X0206 3 2020-07-01 0 0001481646 Accolade, Inc. ACCD 0001477553 Frist William H. C/O ACCOLADE, INC. 1201 THIRD AVENUE, SUITE 1700 SEATTLE WA 98101 1 0 0 0 Common Stock 145299 D Stock Option (Right to Buy) 4.50 2027-07-26 Common Stock 3250 D Stock Option (Right to Buy) 4.70 2028-05-02 Common Stock 5750 D Stock Option (Right to Buy) 4.70 2028-07-25 Common Stock 10417 D Stock Option (Right to Buy) 17.50 2030-06-19 Common Stock 8600 D Series C Preferred Stock Common Stock D Series D Preferred Stock Common Stock D The shares subject to this option (including 8,750 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of July 26, 2017 (the "July 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2017 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 July 2017 Vesting Commencement Date. The shares subject to this option (including 6,250 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of May 3, 2018 (the "May 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the May 2018 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 May 2018 Vesting Commencement Date. The shares subject to this option (including 7,333 shares which have previously been exercised and purchased prior to the date hereof) shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of July 26, 2018 (the "July 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2018 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 July 2018 Vesting Commencement Date. 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. The Reporting Person currently owns 3,388 shares of the Issuer's Series C Preferred Stock. Each share of the Issuer's Series C Preferred Stock has no expiration date and will automatically convert, on a certificate by certificate basis, upon the closing of the Issuer's initial public offering (the "IPO") into the number shares of the Issuer's Common Stock equal to (i) 3,388 plus (ii) a number equal to 3,388 multiplied by a fraction of $11.64415 divided by the Issuer's initial public offering price per share of the Issuer's Common Stock offered to the public in the IPO. No fractional shares shall be issued as a result of this conversion. The Reporting Person currently owns 1,382 shares of the Issuer's Series D Preferred Stock. Each share of the Issuer's Series D Preferred Stock has no expiration date and will automatically convert, on a certificate by certificate basis, upon the closing of the IPO into the number shares of the Issuer's Common Stock equal to (i) 1,382 plus (ii) a number equal to 1,382 multiplied by a fraction of $17.1245137 divided by the Issuer's initial public offering price per share of the Issuer's Common Stock offered to the public in the IPO. No fractional shares shall be issued as a result of this conversion. Exhibit 24 - Power of Attorney /s/ Alan Hambelton, Attorney-in-Fact 2020-07-01