AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCOLADE, INC., PANDA MERGER SUB, INC., PLUSHCARE, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE April 22, 2021Agreement and Plan of Merger • June 10th, 2021 • Accolade, Inc. • Services-business services, nec • Delaware
This Agreement And Plan Of Merger (this “Agreement”) is made and entered into as of April 22, 2021 (the “Agreement Date”), by and among Accolade, Inc., a Delaware corporation (“Parent”), Panda Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), PlushCare, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the Company Indemnitors (the “Stockholder Representative”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Annex A.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2021 • Accolade, Inc. • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 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, Panda Merger Sub, Inc., PlushCare, Inc. (“Seller”) and Fortis Advisors LLC, a Delaware limited liability company, as the Stockholder Representative, dated as of April 22, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).
