Beneficiary”) Date Address: To Comerica Bank (“Comerica”) International Trade Services Re: Comerica Bank Standby – then current issuer of Letter of Credit Credit] c/o _________________________________ Attention: ___________________________ ____________________________________ ____________________________________ Ladies & Gentlemen: The undersigned acknowledges receipt of your advice No. (herein called of a credit issued in our favor, the “Credit”)terms of which are satisfactory. Dear Sir/Madam: For value received We now irrevocably transfer the undersigned beneficiary hereby irrevocably transfers said credit and all amendments and extensions thereof, if any, to: (Name You are to inform the transferee of Second Beneficiary) (Address) all rights of the undersigned beneficiary to draw under the above Credit in its entirety. By this transfer, all rights of the undersigned beneficiary in transfer and such Credit are transferred to the Second Beneficiary and the Second Beneficiary transferee shall have the sole rights as beneficiary under the Creditcredit, including sole rights relating to any increasesamendments, extensionsextension or increases thereof, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to or further assent from us. This transfer is at no charge or cost to Beneficiary or the undersigned beneficiarytransferee. The original Very truly yours, Beneficiary By: Acknowledged and agreed by Bank [then current issuer of such Letter of Credit]: (Bank - then current issuer of Letter of Credit is returned herewith together with any and all amendments, and we ask that you record evidence of this transfer on Permitted Hazardous Material shall mean the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer. The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit. By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary. The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form. Name of Beneficiary Authorized Signature Print Name and Title Telephone Number THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of May 28, 2019 by and between 1201 TAB Owner, LLC, a Delaware limited liability company (“Landlord”), having an address at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and Comerica Bank, as administrative agent for the lenders (“Lenders”) under the Loan Agreement described substances listed below (the “Agent”) with reference to the following: A. Landlord is the “Landlord” and Accolade, Inc., a Delaware corporation (“Tenant”), is the “Tenant” under that certain lease dated as of May 28, 2019, entered into by and between Landlord and Tenant (as amended to date or hereafter, the “Lease”). As of the date hereof, the Lease is of the premises particularly described in the Lease (the “Premises”), commonly known as Suites 1700 and 1800 in the building (the “Building”) located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000quantity limits specified below. B. Tenant and Agent represent to Landlord that Tenant has borrowed or intends to borrow money and/or obtain other financial accommodations from the Lenders and has granted or will grant to Agent for the benefit of the Lenders a security interest in substantially all of its assets including, but not limited to the property described on Exhibit A hereto, all or part of which is from time to time installed or located at the Premises (the “Personal Property” or the “Collateral”)(the agreement(s) evidencing the foregoing are referred to as the “Loan Agreement”). Notwithstanding the foregoing, the Personal Property or the Collateral shall expressly exclude (a) the Lease and Tenant’s leasehold interest in the Premises and (b) all permanently installed improvements to the Premises and all fixtures (other than movable trade fixtures). C. Tenant has requested that Landlord consent to the encumbrance of the Collateral and Landlord does not object to such encumbrance upon and subject to the following terms and conditions:

Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due. APPLICANT’S SIGNATURE DATE 1201 TAB OwnerFOR INTERNAL IDENTIFICATION PURPOSES ONLY Our No. _______________ Other _______________ Applicant __________________________________ TO: 425 MKT REIT, LLC Accolade, Inc. c/o Metropolitan Life Insurance Company (insert complete address) 000 Xxxxxx XxxxxxMetlife Real Estate [Address] Attention: Director, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 April 29, 2019 (date required) office of Issuing Bank Amount: USD ( amount in words ) EIM IRREVOCABLE LETTER OF CREDIT NO. _______________ We hereby open our Irrevocable Standby establish this irrevocable Letter of Credit noin favor of the aforesaid addressee (“Beneficiary”) for drawings up to United States $ effective immediately. <<Instrument ID>> in your favor, for account of Accolade, Inc., for a sum not exceeding USD ( amount in words ) available by your draft(s) at sight on Comerica Bank when accompanied by the :following documents: 1. The original of this Irrevocable Standby This Letter of Credit is issued, presentable and original Amendment(spayable at our office at [issuing bank’s address in City specified by Landlord] and expires with our close of business on _______________, 20_. The term “Beneficiary” includes any successor by operation of law of the named Beneficiary including, without limitation, any liquidator, rehabilitator, receiver or conservator. We hereby undertake to promptly honor your sight draft(s) if any. 2. Beneficiary’s sight draft, drawn on Comerica Bank and referencing this Letter of us, indicating our Credit No. <<Instrument ID>>______________, in the form attached hereto as Exhibit 1. Special Conditions: All signatures must be manually executed in original. Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit. It is a condition for all or any part of this Irrevocable Standby Letter of Credit that it shall be deemed if presented at our office specified in paragraph one on or before the expiry date or any automatically extended without amendment for a period of one year from the present or any future expiration expiry date, unless at least thirty (30) days prior to the expiration date we send you notice by overnight courier that we elect not to extend this Irrevocable Standby Letter of Credit for any such additional period. Said notification will be sent to the address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier. Upon such notice to you, you may draw on us for an amount not to exceed the balance remaining in this Irrevocable Standby Letter of Credit within the then applicable expiration date. In no event, and without further notice from ourselves, will this Letter of Credit be extended beyond (final expiration date required) which shall be the final expiration date of this Letter of Credit. This Standby Letter of Credit may be successively transferable in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee (“Transferee”), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (attached) , duly executed. We are under no obligation to transfer this Standby Letter of Credit until all conditions to transfer set forth herein and under all applicable U.S. and foreign laws and regulations applicable to this Standby Letter of Credit are satisfied. Applicant’s failure to pay transfer charges will not delay or impede the transfer. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary’s name appears within this Standby Letter of Credit, the Transferee’s name is automatically substituted therefor. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees is for the Applicant’s account. All drafts required under this Irrevocable Standby Letter of Credit must be marked: “Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>.” In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation. Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of Comerica Bank [issuing bank] under this Letter of Credit is the individual obligation of Comerica Bank[issuing bank], and is in no way contingent upon reimbursement with respect thereto. Please be advised that the term c/o (care of) shown above under the beneficiary It is to be used for mailing purposes only and shall not be construed as giving any member, owner, officer, or employee any rights as a beneficiary hereunder unless and until it becomes a named beneficiary condition of this letter of credit in accordance with the terms hereof. All correspondence, including but not limited to, consent, approval or drawing (if any), must be produced by the then named beneficiary. We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will that it is deemed to be duly honored upon presentation automatically extended without amendment for one (1) year from the expiry date hereof, or any future expiration date, unless at least thirty (30) days prior to us in person or via courier service an expiration date we notify you by registered mail that we elect not to our address: Comerica Bank, International Trade Services, 0000 Xxxxxxxxx Xxx., 0xx xxxxx, Xx Xxxxxxx, XX 00000, Attn: Standby consider this Letter of Credit Deptrenewed for any such additional period. on This Letter of Credit is transferable by the Beneficiary and by any successive transferees at no charge or before the current cost to Beneficiary or any automatically extended datetransferee. Transfers of this Letter of Credit are subject to receipt of Beneficiary’s (and subsequently, transferee’s) instructions in the form attached hereto as Schedule 1 accompanied by the original Letter of Credit and amendments(s) if any. This letter Letter of credit Credit is subject to and governed by the laws Laws of the state State of New York and the 2007 revision of the Uniform Customs and Practice for documentary credits Documentary Credits of the International Chamber of Commerce (publication Publication 600) and, in the event of any conflict, the laws Laws of the state State of New York will control. If this credit Credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this credit Credit is drawn against within 30 thirty (30) days after the bank’s resumption of business. TOVery truly yours, c/o Attention: COMERICA BANK INTERNATIONAL TRADE SERVICES 0000 XXXXXXXXX XXX., 0XX XXXXX XX XXXXXXX, XX 00000 ATTNLadies & Gentlemen: STANDBY LETTER OF CREDIT DEPT AMOUNT: $ DATE: AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF (BENEFICIARY) THE AMOUNT OF U.S. $ ( U.S. DOLLARS) DRAWN UNDER COMERICA BANK LETTER OF CREDIT NO. . REMIT FUNDS AS FOLLOWS: [INSERT PAYMENT INSTRUCTIONS] BENEFICIARY NAME: TITLE: Beneficiary Name: (“Beneficiary”) Date Address: To Comerica Bank (“Comerica”) International Trade Services Re: Comerica Bank Standby Letter The undersigned acknowledges receipt of Credit your advice No. (herein called _______________ of a credit issued in our favor, the “Credit”)terms of which are satisfactory. Dear Sir/Madam: For value received We now irrevocably transfer the undersigned beneficiary hereby irrevocably transfers said credit and all amendments and extensions thereof, if any, to: (Name You are to inform the transferee of Second Beneficiary) (Address) all rights of the undersigned beneficiary to draw under the above Credit in its entirety. By this transfer, all rights of the undersigned beneficiary in transfer and such Credit are transferred to the Second Beneficiary and the Second Beneficiary transferee shall have the sole rights as beneficiary under the Creditcredit, including sole rights relating to any increasesamendments, extensionsextension or increases thereof, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to or further assent from us. This transfer is at no charge or cost to Beneficiary or the undersigned beneficiarytransferee. The original Very truly yours, Beneficiary By: Acknowledged and agreed by Bank [then current issuer of such Credit is returned herewith together with any and all amendmentsLetter of Credit]: (Bank — then current issuer of Letter of Credit) 425 MKT REIT, and we ask that you record evidence of this transfer on the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer. The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit. By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary. The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form. Name of Beneficiary Authorized Signature Print Name and Title Telephone Number THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of May 28, 2019 by and between 1201 TAB Owner, LLC, a Delaware limited liability company LLC (“Landlord”), having an address at 000 Xxxxxx Xxxxxxand METROMILE, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and Comerica Bank, as administrative agent for the lenders (“Lenders”) under the Loan Agreement described below (the “Agent”) with reference to the following: A. Landlord is the “Landlord” and Accolade, Inc.INC., a Delaware corporation (“Tenant”), is the “Tenant” under that have entered into a certain lease Office Lease dated as of May 28_______________, 2019, entered into by and between Landlord and Tenant 2019 (as amended to date or hereafter, the “Lease”). As of the date hereof, the Lease is of the premises particularly described in the Lease (the “Premises”), commonly known as Suites 1700 and 1800 in the building (the “Building”) located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. B. Tenant and Agent represent to Landlord that Tenant has borrowed or intends to borrow money and/or obtain other financial accommodations from the Lenders and has granted or will grant to Agent for the benefit of the Lenders a security interest in substantially all of its assets including, but not limited to the property described on Exhibit A hereto, all or part of which is from time to time installed or located at the Premises (the “Personal Property” or the “Collateral”)(the agreement(s) evidencing the foregoing are referred to as the “Loan Agreement”). Notwithstanding the foregoing, the Personal Property or the Collateral shall expressly exclude (a) the Lease and Tenant’s leasehold interest in the Premises and (b) all permanently installed improvements to the Premises and all fixtures (other than movable trade fixtures). C. Tenant has requested that Landlord consent to the encumbrance of the Collateral and Landlord does not object to such encumbrance upon and subject to the following terms and conditions:

Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due. APPLICANT’S SIGNATURE DATE 1201 TAB Owner​ ​ ​ ​ ​ ​ ​ ​ FOR INTERNAL IDENTIFICATION PURPOSES ONLY ​ ​ ​ Our No. _______________ Other _______________ ​ ​ ​ Applicant __________________________________ ​ TO: 425 MKT REIT, LLC Accolade, Inc. ​ c/o Metropolitan Life Insurance Company (insert complete address) 000 Xxxxxx XxxxxxMetlife Real Estate ​ [Address] ​ Attention: Director, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 April 29, 2019 (date required) office of Issuing Bank Amount: USD ( amount in words ) EIM ​ IRREVOCABLE LETTER OF CREDIT NO. _______________ ​ We hereby open our Irrevocable Standby establish this irrevocable Letter of Credit noin favor of the aforesaid addressee (“Beneficiary”) for drawings up to United States $ effective immediately. <<Instrument ID>> in your favor, for account of Accolade, Inc., for a sum not exceeding USD ( amount in words ) available by your draft(s) at sight on Comerica Bank when accompanied by the :following documents: 1. The original of this Irrevocable Standby This Letter of Credit is issued, presentable and original Amendment(spayable at our office at [issuing bank’s address in City specified by Landlord] and expires with our close of business on _______________, 20_. ​ The term “Beneficiary” includes any successor by operation of law of the named Beneficiary including, without limitation, any liquidator, rehabilitator, receiver or conservator. ​ We hereby undertake to promptly honor your sight draft(s) if any. 2. Beneficiary’s sight draft, drawn on Comerica Bank and referencing this Letter of us, indicating our Credit No. <<Instrument ID>>______________, in the form attached hereto as Exhibit 1. Special Conditions: All signatures must be manually executed in original. Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit. It is a condition for all or any part of this Irrevocable Standby Letter of Credit that it shall be deemed if presented at our office specified in paragraph one on or before the expiry date or any automatically extended without amendment for a period of one year from the present or any future expiration date, unless at least thirty (30) days prior to the expiration date we send you notice by overnight courier that we elect not to extend this Irrevocable Standby Letter of Credit for any such additional period. Said notification will be sent to the address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier. Upon such notice to you, you may draw on us for an amount not to exceed the balance remaining in this Irrevocable Standby Letter of Credit within the then applicable expiration expiry date. In no event, and without further notice from ourselves, will this Letter of Credit be extended beyond (final expiration date required) which shall be the final expiration date of this Letter of Credit. This Standby Letter of Credit may be successively transferable in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee (“Transferee”), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (attached) , duly executed. We are under no obligation to transfer this Standby Letter of Credit until all conditions to transfer set forth herein and under all applicable U.S. and foreign laws and regulations applicable to this Standby Letter of Credit are satisfied. Applicant’s failure to pay transfer charges will not delay or impede the transfer. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary’s name appears within this Standby Letter of Credit, the Transferee’s name is automatically substituted therefor. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees is for the Applicant’s account. All drafts required under this Irrevocable Standby Letter of Credit must be marked: “Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>.” In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation. ​ Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of Comerica Bank [issuing bank] under this Letter of Credit is the individual obligation of Comerica Bank[issuing bank], and is in no way contingent upon reimbursement with respect thereto. Please be advised that the term c/o (care of) shown above under the beneficiary is to be used for mailing purposes only and shall not be construed as giving any member, owner, officer, or employee any rights as a beneficiary hereunder unless and until it becomes a named beneficiary of this letter of credit in accordance with the terms hereof. All correspondence, including but not limited to, consent, approval or drawing (if any), must be produced by the then named beneficiary. We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will be duly honored upon presentation to us in person or via courier service to our address: Comerica Bank, International Trade Services, 0000 Xxxxxxxxx Xxx., 0xx xxxxx, Xx Xxxxxxx, XX 00000, Attn: Standby Letter of Credit Dept. on or before the current or any automatically extended date. This letter of credit is subject to and governed by the laws of the state of New York and the 2007 revision of the Uniform Customs and Practice for documentary credits of the International Chamber of Commerce (publication 600) and, in the event of any conflict, the laws of the state of New York will control. If this credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this credit is drawn against within 30 days after the bank’s resumption of business. TO: COMERICA BANK INTERNATIONAL TRADE SERVICES 0000 XXXXXXXXX XXX., 0XX XXXXX XX XXXXXXX, XX 00000 ATTN: STANDBY LETTER OF CREDIT DEPT AMOUNT: $ DATE: AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF (BENEFICIARY) THE AMOUNT OF U.S. $ ( U.S. DOLLARS) DRAWN UNDER COMERICA BANK LETTER OF CREDIT NO. . REMIT FUNDS AS FOLLOWS: [INSERT PAYMENT INSTRUCTIONS] BENEFICIARY NAME: TITLE: Beneficiary Name: (“Beneficiary”) Date Address: To Comerica Bank (“Comerica”) International Trade Services Re: Comerica Bank Standby Letter of Credit No. (herein called the “Credit”). Dear Sir/Madam: For value received the undersigned beneficiary hereby irrevocably transfers to: (Name of Second Beneficiary) (Address) all rights of the undersigned beneficiary to draw under the above Credit in its entirety. By this transfer, all rights of the undersigned beneficiary in such Credit are transferred to the Second Beneficiary and the Second Beneficiary shall have the sole rights as beneficiary under the Credit, including sole rights relating to any increases, extensions, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned beneficiary. The original of such Credit is returned herewith together with any and all amendments, and we ask that you record evidence of this transfer on the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer. The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit. By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary. The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form. Name of Beneficiary Authorized Signature Print Name and Title Telephone Number THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of May 28, 2019 by and between 1201 TAB Owner, LLC, a Delaware limited liability company (“Landlord”), having an address at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and Comerica Bank, as administrative agent for the lenders (“Lenders”) under the Loan Agreement described below (the “Agent”) with reference to the following: A. Landlord is the “Landlord” and Accolade, Inc., a Delaware corporation (“Tenant”), is the “Tenant” under that certain lease dated as of May 28, 2019, entered into by and between Landlord and Tenant (as amended to date or hereafter, the “Lease”). As of the date hereof, the Lease is of the premises particularly described in the Lease (the “Premises”), commonly known as Suites 1700 and 1800 in the building (the “Building”) located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. B. Tenant and Agent represent to Landlord that Tenant has borrowed or intends to borrow money and/or obtain other financial accommodations from the Lenders and has granted or will grant to Agent for the benefit of the Lenders a security interest in substantially all of its assets including, but not limited to the property described on Exhibit A hereto, all or part of which is from time to time installed or located at the Premises (the “Personal Property” or the “Collateral”)(the agreement(s) evidencing the foregoing are referred to as the “Loan Agreement”). Notwithstanding the foregoing, the Personal Property or the Collateral shall expressly exclude (a) the Lease and Tenant’s leasehold interest in the Premises and (b) all permanently installed improvements to the Premises and all fixtures (other than movable trade fixtures). C. Tenant has requested that Landlord consent to the encumbrance of the Collateral and Landlord does not object to such encumbrance upon and subject to the following terms and conditions:

Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due. APPLICANT’S SIGNATURE DATE 1201 TAB Ownerjka v14-Continental_Grand-Learning_Tree-Lease jka v14-Continental_Grand-Learning_Tree-Lease jka v14-Continental_Grand-Learning_Tree-Lease FORM OF SUBORDINATION, LLC AccoladeNONDISTURBANCE & ATTORNMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: , Inc. c/o Metropolitan Life Insurance Company (insert complete address) 000 Xxxxxx XxxxxxEsq NOTICE: THIS SUBORDINATION, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 April 29, 2019 (date required) office of Issuing Bank AmountNONDISTURBANCE AND ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. Beneficiary & Address: USD ( amount in words ) We hereby open our Irrevocable Standby Letter of Credit no. <<Instrument ID>> in your favor, for account of Accolade, Inc., for Attn: with a sum not exceeding USD ( amount in words ) available by your draft(s) at sight on Comerica Bank when accompanied by the :following documents: 1. The original of this Irrevocable Standby Letter of Credit and original Amendment(s) if any. 2. Beneficiary’s sight draft, drawn on Comerica Bank and referencing this Letter of Credit No. <<Instrument ID>>, copy to: Loan: A first mortgage loan in the form attached hereto as Exhibit 1. Special Conditions: All signatures must be manually executed in original. Partial drawings and multiple presentations may be made under this Irrevocable Standby Letter original principal amount of Credit, provided, however, that each such demand that is paid by us shall reduce the amount available under this Irrevocable Standby Letter of Credit. It is a condition of this Irrevocable Standby Letter of Credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expiration date, unless at least thirty (30) days prior to the expiration date we send you notice by overnight courier that we elect not to extend this Irrevocable Standby Letter of Credit for any such additional period. Said notification will be sent to the address indicated above, unless a change of address is otherwise notified by you to us in writing by receipted mail or courier. Upon such notice to you, you may draw on us for an amount not to exceed the balance remaining in this Irrevocable Standby Letter of Credit within the then applicable expiration date. In no event, and without further notice from ourselves, will this Letter of Credit be extended beyond (final expiration date required) which shall be the final expiration date of this Letter of Credit. This Standby Letter of Credit may be successively transferable in its entirety (but not in part) up to the then available amount in favor of a nominated Transferee (“Transferee”), assuming such transfer to such Transferee is in compliance with all applicable U.S. laws and regulations. If transferred, this Standby Letter of Credit must be returned to us together with our transfer form (attached) , duly executed. We are under no obligation to transfer this Standby Letter of Credit until all conditions to transfer set forth herein and under all applicable U.S. and foreign laws and regulations applicable to this Standby Letter of Credit are satisfied. Applicant’s failure to pay transfer charges will not delay or impede the transfer. In case of any transfer, the draft and any required statement must be executed by the Transferee and where the Beneficiary’s name appears within this Standby Letter of Credit, the Transferee’s name is automatically substituted therefor. At the time of the transfer request, the original of this Standby Letter of Credit and any amendment(s) thereto must be provided. Comerica Bank will not assume or undertake any liability or responsibility for verifying, validating or authenticating the authority or rights of any party(ies) requesting the transfer of this Letter of Credit or executing any document(s) in connection therewith. All fees relating to this Letter of Credit, including any and all transfer related costs shall be paid by the Applicant. Notwithstanding any preprinted wording to the contrary on our standard transfer form, payment of all transfer fees is for the Applicant’s account. All drafts required under this Irrevocable Standby Letter of Credit must be marked: “Drawn under Comerica Bank Irrevocable Standby Letter of Credit no. <<Instrument ID>>.” In the case of cancellation, the original Standby Letter of Credit and all Amendments thereto must be returned to us together with a written request $ from Beneficiary referencing this Standby Letter of Credit number and authorizing its cancellation. Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of Comerica Bank under this Letter of Credit is the individual obligation of Comerica Bank, and is in no way contingent upon reimbursement with respect thereto. Please be advised that the term c/o (care of) shown above under the beneficiary is to be used for mailing purposes only and shall not be construed as giving any member, owner, officer, or employee any rights as a beneficiary hereunder unless and until it becomes a named beneficiary of this letter of credit in accordance with the terms hereof. All correspondence, including but not limited to, consent, approval or drawing (if any), must be produced by the then named beneficiary. We hereby engage with you that drawing(s) made under and in compliance with this Standby Letter of Credit will be duly honored upon presentation to us in person or via courier service to our address: Comerica Bank, International Trade Services, 0000 Xxxxxxxxx XxxLandlord., 0xx xxxxx, Xx Xxxxxxx, XX 00000, Attn: Standby Letter of Credit Dept. on or before the current or any automatically extended date. This letter of credit is subject to and governed by the laws of the state of New York and the 2007 revision of the Uniform Customs and Practice for documentary credits of the International Chamber of Commerce (publication 600) and, in the event of any conflict, the laws of the state of New York will control. If this credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this credit is drawn against within 30 days after the bank’s resumption of business. TO: COMERICA BANK INTERNATIONAL TRADE SERVICES 0000 XXXXXXXXX XXX., 0XX XXXXX XX XXXXXXX, XX 00000 ATTN: STANDBY LETTER OF CREDIT DEPT AMOUNT: $ DATE: AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF (BENEFICIARY) THE AMOUNT OF U.S. $ ( U.S. DOLLARS) DRAWN UNDER COMERICA BANK LETTER OF CREDIT NO. . REMIT FUNDS AS FOLLOWS: [INSERT PAYMENT INSTRUCTIONS] BENEFICIARY NAME: TITLE: Beneficiary Name: (“Beneficiary”) Date Address: To Comerica Bank (“Comerica”) International Trade Services Re: Comerica Bank Standby Letter of Credit No. (herein called the “Credit”). Dear Sir/Madam: For value received the undersigned beneficiary hereby irrevocably transfers to: (Name of Second Beneficiary) (Address) all rights of the undersigned beneficiary to draw under the above Credit in its entirety. By this transfer, all rights of the undersigned beneficiary in such Credit are transferred to the Second Beneficiary and the Second Beneficiary shall have the sole rights as beneficiary under the Credit, including sole rights relating to any increases, extensions, or other amendments. All amendments are to be advised directly to the Second Beneficiary without necessity of any consent of or notice to the undersigned beneficiary. The original of such Credit is returned herewith together with any and all amendments, and we ask that you record evidence of this transfer on the reverse of the original Credit, add your endorsement, and forward it directly to the Second Beneficiary with your customary notice of transfer. The undersigned beneficiary understands and agrees that upon transfer of the Credit, we shall cease to be the beneficiary of the Credit and we represent and warrant to you that we shall not attempt to draw on the Credit or otherwise attempt to exercise our former rights under the Credit. By signing below, the undersigned Beneficiary agrees the instructions provided above to Comerica are binding on the Beneficiary. The undersigned Beneficiary further represents, warrants and certifies to Comerica that the undersigned Beneficiary has the power and authority to so transfer the Credit and to execute and deliver this Transfer Form unto Comerica, and the person(s) executing this Transfer Form for and on behalf of the undersigned has/have the requisite power, authority and capacity to do so. The undersigned Beneficiary further acknowledges and agrees that Comerica has no obligation to verify the authenticity of any signature(s) nor the power, authority or capacity of the person(s) executing this Transfer Form, and Comerica shall be permitted to act upon the instructions as provided in this Transfer Form. Name of Beneficiary Authorized Signature Print Name and Title Telephone Number THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of May 28, 2019 by and between 1201 TAB Owner, LLC, a Delaware limited liability company (“Landlord”), having an address at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and Comerica Bank, as administrative agent for the lenders (“Lenders”) under the Loan Agreement described below (the “Agent”) with reference to the following: A. Landlord is the “Landlord” and Accolade, Inc., a Delaware corporation (“Tenant”), is the “Tenant” under that certain lease dated as of May 28, 2019, entered into by and between Landlord and Tenant (as amended to date or hereafter, the “Lease”). As of the date hereof, the Lease is of the premises particularly described in the Lease (the “Premises”), commonly known as Suites 1700 and 1800 in the building (the “Building”) located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. B. Tenant and Agent represent to Landlord that Tenant has borrowed or intends to borrow money and/or obtain other financial accommodations from the Lenders and has granted or will grant to Agent for the benefit of the Lenders a security interest in substantially all of its assets including, but not limited to the property described on Exhibit A hereto, all or part of which is from time to time installed or located at the Premises (the “Personal Property” or the “Collateral”)(the agreement(s) evidencing the foregoing are referred to as the “Loan Agreement”). Notwithstanding the foregoing, the Personal Property or the Collateral shall expressly exclude (a) the Lease and Tenant’s leasehold interest in the Premises and (b) all permanently installed improvements to the Premises and all fixtures (other than movable trade fixtures). C. Tenant has requested that Landlord consent to the encumbrance of the Collateral and Landlord does not object to such encumbrance upon and subject to the following terms and conditions: