Peter S. Klein - 08 Apr 2025 Form 4 Insider Report for Accolade, Inc.

Footnote F1

Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2025, by and among Issuer, Transcarent, Inc. ("Parent") and Acorn Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on April 8, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $7.03 in cash, without interest (the "Merger Consideration").

Footnote F2

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. RSUs convert into the Issuer's Common Stock on a one-for-one basis.

Footnote F3

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 6, 2025 (the one year anniversary of the 2024 annual meeting date), subject to continued service as a director through each applicable vesting date.

Footnote F4

Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time that is vested, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, (each, a "Vested Company RSU") and restricted stock units outstanding immediately prior to the Effective Time that vest, or become eligible to vest, based on the achievement of performance conditions and that are vested or that will become vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee (each, a "Vested Company PSU") will be cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings.

Footnote F5

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of September 24, 2019 (the "September 2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the September 2019 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the September 2019 Vesting Commencement Date.

Footnote F6

Pursuant to the Merger Agreement, at the Effective Time, each stock option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.

Footnote F7

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 20, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2020 Vesting Commencement Date.