Common use of RESOLVED FURTHER Clause in Contracts

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

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

RESOLVED FURTHER. that the Authorized Officers each of the Company following be, and each of them hereby is, appointed and elected as a director of the Corporation, to take office on the Effective Date and to serve until the next annual meeting of stockholders or until their respective successors shall have been elected and qualified or their earlier resignation or removal; Director Mr. Xxxx XXXXXXX Director Xx. Xxxxxx XXXXXXXXX Director Xx. Xxxx XXXXXX RESOLVED, FURTHER, that any officer of the Corporation (each an “Authorized Person”) be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such actionempowered, in the name and on behalf of the CompanyCorporation, which shall to do and perform, or cause or authorize to be required done and performed, any and all such other acts, deeds and things and to consummate any make, execute and deliver, or cause to be made, executed and delivered, in the name and on behalf of the foregoing resolutions Corporation, and under the Corporation’s seal, if requested or required, any and all such other agreements, undertakings, documents, consents, filings (including but not limited including, without limitation, with governmental authorities and regulatory agencies), certificates or instruments, to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions give such notices or instructions, and to take such other actions and to do such other acts as any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer shall, in such Authorized Officer’s sole discretion, Person may from time to time deem necessary or appropriate and in the best interest of the Company in order to effect the matters contemplated by the foregoing resolutions, or otherwise authorized by the foregoing resolutions, the taking of any such action to be conclusive evidence of such approval and authority; RESOLVED, FURTHER, that the omission from this written consent of any agreement or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorized Persons to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions, and the taking of any such Authorized Officer’s signature, or such actions taken by such Authorized Officer, shall action to be conclusive evidence that such Authorized Officer did deem the same to be necessary or appropriate has been authorized and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document approved by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereofCorporation; RESOLVED, except to the extent expressly required by applicable law. RESOLVED FURTHER: , that all actions heretofore taken by an Authorized Person in connection with the Authorized Officers and directors subject matter of the Company with respect to the foregoing transactions and all other matters contemplated by the foregoing resolutions are be, and they hereby are, approved, adopted, ratified and confirmed. RESOLVED FURTHER: confirmed in all respects; and FURTHER RESOLVED, that this Written Consent of the foregoing resolutions may Sole Stockholder shall be relied upon by any Lender until receipt filed with the minutes of the meetings of the Stockholder, and written acknowledgment thereby shall be treated for all purposes as votes taken at a meeting of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior theretoStockholder.