Additional Proxy Soliciting Materials (Form DEFA14A)

A copy of the Press Release is attached as Exhibit 99.1 to this report.

The information contained under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated as of January 8, 2025, by and among the Company, Parent and Merger Sub. The Company intends to file a proxy statement with the U.S. Securities and Exchange Commission (the "SEC") with respect to a special meeting of stockholders to be held in connection with the proposed transaction. After filing the definitive proxy statement (the "Proxy Statement") with the SEC, the Company will mail the Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. The Proxy Statement will contain important information about the proposed transaction and related matters. Before making any voting or investment decision, investors and security holders of the Company are urged to carefully read the entire Proxy Statement (including any amendments or supplements thereto) and any other documents relating the proposed transaction that the Company will file with the SEC or incorporated by reference when they become available because such documents will contain important information regarding the proposed transaction.

Investors and security holders of the Company may obtain a free copy of the preliminary and definitive versions of the proxy statement once filed, as well as other relevant filings containing information about the Company and the proposed transaction, including materials that are incorporated by reference into the Proxy Statement, without charge, at the SEC's website (http://www.sec.gov) or from the Company by going to the Company's Investor Relations page on its website (https://ir.accolade.com/) and clicking on the link titled "SEC Filings".

The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the interests of the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the Company's annual report on Form 10-K filed with the SEC on April 26, 2024, and the Company's proxy statement on Schedule 14A filed with the SEC on June 21, 2024 (the "Annual Meeting Proxy Statement"). Please refer to the sections captioned "Security Ownership of Certain Beneficial Owners and Management," "Director Compensation," and "Executive Compensation" in the Annual Meeting Proxy Statement. To the extent holdings of such participants in the Company's securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed transaction, by security holdings or otherwise, will be contained in the Proxy Statement. Copies of these documents may be obtained, free of charge, from the SEC or the Company as described in the preceding paragraph.

Exhibit 2.1

Execution Version

TABLE OF CONTENTS

(continued)

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub represent and warrant to the Company as follows (it being understood that each representation and warranty contained in ARTICLE III is subject to (a) exceptions and disclosures set forth in the part or subpart of the Parent Disclosure Letter corresponding to the particular section or subsection in this ARTICLE III and (b) any exception or disclosure set forth in any other part or subpart of the Parent Disclosure Letter to the extent it is reasonably apparent from the content and context of such exception or disclosure that such exception or disclosure is relevant to qualify such representation and warranty):

Section 3.1 Due Organization. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all necessary power and authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its obligations under all Contracts by which it is bound, except where any such failure does not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company or Company's Representatives accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of Parent and Merger Sub, including all amendments thereto.

Section 3.2 Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incidental to its formation and its entry into this Agreement and performance hereunder. Parent is the indirect owner of all of the outstanding capital stock of Merger Sub and Merger Sub does not have any other outstanding securities or instruments exercisable for, or otherwise convertible or exchangeable into, capital stock or any other security of Merger Sub.

Section 3.3 Authority; Binding Nature of Agreement. Parent and Merger Sub have all requisite corporate power and authority to execute and deliver and perform their obligations under this Agreement and any other agreement contemplated hereby and to consummate the Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by all necessary action on the part of Parent and Merger Sub and their respective boards of directors, and no other corporate proceedings on the part of Parent and Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (subject, in case of the Merger, to the recordation of appropriate merger documents as required by the DGCL). This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.4 Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Exchange Act, the DGCL, the HSR Act, if applicable, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement by Parent and Merger Sub, and the consummation of the Transactions, will not: (a) conflict with or cause a violation of any of the provisions of the certificate of incorporation or bylaws or other organizational documents of Parent or Merger Sub; (b) conflict with or cause a violation by Parent or Merger Sub of any Legal Requirements or order applicable to Parent or Merger Sub, or to which they are subject; or (c) with or without notice or lapse of time, or both, (i) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under, (ii) give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under, or (iii) require any notice, consents, waivers and approvals under, any Contract to which Parent or Merger Sub is a party, except, in the case of clauses (b) and (c), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as required by the Exchange Act (including the filing with the SEC of the Proxy Statement), state takeover laws, the DGCL or the HSR Act, any filing, notification or approval in any jurisdiction required by other Antitrust Laws and any filing, notification or approval set forth on Schedule 6.2(e), no authorization, registration, approval, order, Consent, notice or filing is required on the part of Parent or Merger Sub with any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Parent or Merger Sub of the Merger and the other Transactions, except those authorizations, registrations, approvals, orders, Consents, notices or filings that the failure to make, obtain or receive would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent's stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or any of the Transactions that has not already been obtained as of the date hereof.

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Section 3.5 Disclosure. None of the information with respect to Parent or Merger Sub supplied or to be supplied by or on behalf of Parent or Merger Sub or any of their Subsidiaries specifically for inclusion or incorporation by reference in the Proxy Statement will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is first published, sent or given to the Company Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.6 Legal Proceedings; Orders. There is no Legal Proceeding pending and served or, to the knowledge of Parent, pending and not served or overtly threatened against Parent or Merger Sub, except as would not and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. Neither Parent nor Merger Sub is subject to any continuing order, judgment, injunction, decree, determination or award of, consent decree, settlement agreement or similar written agreement with, or continuing investigation by, any Governmental Body, except as would not and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 3.7 Equity Financing. Parent has provided to the Company a true, complete and correct copy of the fully executed stock purchase agreement, dated as of the date hereof, between Parent and the investors party thereto (the "Parent SPA") pursuant to which the investor parties thereto (the "Equity Financing Parties") have committed, subject to the terms and conditions set forth therein, to invest in Parent the cash amounts set forth therein (the "Equity Financing"). As of the date hereof, (i) neither the Parent SPA nor the terms of the Equity Financing have been amended or modified, and (ii) the respective commitments contained therein have not been withdrawn, terminated or rescinded in any respect and, to the knowledge of Parent, no such withdrawal, termination or rescission is contemplated. As of the date hereof, there are no side letters or other Contracts or arrangements related to the funding or investing, as applicable, of the Equity Financing other than as expressly set forth in or contemplated by the Parent SPA. Parent or its Affiliates have fully paid any and all commitment fees or other fees in connection with the Parent SPA that are payable on or prior to the date hereof. The Parent SPA is in full force and effect and is the legal, valid, binding and enforceable obligations of Parent and each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than as expressly set forth in the Parent SPA. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent or, to the knowledge of Parent, any other party to the Parent SPA. As of the date hereof, Parent has no reason to believe that (i) any of the conditions to the Equity Financing contemplated by the Parent SPA will not be satisfied prior to the Closing, or (ii) the Equity Financing will not be available at the Closing if the terms or conditions contained in the Parent SPA to be satisfied, are satisfied. The Parent SPA provides that the Company is an express third-party beneficiary thereof and that Parent and the Equity Financing Parties will not oppose the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third party beneficiary rights.

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Section 3.8 Available Funds.

(a) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, Parent and Merger Sub will, collectively, have immediately available funds, sufficient to consummate the Merger on the terms contemplated by this Agreement and to perform their respective obligations under this agreement, including to (a) pay the aggregate Merger Consideration, (b) make any payments and/or settle any conversions required to be made on or after the Closing under the Indenture in respect of the Company Convertible Notes (including any make-whole adjustment to the conversion rate with respect thereto) as a result of the Transactions (without giving effect to any payments received pursuant to the Capped Call Transactions) and to repurchase the Company Convertible Notes as required pursuant to Article 15 of the Indenture, (c) pay all amounts payable in respect of Company Options, Company RSUs and Company PSUs, (d) pay all amounts necessary to repay any Indebtedness for borrowed money of the Acquired Companies outstanding as of the date of this Agreement or incurred under the Credit Agreement in compliance with Section 4.3(b) and (e) pay fees of Morgan Stanley pursuant to the terms of the engagement letter made available to Parent (together, the aggregate of such amounts, the "Required Amount"), and there is no restriction on the use of such proceeds for such purposes. Parent will have, and shall cause Merger Sub to have, at the Closing, the financial resources and capabilities to fully perform its obligations under this Agreement.

(b) Parent has immediately available and unrestricted cash on hand in the amount of the Parent Termination Fee. There are no existing, and there shall be no, conditions, restrictions or other limitations, contractual or otherwise, that would prevent or delay Parent (including any obligations under Indebtedness) from making any payment that could be required to be made under Section 7.3 by Parent to the Company.

Section 3.9 Stockholder and Management Arrangements. As of the date hereof, except for the Voting Agreements, neither Parent or Merger Sub nor any of their respective Affiliates is a party to any Contract, or has authorized, made or entered into, or committed or agreed to enter into, any formal or informal arrangements or other understandings (whether or not binding) with any Company Stockholder, director, officer, employee or other Affiliate of the Company (a) relating to (i) this Agreement, the Merger or the Transactions; or (ii) the Surviving Corporation or any of its Subsidiaries, businesses or operations (including as to continuing employment) from and after the Effective Time; or (b) pursuant to which any (i) such holder of Company Common Stock would be entitled to receive consideration of a different amount or nature than the Merger Consideration in respect of such holder's shares of Company Common Stock; (ii) such holder of Company Common Stock has agreed to approve this Agreement or vote against any Superior Proposal; or (iii) such stockholder, director, officer, employee or other Affiliate of the Company has agreed to provide, directly or indirectly, equity investment to Parent, Merger Sub or the Company to finance any portion of the Merger.

Section 3.10 Solvency. As of the Effective Time and immediately after giving effect to the Merger, and, assuming the accuracy of the representations and warranties set forth in ARTICLE II, (a) the amount of the "fair saleable value" of the assets (on a going concern basis) of the Surviving Corporation and its Subsidiaries, on a consolidated basis, taken as a whole, will exceed (i) the value of all liabilities of the Surviving Corporation and such Subsidiaries, including contingent and other liabilities; and (ii) the amount that will be required to pay the probable liabilities of each of the Surviving Corporation and its Subsidiaries on their existing debts (including contingent liabilities) as such debts become absolute and matured; (b) the Surviving Corporation and its Subsidiaries, on a consolidated basis, taken as a whole, will not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged; and (c) the Surviving Corporation and its Subsidiaries, on a consolidated basis, taken as a whole, will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of the foregoing, "not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged" and "able to pay its liabilities, including contingent and other liabilities, as they mature" means that such Person will be able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof, to meet its obligations as they become due. Neither Parent nor Merger Sub is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of itself (or of the Surviving Corporation or any of its Subsidiaries).

Section 3.11 Ownership of Company Common Stock. Neither Parent nor any of Parent's controlled Affiliates directly or indirectly owns, and at all times for the past three years, neither Parent nor any of Parent's controlled Affiliates has owned, beneficially or otherwise, any shares of the Company's capital stock or any securities, contracts or obligations convertible into or exercisable or exchangeable for shares of the Company's capital stock. Neither Parent nor Merger Sub has enacted or will enact a plan that complies with Rule 10b5-1 under the Exchange Act covering the purchase of any of the shares of the Company's capital stock. As of the date hereof, neither Parent nor Merger Sub is an "interested stockholder" of the Company under Section 203(c) of the DGCL.

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Section 3.12 Brokers and Other Advisors. No broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

Section 3.13 CFIUS Foreign Person Status. Purchaser is not a "foreign person" within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

Section 3.14 No Other Representations or Warranties; Acknowledgement by Parent and Merger Sub.

(a) Except for the representations and warranties expressly set forth in this ARTICLE III or any other written agreements or certificates expressly contemplated hereby and delivered pursuant hereto on behalf of Parent or Merger Sub, none of Parent, Merger Sub or any of their Affiliates nor any other Person on behalf of any of them is making or has made any express or implied representation or warranties of any kind or nature whatsoever, including with respect to Parent, Merger Sub or their respective businesses or with respect to any other information made available to the Company or its Representatives in connection with the Transactions, including the accuracy or completeness thereof and Parent and Merger Sub hereby expressly disclaim any such other representations and warranties.

(b) Parent and Merger Sub acknowledge and agree that, except for the representations and warranties made by the Acquired Companies in this Agreement (as qualified by the Company Disclosure Letter) or any other written agreements or certificates expressly contemplated hereby and delivered pursuant hereto on behalf of the Company, none of the Acquired Companies or any of their Affiliates nor any other Person is making or has made any representations or warranties, expressed or implied, at law or in equity, with respect to or on behalf of the Acquired Companies, their businesses, operations, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Acquired Companies or any other matter made available to Parent, Merger Sub or their Representatives in expectation of, or in connection with, this Agreement or the Transactions. Neither Parent nor Merger Sub is relying upon and specifically disclaim that they are relying upon or have relied upon any such other representations or warranties that may have been made by any Person and acknowledges and agrees that the Acquired Companies and their Affiliates have specifically disclaimed and do hereby specifically disclaim any such other representations and warranties.

(c) Without limiting the representations and warranties made by the Acquired Companies in this Agreement or any other written agreements or certificates expressly contemplated hereby and delivered pursuant hereto on behalf of the Company, Parent and Merger Sub have conducted their own independent investigation of the Acquired Companies and the Transactions and have had an opportunity to discuss and ask questions regarding the Acquired Companies' businesses with the management of the Company.

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ARTICLE IV

CERTAIN COVENANTS OF THE COMPANY

Section 4.1 Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the "Pre-Closing Period"), upon reasonable advance notice to the Company, the Company shall, and shall cause the Representatives of the Company to, provide Parent and Parent's Representatives with reasonable access to the Company's properties, offices, books and records, Contracts, commitments and personnel and other data or information relating to any of the Company or any Subsidiary of the Company (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement or any sale process preceding the execution and delivery of this Agreement, or, except as expressly provided in Section 4.1 or Section 5.1, to any Acquisition Proposal), in each case as Parent reasonably requests solely for purposes of furthering or preparing for post-Closing integration or in connection with the Merger or the other Transactions (including the Equity Financing or, subject to Section 5.11, any Debt Financing); provided, however, that any such access shall be conducted at Parent's sole cost and expense at a reasonable time during the Company's normal business hours, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company, and shall be subject to the Company's reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose or provide access to any information, if such disclosure or access would, in the Company's reasonable discretion, (i) materially undermine or waive any attorney-client or other legal privilege (provided, that the Company shall use its commercially reasonable efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege), (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party) (provided, that the Company shall use its reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene such Legal Requirement, fiduciary duty or binding agreement); provided, further, that applicable information may be disclosed subject to execution of a joint defense agreement in customary form, disclosure may be limited to Clean Team Representatives (as defined in that certain Clean Team Agreement, dated as of December 7, 2024, by and between Parent and the Company (the "Clean Team Agreement")), redacted to remove references of the identity of alternative acquirers, and/or disclosure may be limited to "outside counsel" of Parent in which case such documents and information shall be provided only to outside counsel retained by Parent and shall not be disclosed by such outside counsel to any other person unless express permission is obtained in advance from the Company, (iii) result in the disclosure of any valuations of the Company prepared in connection with the Transactions or any other strategic alternative, or (iv) result in the disclosure or use of such document or information in any pending Legal Proceeding between the Parties (provided that the foregoing shall not limit applicable rules of discovery with respect to any Legal Proceeding between the Parties). With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct each of Parent's Representatives who receives such information to comply with, all of its obligations under the Confidentiality Agreement dated November 21, 2024, between the Company and Parent (the "Confidentiality Agreement") and the Clean Team Agreement. All requests for information made pursuant to this Section 4.1 shall be directed to an executive officer of the Company or other Person designated by the Company. Notwithstanding anything in this Section 4.1 to the contrary, nothing in this Section 4.1 shall be construed to require the Company, any Subsidiary of the Company or any of their respective Representatives to prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available.

Section 4.2 Fairness Opinion. Promptly following the execution of this Agreement, the Company shall deliver or make available to Parent a copy of the Fairness Opinion for informational purposes only.

Section 4.3 Operation of the Acquired Companies' Business.

(a) During the Pre-Closing Period except (i) as expressly required by this Agreement, (ii) as required by applicable Legal Requirements, (iii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, or (iv) as set forth in Section 4.3(a) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries and each Affiliated Practice, to use commercially reasonable efforts to (A) to conduct its business in the ordinary course of business, (B) to preserve intact their material assets, Contracts and present lines of business, (C) to maintain their rights, franchises and Governmental Authorizations necessary for the conduct of the business of the Acquired Companies, (D) to keep available the services of the executive officers, key employees, and any other key service providers of the Acquired Companies on commercially reasonable terms, and (E) to preserve the goodwill and current relationships of the Acquired Companies with material customers, suppliers and other persons with which the Acquired Companies have material business relations; provided that any failure to take any action prohibited by Section 4.3(b) shall not be deemed a breach of this Section 4.3(a).

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(b) During the Pre-Closing Period, except (i) as expressly required by this Agreement, (ii) as required by applicable Legal Requirements, (iii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, or (iv) as set forth in Section 4.3(b) of the Company Disclosure Letter, the Company and the Subsidiaries of the Company shall not, and, to the extent permitted by applicable Legal Requirements and the terms of the Affiliated Practice Documents, the Company and the Subsidiaries of the Company shall cause the Affiliated Practices not to:

(i) (A) establish a record date for, declare, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common Stock), except for dividends or other distributions by a Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions of Shares outstanding as of the date hereof pursuant to the Company's right (under written commitments in effect as of the date hereof) to purchase or reacquire Shares held by a Company Associate only upon termination of such associate's employment or engagement by the Company; (2) repurchases of Company Stock Awards (or shares of capital stock issued upon the exercise or vesting thereof) outstanding on the date hereof (in cancellation thereof) pursuant to the terms of any such Company Stock Award (in effect as of the date hereof) between the Company and a Company Associate or member of the Company Board only upon termination of such Person's employment or engagement by the Company; (3) in connection with withholding to satisfy the exercise price or Tax obligations with respect to Company Stock Awards; (4) the purchase of Shares in accordance with the terms of the Company ESPP in effect as of the date hereof; (5) pursuant to transactions solely between or among Acquired Companies or (6) pursuant to the terms of the Capped Call Confirmations;

(ii) split, combine, subdivide or reclassify any shares of its capital stock (including the Company Common Stock) or other equity interests;

(iii) sell, issue, grant, deliver, pledge, transfer, encumber or authorize the issuance, sale, delivery, pledge, transfer, encumbrance or grant by any Acquired Company (other than pursuant to agreements in effect as of the date of this Agreement) of (A) any capital stock, equity interest or other security of any Acquired Company, (B) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security of any Acquired Company or (C) any instrument convertible into or exchangeable for any capital stock, equity interest or other security of any Acquired Company (except that the Company may (1) issue Shares as required to be issued upon the settlement of Company RSUs or Company PSUs, upon the exercise of Company Options or upon the vesting of Company Stock Awards, in each case, outstanding as of the date of this Agreement, (2) issue Shares in respect of any awards outstanding under the Company ESPP in respect of the Current ESPP Offering Period, (3) sell shares upon exercise of Company Options if necessary to effectuate an optionee direction upon exercise or sales to satisfy the exercise price or Tax obligations with respect to Company Stock Awards, (4) authorize the sale of shares under a Rule 10b5-1 plan in place as of the date hereof, (5) upon the conversion of the Company Convertible Notes, issue Shares, cash or any combination of Shares and cash pursuant to the terms of the Indenture, (6) issue such securities in transactions solely between or among Acquired Companies and (7) transfers of interests in Affiliated Practices from one equityholder to another equityholder as reasonably determined by the Company in accordance with the terms of any Affiliated Practice Document);

(iv) except as required by the terms of any Employee Plan outstanding as of the date hereof and set forth on Section 2.17(d) of the Company Disclosure Letter, or as otherwise permitted under Section 4.3(b)(i) or Section 4.3(b)(iii), establish, adopt, terminate or amend any Employee Plan (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Employee Plans (or any plan, program, arrangement, practice or agreement that would be an Employee Plan if it were in existence on the date hereof), pay or agree to pay any bonus or special remuneration to any Company Associate, or increase or agree to increase the salaries, wage rates, or other compensation or benefits of any Company Associate, except that the Acquired Companies: (A) may, in the ordinary course of business, provide increases in salary or wages, which shall not exceed 3.5% in the aggregate of total base pay for the 2025 fiscal year beginning on March 1, 2024 and ending on February 28, 2025, to any Company Associate who is not (x) a Company Associate with an annual base salary or base cash compensation greater than $250,000, (y) a member of the executive leadership team or (z) a Company Associate that directly reports to the Company's Chief Executive Officer (collectively, the Company Associates who meet the criteria in clauses (x)-(z), the "Specified Employees"); (B) may replace, renew or extend a broadly applicable Employee Plan in the ordinary course of business that does not materially increase the annual cost of such Employee Plan (as compared to the cost on the date of this Agreement) or benefits provided under such Employee Plan, and (C) may determine and pay annual and quarterly bonus or commission payments to the extent earned in accordance with the terms of the Employee Plans set forth on Section 2.17(d) of the Company Disclosure Letter, including without limitation the determination and payment of annual cash bonuses for the fiscal year ending February 28, 2025 at any time following the conclusion of such fiscal year, provided that such bonuses are based upon metrics approved by the Company Board and payments are based on actual achievement as of February 28, 2025;

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(v) (A) enter into (1) any change-of-control agreement with any director, executive officer, employee, or independent contractor or (2) any retention agreement with any director, executive officer employee, or independent contractor, or (B) enter into any employment, severance or other material agreement with, or hire or engage, any director, executive officer, employee, or independent contractor, to the extent necessary to hire an individual other than an individual who is or would be a Specified Employee in the ordinary course of business;

(vi) take any action that would constitute a "mass layoff" or "plant closing" within the meaning of, or would otherwise trigger notice requirements under, the Worker Adjustment and Retraining Notification Act of 1988 or any similar Legal Requirement;

(vii) (x) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents or (y) materially amend or permit the adoption of any material amendment to any Corporate Practice Document;

(viii) make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans solely between or among the Acquired Companies, (B) advances for employee expenses in the ordinary course of business, or (C) the extension of trade credit in the ordinary course of business;

(ix) enter into any corporate joint venture, partnership, limited liability corporation or similar arrangement;

(x) make or authorize any capital expenditures, except for capital expenditures that do not exceed $5,000,000 in the aggregate during any fiscal year;

(xi) incur any Indebtedness after the date of this Agreement, except for (a) the accrual of interest pursuant to the terms of any existing credit facilities or similar arrangements in effect on the date hereof, and (b) any intercompany indebtedness between or among the Acquired Companies;

(xii) sell, lease, transfer, license or otherwise dispose of or assign any portion of its properties or assets individually for consideration in excess of $1,000,000 or in the aggregate for consideration in excess of $2,000,000, except (A) dispositions of supplies, inventory, merchandise or products in the ordinary course of business and dispositions of obsolete, surplus or worn out assets or assets that are no longer used or useful in the conduct of the business of any Acquired Company, or (B) transfers between or among the Acquired Companies; provided, that any such sale, lease transfer, license or disposition shall be on commercially reasonable terms (including with respect to price), consistent with past practice;

(xiii) acquire any Entity (including a material portion of the outstanding voting securities of any Entity) or business (including assets constituting a material business or business lines), including by merger, consolidation or acquisition of stock or assets, except for acquisitions with respect to transactions between or among the Acquired Companies;

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(xvi) commence or threaten any Legal Proceeding, except (A) with respect to routine matters in the ordinary course of business where the amounts at issue do not and would not reasonably be expected to exceed $1,000,000; or (B) in connection with a breach of this Agreement or any other agreements contemplated hereby;

(xvii) settle, release, waive or compromise any Legal Proceeding or other claim (or threatened Legal Proceeding or other claim), other than (A) any Legal Proceeding relating to a breach of this Agreement or any other agreements contemplated hereby, or (B) a settlement involving only the payment of monies by the Acquired Companies of not more than $1,000,000 individually, or $2,000,000 in the aggregate; provided that no such settlement or compromise may involve any injunctive or equitable relief, or impose restrictions, on the business activities of the Parent, Merger Sub, or Acquired Companies other than customary confidentiality restrictions;

(xviii) enter into, amend or extend any collective bargaining agreement or other agreement with any labor organization;

(xix) adopt or implement any stockholder rights plan or similar arrangement;

(xx) adopt a plan or agreement of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization or other reorganization of any of the Acquired Companies (other than a dormant Subsidiary of the Company in the ordinary course of business);

(xxi) abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any Governmental Authorizations;

(xxii) (A) sell, exclusively license or assign to any Person or enter into any Contract to sell, exclusively license or assign to any Person any rights to any material Company IP; or (B) abandon or permit any Registered IP that is Company IP to lapse or enter into the public domain (other than any applications related to immaterial Company IP that the Company intentionally abandons or allows to lapse in its reasonable business judgment and in consultation with Parent);

(xxiii) subject to Section 5.10 with respect to the Company Convertible Notes and Capped Call Confirmations, (A) (1) accelerate, terminate or cancel, or waive, release or assign any right, obligation or claim under, any Material Contract, or (2) amend or modify any Material Contract, in each case of (1) and (2), both outside of the ordinary course of business and in a manner that is material and adverse to the Acquired Companies, taken as a whole, (B) enter into any Contract, which, if entered into would be a Material Contract (other than any Contract (x) with a Top Customer which would be a Material Contract solely by reason of Section 2.9(a)(ii), or (y) which would be a Material Contract solely by reason of Section 2.9(a)(v), in each case, in the ordinary course of business), or (C) enter into any Contract that, after the Closing, would purport to bind Parent or any of its Subsidiaries;

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(xxiv) enter into any agreement to purchase or sell any interest in real property, grant any security interest in real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify, violate or terminate any of the terms of any Company Leases;

(xxv) cancel, reduce, terminate or fail to maintain in effect any insurance policies covering the Acquired Companies and their respective properties, assets and businesses;

(xxvi) enter into any new line of business that is not related to, and is not an extension of, the business of the Acquired Companies as of the date of this Agreement or form a new Subsidiary of the Company; or

(xxvii) authorize, or agree or commit to take, any of the actions described in the foregoing clauses of this Section 4.3(b).

(c) Notwithstanding the foregoing, nothing contained herein shall give to Parent or Merger Sub, directly or indirectly, rights to control or direct the operations of the Acquired Companies prior to the Effective Time to the extent prohibited by applicable Antitrust Law. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its and its Subsidiaries' respective operations.

Section 4.4 No Solicitation.

(a) For the purposes of this Agreement, "Acceptable Confidentiality Agreement" shall mean any customary confidentiality agreement that (i) contains provisions that are not materially less favorable in the aggregate to the Company (and the other Acquired Companies) than those contained in the Confidentiality Agreement (except that the confidentiality agreement need not contain standstill provisions) and (ii) does not prohibit the Company from providing any information to Parent in accordance with this Section 4.4 or otherwise prohibit the Company from complying with its obligations under this Section 4.4.

(b) Except as permitted by this Section 4.4 or Section 5.1, during the Pre-Closing Period, the Company shall not, and shall cause the other Acquired Companies and its and their respective directors and officers, and will direct its financial advisors and legal advisors not to, and shall not authorize or permit any of its and their other respective Representatives to, (i) continue any solicitation, knowing facilitation or encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal or Acquisition Inquiry, or (ii) directly or indirectly, (A) solicit, initiate, knowingly induce the making, submission or announcement of, or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any Acquisition Proposal or any Acquisition Inquiry, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information relating to any Acquired Company, or afford to any other Person access to the properties, assets, or to any personnel of the Acquired Companies, in connection with or for the purpose of soliciting, initiating, knowingly facilitating or encouraging, an Acquisition Proposal or any Acquisition Inquiry, (C) enter into or accept any letter of intent, term sheet, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that is or would reasonably be expected to lead to an Acquisition Proposal (each, a "Company Acquisition Agreement"), or (D) except as otherwise provided in this Section 4.4, approve, endorse or recommend any Acquisition Proposal. Promptly following (and in no event later than twenty-four (24) hours following) the execution of this Agreement, the Acquired Companies shall terminate access by any third party (other than Parent and its Representatives) to any physical or electronic data room organized in connection with, or that would be used to facilitate, any potential Acquisition Proposal and, no later than the second business day following the execution of this Agreement, request the prompt return or destruction of all non-public information concerning any of the Acquired Companies theretofore furnished to any third party within the last twelve (12) months in connection with any potential Acquisition Proposal.

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(c) Notwithstanding anything to the contrary set forth in this Agreement, prior to the receipt of the Company Required Vote, if the Company has complied with its obligations under this Section 4.4 (except for failures to comply which are immaterial) and any Acquired Company or any of their respective Representatives receives an unsolicited written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed on or after the date of this Agreement, (i) the Company and its Representatives may contact and engage in discussions with such Person or group of Persons to the extent necessary to clarify the terms and conditions of such Acquisition Proposal and to inform such Person or group of Persons of the terms of this Section 4.4 and (ii) if the Company Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, and, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Legal Requirements, then the Company and its Representatives may (A) enter into an Acceptable Confidentiality Agreement and furnish, pursuant to such Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Acquired Companies to such Person or group of Persons who has made such Acquisition Proposal and their respective Representatives and financing sources; provided that the Company shall substantially concurrently provide to Parent any non-public information concerning the Acquired Companies that is provided to any Person given such access which was not previously provided to Parent or its Representatives, and (B) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal, including soliciting the submission of a revised Acquisition Proposal.

(d) Following the date of this Agreement, the Company shall (i) promptly, and in any event, within twenty-four (24) hours after receipt, notify Parent, in writing, if any Acquisition Proposal or Acquisition Inquiry is received by any Acquired Company or any of their Representatives, (ii) provide Parent with the identity of the Person or group of Persons making such Acquisition Proposal or Acquisition Inquiry and a written summary of the material terms and conditions thereof (including copies of any written proposal and written summaries of any oral proposal relating thereto provided to the Company or any of its Representatives), and indicate whether the Company has furnished non-public information to, or entered into discussions or negotiations with, such Person in connection with such Acquisition Proposal or Acquisition Inquiry, (iii) keep Parent reasonably informed of the status of (including changes to any terms of, and any other material developments with respect to) any Acquisition Proposal or Acquisition Inquiry, including the discussions related thereto, on a prompt basis and (iv) upon the reasonable request of Parent, reasonably inform Parent of the status of such Acquisition Proposal. Without limiting the generality of the foregoing, the Company shall promptly (and in no event later than 24 hours after delivery or receipt) provide Parent with copies of any written counterproposal by the Company or any of its Representatives in connection with such Acquisition Proposal or Acquisition Inquiry and any other written documents between the Company or any of its Representatives, on the one hand, and the Person making such Acquisition Proposal or Acquisition Inquiry or any of its Representatives, on the other hand, in connection with such Acquisition Proposal or Acquisition Inquiry. The Company agrees that no Acquired Company will enter into any agreement with any person subsequent to the date of this Agreement which prohibits the Company from providing any information to Parent in accordance with this Section 4.4.

(e) Nothing in this Section 4.4 or elsewhere in this Agreement shall prohibit the Company or the Company Board (or a committee thereof) from (nor shall any of the following constitute a Company Adverse Change Recommendation) (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any disclosure to the Company Stockholders that is required by applicable Legal Requirements, (iii) making any "stop, look and listen" communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iv) electing to take no position with respect to an Acquisition Proposal until the close of business on the tenth business day after the commencement of such Acquisition Proposal pursuant to Rule 14e-2 under the Exchange Act; provided, however, that this Section 4.4(e) shall not permit (1) the Company to take any actions contemplated by Section 4.4 other than in compliance with Section 4.4 or (2) the Company Board to effect a Company Adverse Change Recommendation, or the Company to effect a termination of the Agreement in accordance with Section 7.1(h), other than in accordance with Section 5.1 and Section 7.1(h).

(f) The Company agrees that (i) in the event any Acquired Company or any director, officer, financial advisor, or legal advisor of any of the Acquired Companies takes any action which, if taken by the Company, would constitute a breach of this Section 4.4, then such action shall be deemed to constitute a breach of this Section 4.4 to the same extent as if the Company took such action, and (ii) if any Acquired Company (A) affirmatively permits any of its Representatives to take any action or (B) is made aware of an action by one of its Representatives and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would constitute a breach of this Section 4.4 if taken by the Company, then such action will be deemed to constitute a breach by the Company of this Section 4.4.

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ARTICLE V

ADDITIONAL COVENANTS OF THE PARTIES

Section 5.1 Company Board Recommendation.

(a) During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) withdraw, change, withhold, or qualify (or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw, change, withhold, or qualify (or modify in a manner adverse to Parent or Merger Sub), the Company Board Recommendation, (ii) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Acquisition Proposal, (iii) fail to cause the Company to issue a press release that unanimously reaffirms the Company Board Recommendation within ten (10) business days after any Acquisition Proposal is publicly announced, (iv) approve, recommend or declare advisable, or allow the Company to execute or enter into any Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (v) fail to include the Company Board Recommendation in the Proxy Statement, or (vi) fail to reaffirm, unanimously and publicly, the Company Board Recommendation, within ten (10) days after Parent requests that the Company Board Recommendation be reaffirmed publicly (any action described in clause (i)-(vi) being referred to as a "Company Adverse Change Recommendation").

(b) Notwithstanding anything to the contrary contained in Section 5.1(a) or elsewhere in this Agreement, at any time prior to the receipt of the Company Required Vote:

(i) in the event that (x) any Acquired Company or any of their Representatives receives a written Acquisition Proposal from any Person, that did not result from a breach of Section 4.4 (other than immaterial breaches), and that has not been withdrawn and (y) the Company Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal is a Superior Proposal, the Company Board may (A) make a Company Adverse Change Recommendation or (B) authorize the Company to terminate this Agreement in accordance with Section 7.1(h) and enter into a Company Acquisition Agreement with respect to such Superior Proposal, in the case of each of clauses (A) and (B), if and only if: (1) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company's outside legal counsel, that the failure to take the actions described in clauses (A) or (B) would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements; (2) the Company has given Parent at least four business days' prior written notice of its intention to take the actions described in clauses (A) and (B), which notice shall include the material terms and conditions of such Acquisition Proposal, the identity of the Person or group of Persons making such proposal and copies of all definitive agreements relating to such Acquisition Proposal (a "Determination Notice") (which delivery of such Determination Notice shall not constitute a Company Adverse Change Recommendation); and (3) (I) the Company has complied in all respects (other than immaterial breaches) with its obligations under Section 4.4(d), (II) the Company has afforded Parent four business days (the "Match Period") after delivery of the Determination Notice to propose revisions to the terms of this Agreement or make another proposal so that such Acquisition Proposal would cease to constitute a Superior Proposal, and, to the extent Parent desired to negotiate, the Company has negotiated (and has caused its Representatives to negotiate) in good faith with Parent and its Representatives with respect to such proposed revisions or other proposal, if any, and (III) after considering the terms of this Agreement, the Parent SPA and if any written proposals made by Parent, if any, prior to 11:59 p.m. Eastern Time on the last day of the Match Period were to be given effect, the Company Board determined, in good faith, after consultation with the Company's financial advisors and outside legal counsel, that such Acquisition Proposal continued to constitute a Superior Proposal, and, after consultation with the Company's outside legal counsel that the failure to make the Company Adverse Change Recommendation or terminate this Agreement pursuant to Section 7.1(h) would be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements. Issuance of any "stop, look and listen" communication by or on behalf of the Company pursuant to Rule 14d-9(f) shall not, in and of itself, be considered a Company Adverse Change Recommendation and shall not require the giving of a Determination Notice or compliance with the procedures set forth in this Section 5.1 so long as such communication solely describes the Company's receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto; provided, however, that if any such communication has the effect of withdrawing (or qualifying or modifying in a manner adverse to Parent or Merger Sub) the Company Board Recommendation, such communication shall constitute a Company Adverse Change Recommendation. The provisions of this Section 5.1(b)(i) shall also apply to any material amendment to any Acquisition Proposal and require a new Determination Notice, except that the Match Period shall be deemed to be three business days; and

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(ii) other than in connection with an Acquisition Proposal, the Company Board (or a committee thereof) may make a Company Adverse Change Recommendation in response to a Change in Circumstances, if and only if: (A) the Company Board (or a committee thereof) determines in good faith, after consultation with the Company's outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements; (B) the Company has given Parent a Determination Notice at least four business days prior to making any such Company Adverse Change Recommendation (which notice describes the Change in Circumstance in reasonable detail); and (C) (1) the Company has afforded Parent four business days after the delivery of the Determination Notice to propose revisions to the terms of this Agreement or make another proposal so that such Change in Circumstances would no longer necessitate a Company Adverse Change Recommendation, and, to the extent Parent desired and requested to negotiate, has made its Representatives reasonably available to negotiate in good faith with Parent with respect to such proposed revisions or other proposal, if any, and (2) after considering the terms of this Agreement and the Parent SPA and any written proposals made by Parent, if any, prior to 11:59 p.m. Eastern Time on the fourth business day following delivery of the Determination Notice were to be given effect, the Company Board (or a committee thereof) determined, in good faith, after consultation with and the Company's outside legal counsel, that the failure to make the Company Adverse Change Recommendation in response to such Change in Circumstances would be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements. For the avoidance of doubt, the provisions of this Section 5.1(b)(ii) shall also apply to any material change to the facts and circumstances relating to such Change in Circumstance and require a new Determination Notice, except that the references to four business days shall be deemed to be three business days.

Section 5.2 Proxy Statement.

(a) As promptly as reasonably practicable (and in any event, within twenty (20) business days) following the date of this Agreement, the Company shall prepare and file with the SEC, in preliminary form, a proxy statement relating to a meeting of the Company Stockholders (the "Company Stockholder Meeting") (as amended or supplemented from time to time, the "Proxy Statement"). Subject to Section 5.1(b), the Board of Directors of the Company shall include the Company Board Recommendation in the Proxy Statement. Parent shall furnish all information concerning itself and its Affiliates that is reasonably requested by the Company to be included in the Proxy Statement and shall otherwise reasonably assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any (written or oral) substantive comments of the SEC with respect to the Proxy Statement and to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable and to file the Proxy Statement with the SEC in definitive form promptly thereafter. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent upon the receipt of any written or oral comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with a copy of all material written correspondence between the Company or any of the Company's Representatives, on the one hand, and the SEC or its staff, on the other hand (and a summary of any substantive oral conversations) with respect to the Proxy Statement or the Transactions. Until such time as there has been a Company Adverse Change Recommendation, the Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such documents with the SEC and disseminating such documents to the Company Stockholders and reasonable opportunity to review and comment on all responses to requests for additional information and shall give due consideration, in good faith, to including any comments on each such document or response that are reasonably proposed by Parent. If, at any time prior to the Company Stockholders Meeting, any information relating to the Company, Parent or any of their respective Affiliates, officers, directors or other Representatives should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and the Company shall promptly file an appropriate amendment or supplement to the Proxy Statement describing such information with the SEC and, to the extent required by applicable Legal Requirements, cause such amendment or supplement to be promptly disseminated to the Company Stockholders.

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(b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Merger pursuant to applicable Legal Requirements (such document, as amended or supplemented, an "Other Required Company Filing"), then the Company will use its reasonable best efforts to promptly prepare and file such Other Required Company Filing with the SEC. The Company will use its reasonable best efforts to cause any Other Required Company Filing to comply as to form in with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. Except in connection with a Company Adverse Change Recommendation or thereafter, the Company shall give Parent and its counsel a reasonable opportunity to review and comment on any Other Required Company Filing, including all amendments and supplements thereto, prior to filing with the SEC and shall give due consideration, in good faith, to including any comments on each such Other Required Company Filing that are reasonably proposed by Parent.

(c) The Company shall (i) establish a record date for the Company Stockholder Meeting in accordance with applicable Legal Requirements, the Certificate of Incorporation and the Company's bylaws, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith, and (iii) as promptly as reasonably practicable (and in any event within five (5) business days) after the earlier to occur of (x) the date on which the Company is informed that the SEC does not intend to review the Proxy Statement or has no further comments thereon and (y) expiration of the 10-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act, (A) mail or cause to be mailed the Proxy Statement (including a form of proxy) in definitive form to the Company Stockholders in accordance with applicable Legal Requirements and the Company's bylaws; and (B) subject to applicable Legal Requirements, take all other action necessary under all applicable Legal Requirements, the Certificate of Incorporation, the Company's bylaws and the rules of Nasdaq to duly call, give notice of, convene and hold the Company Stockholders Meeting. The Company will schedule the Company Stockholder Meeting to be held within thirty-five (35) (unless the Company's nationally recognized proxy solicitor advises that thirty-five (35) days from the date of the initial mailing the Proxy Statement is insufficient time to submit and obtain the Company Required Vote, in which case, such later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)) days of the initial mailing of the Proxy Statement. The Company agrees that no matters will be brought before the Company Stockholder's Meeting other than the adoption of this Agreement and any related and customary procedural matters (including for the avoidance of doubt, any customary advisory vote to approve certain compensation that may become payable to the Company's named executive officers in connection with the consummation of the Merger and any customary proposal to adjourn or postpone such Company Stockholder Meeting). The Company may adjourn, recess or postpone the Company Stockholder Meeting (I) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, (II) to solicit additional proxies for the purpose of obtaining the Company Required Vote, (III) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (IV) after consultation with Parent, to the extent necessary (y) to permit the preparation, filing and dissemination of any supplement or amendment to the Proxy Statement that the Company has reasonably determined, in consultation with its outside legal counsel, is required under applicable Legal Requirements and (z) to provide an adequate amount of time for such supplement or amendment to be reviewed by the Company Stockholders in advance of the Company Stockholders Meeting, (V) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the Transactions; provided that unless otherwise agreed by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be adjourned, recessed, or postponed to a date that is more than ten (10) days after the date for which the then most-recent Company Stockholders Meeting was scheduled or to a date that is on or after the fifth (5^th) business day preceeding the Termination Date and the Company may not adjourn, recess, or postpone the Company Stockholders Meeting pursuant to the foregoing clauses (I) and (II) on more than two (2) occassions. The Company shall, unless there has been a Company Adverse Change Recommendation, use its reasonable best efforts to (x) solicit from the Company Stockholders proxies in favor of the Company Required Vote and (y) take all other actions necessary or advisable to secure the Company Required Vote. Notwithstanding the foregoing, and unless this Agreement has been terminated in accordance with Section 7.1, the Company's obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance shall not be limited or otherwise affected by the making, commencement, public disclosure, public announcement or submission to the Company (or the Company Board or any committee thereof) of any Acquisition Proposal, Acquisition Inquiry, or any Company Adverse Change Recommendation. If requested by Parent on up to two (2) separate occasions in order to allow additional time for the solicitation of votes in order to obtain the Company Required Vote, the Company shall postpone or adjourn the Company Stockholders Meeting for up to ten (10) business days on each such occasion, so long as such postponement or adjournment would not require a change to the record date for the Company Stockholders Meeting.

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(d) The Company shall, upon the request of Parent following the dissemination of the definitive Proxy Statement, keep Parent reasonably informed regarding the proxies received by the Company with respect to the Company Stockholders Meeting.

(e) Nothing in this Section 5.2 shall be deemed to prevent the Company, the Company Board or any committee thereof from taking any action they are permitted or required to take under, and in compliance with, Section 4.4 or Section 5.1(b).

Section 5.3 Filings, Consents and Approvals.

(a) Subject to the terms and conditions set forth in this Agreement, each of the Parties shall use, and shall cause their respective controlled Affiliates and the Affiliated Practices to, use, their respective reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable, including eliminating any impediments under applicable Legal Requirements that are asserted by a Governmental Body, to satisfy the conditions to the Closing and consummate and make effective the Transactions as soon as reasonably practicable, and in any event prior to the Termination Date, including (i) the obtaining of all necessary actions or nonactions, waivers or Consents from Governmental Bodies, including obtaining all consents and otherwise fulfilling all requirements set forth on Schedule 6.2(e), and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any additional instruments necessary or reasonably advisable to consummate the Transactions.

(b) Subject to the terms and conditions of this Agreement, each of the Parties hereto shall (and shall cause their respective Affiliates, if applicable, to): (i) promptly, but in no event later than ten (10) business days after the date hereof, or such other date as may be agreed in writing between antitrust counsel for each Party, make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the Transactions; and (ii) promptly make all other filings, notifications or other consents as may be required to be made or obtained by such Party as identified on Schedule 6.2(e).

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(c) Parent and the Company each shall use reasonable best efforts to promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.3(a). Without limiting the generality of anything contained in this Section 5.3, during the Pre-Closing Period, each Party hereto shall use its reasonable best efforts to (i) cooperate in all respects and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry by a Governmental Body or third party before a Governmental Body, including allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) promptly give the other Parties notice of the making or commencement of any request, inquiry, investigation or Legal Proceeding brought by a Governmental Body or brought by a third party before any Governmental Body, in each case, with respect to the Transactions, (iii) promptly and regularly keep the other Parties informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding, (iv) promptly inform the other Parties of any communication to or from the FTC, DOJ or any other Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding, (v) promptly furnish to the other Parties with copies of documents, written communications or materials provided to or received from any Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding, (vi) to the extent reasonably practicable, consult in advance and cooperate with the other Parties and consider in good faith the views of the other Parties in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding and (vii) except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any such request, inquiry, investigation or Legal Proceeding in respect of the Transactions, provide advance notice of and permit authorized Representatives of the other Party to be present at each meeting, telephone or video conference relating to such request, inquiry, investigation or Legal Proceeding (to the extent practicable); provided that documents and information provided to the other Party pursuant to this paragraph (A) may be redacted (1) to remove references to valuation of the Company or the identity of alternative acquirers, (2) to comply with contractual arrangements existing as of the date hereof, or (3) to protect legal privilege, and (B) may, if deemed advisable or necessary by the providing Party, be designated as "outside counsel only," in which case such documents and information shall be provided only to outside counsel and consultants retained by such counsel and shall not be disclosed by such outside counsel or consultants to any other Person unless express permission is obtained from the source of the materials or its counsel. Each Party, unless otherwise agreed to in writing, shall use reasonable best efforts to respond as promptly as practicable to any request for information, documentation, other material or testimony that may be reasonably requested by any Governmental Body. Parent shall pay all filing fees under the HSR Act and all filing fees required under other Antitrust Laws or to obtain any other Governmental Authorization; provided that Parent and the Company each shall bear its own costs for the preparation of any such filings.

(d) Notwithstanding anything herein to the contrary, (i) after seeking to consult with the Company and considering in good faith the views the Company provides in a reasonable amount of time thereafter, Parent shall control the strategy of the parties with respect to seeking any Consents of any Governmental Body with respect to the Merger in the event of a dispute among the Parties, and shall take the lead in all meetings and communications with any Governmental Body in connection with obtaining any such action or Consent; and (ii) none of Parent, Merger Sub or any of their respective Subsidiaries or Affiliates shall be required to, and the Company may not and may not permit any other Acquired Company to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of any Acquired Company, Parent, Merger Sub or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of any Acquired Company (including the Surviving Corporation), Parent, Merger Sub or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of any Acquired Company (including the Surviving Corporation), Parent, Merger Sub or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company shall and shall cause the other Acquired Companies to become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Acquired Companies in the event the Closing occurs.

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(e) Prior to the Closing, Parent and Merger Sub shall not, and shall cause their respective Subsidiaries to not, acquire, agree to acquire, or enter into a strategic transaction with, by merging or consolidating with, or by purchasing or selling a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise enter into any acquisition agreement, if the entering into of any agreement relating to or the consummation of such acquisition, merger, or consolidation would reasonably be expected to, (i) impose any material delay in the expiration or termination of any applicable waiting period or impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, clearance, approval or order of a Governmental Body necessary to consummate the Merger and the Transactions, including any approvals and expiration of waiting periods pursuant to the HSR Act or any other applicable Legal Requirements, (ii) materially increase the risk of any Governmental Body entering, or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger and the Transactions or (iii) otherwise materially delay or impede the consummation of the Merger and the Transactions.

(f) Parent, Merger Sub, and the Company shall defend through litigation on the merits any claim asserted by any Governmental Body, seeking any Legal Restraint (whether temporary, preliminary or permanent) that would prevent, materially impair or materially delay the Closing from occurring prior to the Termination Date; provided that Parent shall control the strategy with respect thereto in the event of a dispute among the Parties.

Section 5.4 Company ESPP. Effective as of the date hereof, the Company shall take all actions with respect to the Company ESPP that are necessary to provide that: (i) with respect to any offering periods in effect as of the date hereof (each a "Current ESPP Offering Period"), no employee who is not a participant in the Company ESPP as of the date hereof may become a participant in the Company ESPP and no participant may make additional contributions (whether in the form of payroll deductions or otherwise) following the date hereof; (ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time; (iii) if the Current ESPP Offering Periods terminate prior to the Effective Time, then the Company ESPP shall be suspended and no new offering period shall be commenced under the Company ESPP prior to the termination of this Agreement; and (iv) if any Current ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to a date prior to the Closing Date as specified by the Company Board in accordance with the Company ESPP. On such date, the Company will apply the funds credited as of such date pursuant to the ESPP within each participant's account to the purchase of whole shares of Company Common Stock in accordance with the terms of the ESPP. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Transactions), the Company will terminate the ESPP.

Section 5.5 Employee Benefits.

(a) For no less than one year following the Closing Date, Parent shall provide, or cause to be provided, and to the extent permitted by the terms of the Affiliated Practice Documents and subject to applicable Legal Requirements, cause the Affiliated Practices to provide, to each employee of the Company and its Subsidiaries and the Affiliated Practices (as applicable) who is employed by the Company or one of its Subsidiaries or the Affiliated Practices (as applicable) as of immediately prior to the Effective Time and who continues to be employed by the Surviving Corporation (or any Affiliate thereof) during such period (each, a "Continuing Employee") (i) aggregate cash compensation that is substantially comparable to the aggregate cash compensation of such Continuing Employee as of the date of this Agreement and (ii) aggregate health and welfare benefits that are substantially comparable to the aggregate health and welfare benefits of such Continuing Employee as of the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Section 5.5 or elsewhere in this Agreement shall: (i) be construed to create a right in any Company Associate to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent or the Surviving Corporation or the Affiliated Practices; (ii) be deemed to establish, amend, modify or cause to be adopted any Employee Plan or any other benefit plan, program, agreement or arrangement maintained or sponsored by Parent, the Surviving Corporation or any of their respective Affiliates; or (iii) limit the ability of Parent, the Surviving Corporation or any of their respective Affiliates from establishing, amending, modifying or terminating any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, in each case, following the Effective Time. Except as explicitly provided in Section 8.7, no Company Associate shall be deemed to be a third-party beneficiary of this Agreement.

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(b) With respect to any accrued but unused personal, sick or vacation time to which any Continuing Employee is entitled pursuant to the personal, sick or vacation policies applicable to such Continuing Employee immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Corporation to and instruct its Affiliates to, as applicable (and without duplication of benefits), assume, as of the Effective Time, the liability for such accrued personal, sick or vacation time and allow such Continuing Employee to use such accrued personal, sick or vacation time in accordance with the practice and policies of the Company.

(c) To the extent that service is relevant for eligibility, vesting or allowances (including paid time off) under any health or welfare benefit plan of Parent or the Surviving Corporation or any of its Affiliates, then Parent shall, and shall cause its Affiliates to, to the extent permitted under the applicable benefit plan, (i) waive all limitations as to pre-existing conditions, exclusions, actively-at-work requirements and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees (and their eligible dependents), to the extent that such conditions, exclusions and waiting periods would not apply under a similar employee benefit plan in which such employees participated immediately prior to the Effective Time, (ii) ensure that such health or welfare benefit plan shall, for purposes of eligibility, vesting, deductibles, co-payments and out-of-pocket maximums and allowances (including paid time off), credit Continuing Employees (and their eligible dependents) for service and amounts paid prior to the Effective Time with the Company or any Subsidiary of the Company or any Affiliated Practice (as applicable) to the same extent that such service and amounts paid was recognized prior to the Effective Time under the corresponding health or welfare benefit plan of the Company or any Subsidiary of the Company or any Affiliated Practice (as applicable) and (iii) as applicable, credit each Continuing Employee with his or her contribution balances, if any, under the health savings accounts, flexible spending accounts and dependent care spending accounts administered under Employee Plans which contributions are made during the Employee Plan year in which the Closing occurs.

(d) To the extent any employee notification or consultation requirements are imposed by applicable Legal Requirements with respect to the Transactions, the Company shall ensure that any such Legal Requirements are complied with and consult with Parent prior to delivering any such notification or consultation. Prior to the Effective Time, subject to applicable Legal Requirements, the Company shall not, and shall ensure that none of the other Acquired Companies (as applicable) shall, communicate with Continuing Employees regarding post-Closing employment matters, including post-Closing employee benefits and compensation or other compensation or benefits matters related to or impacted by any of the Transactions (whether alone or in combination with additional events), including the matters described in this Section 5.5, without the prior written approval of Parent, which shall not be unreasonably withheld, conditioned or delayed.

Section 5.6 Company 401(k) Plan. Unless, at least ten (10) business days prior to the Effective Time, Parent provides written notice to the Company directing the Company not to terminate its 401(k) plan(s), the Company shall terminate any and all 401(k) plans effective as of the day immediately preceding the day on which the Effective Time occurs (the "401(k) Termination Date"). If the Company 401(k) plan is terminated pursuant to this Section 5.6, then as soon as practicable following the 401(k) Termination Date, Parent shall, to the maximum extent permitted under Parent's 401(k) plan, permit all Continuing Employees who were eligible to participate in the Company 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent's 401(k) plan and shall permit each such Continuing Employee to elect to transfer their account balance when distributed from the terminated Company 401(k) plan, including any outstanding participant loans, to Parent's 401(k) plan, except to the extent accepting such transfers would adversely affect the tax qualified status of Parent's 401(k) plan or as may be prohibited by Parent's 401(k) plan.

Section 5.7 Retention Arrangements.

(a) Promptly following the Closing, Parent shall adopt a cash retention award program described on Schedule 5.7(a).

(b) Promptly following the Closing, Parent shall grant to each Continuing Employee a retention option award in accordance with the parameters described on Schedule 5.7(b).

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Section 5.8 Indemnification of Officers and Directors.

(a) The Parties agree that, to the fullest extent permitted by applicable Legal Requirements, all rights to indemnification, advancement of expenses and exculpation by the Company or another Acquired Company existing in favor of those Persons who are directors and officers of any Acquired Company as of the date of this Agreement or have been directors or officers of any Acquired Company in the past (the "Indemnified Persons") for their acts and omissions occurring prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the applicable Acquired Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Acquired Company and said Indemnified Persons as set forth on Section 5.8(a) of the Company Disclosure Letter and in effect as of the date of this Agreement in the forms made available by the Company to Parent or Parent's Representatives prior to the date of this Agreement (such obligations, the "Existing Indemnification Obligations"), shall survive the Closing and to the fullest extent permitted under applicable Legal Requirements shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 5.8(a) and the rights provided under this Section 5.8(a) until disposition of such claim (even if after such six-year period).

(b) From the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation (together with their successors and assigns, the "Indemnifying Parties") shall (and Parent shall cause the Surviving Corporation to), to the fullest extent permitted under applicable Legal Requirements, indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of an Acquired Company against all losses, claims, damages, liabilities, fees, expenses (including reasonable and documented attorneys' fees), judgments, amounts paid in settlement or fines incurred by such Indemnified Person in connection with any pending or threatened Legal Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was (or any acts or omissions by such Indemnified Person in his her or capacity as) a director or officer of an Acquired Company at or prior to the Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time (whether asserted or claimed prior to, at or after the Effective Time), including any such matter arising under any claim with respect to the Transactions, in each case, to the extent required by the Existing Indemnification Obligations. Without limiting the foregoing, from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Legal Requirements, advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys' fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 5.8(b) within 15 days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 5.8(b).

(c) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (an accurate and complete copy of which has been made available by the Company to Parent or Parent's Representatives prior to the date of this Agreement) for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable) on terms with respect to coverage, deductibles and amounts no less favorable than such existing policy. At Parent or the Company's election prior to the Effective Time, Parent or the Company, as applicable, may (through a nationally recognized insurance broker) purchase a six-year "tail" policy for the existing policy, effective as of the Effective Time, and if such "tail policy" has been obtained, it shall be deemed to satisfy all obligations to obtain or maintain insurance pursuant to this Section 5.8(c); provided that the cost of such "tail" policy shall not exceed 275% of the annual premium currently payable by the Company as of the date of this Agreement with respect to such existing policy. Notwithstanding anything to the contrary in this Section 5.8(c), in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 275% of the annual premium currently payable by the Acquired Companies as of the date of this Agreement with respect to such existing policy, it being understood that if the annual premiums payable for such insurance coverage exceeds such amount, Parent shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost equal to such amount.

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(d) In the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent or the Surviving Corporation, as the case may be, or at Parent's option, Parent, shall expressly assume the obligations set forth in this Section 5.6.

(e) The provisions of this Section 5.6 shall survive the Merger and are (i) intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract, under applicable Legal Requirements or otherwise. Unless required by applicable Legal Requirement, this Section 5.6 may not be amended, altered or repealed after the Effective Time in such a manner as to adversely affect the rights of any Indemnified Person or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Person.

Section 5.9 Securityholder Litigation. Until the termination of this Agreement in accordance with ARTICLE VII, the Company shall promptly (and in any event within 24 hours) notify Parent of any Transaction Litigation and shall keep Parent informed on a prompt and timely basis with respect to the status and any material developments thereof (including by providing Parent copies of all notices, demands, correspondence, or pleadings with respect thereto, in each case subject to taking any action necessary to preserve attorney-client privilege between such Party and its counsel, including entering into a joint defense agreement). The Company shall give Parent a reasonable opportunity to participate (at Parent's expense) in the defense or settlement of any such Transaction Litigation, including the right to review and comment on all material filings or responses to be made by the Company in connection with such Transaction Litigation and the right to consult on the settlement with respect to such litigation, and reasonably cooperate with Parent in conducting the defense or settlement of such Transaction Litigation, including by considering any comments from Parent with respect thereto in good faith. No settlement shall be agreed to without Parent's prior written consent (which shall not be unreasonably withheld, conditioned or delayed). For purposes of this Section 5.9, "participate" means that Parent will have the right to review and may offer comments or suggestions with respect to such Transaction Litigation, including on filings and responses, and the Company will give good faith consideration to such comments and suggestions, but Parent will not be afforded any decision-making power or other authority over such Transaction Litigation except for the settlement or compromise consent set forth above.

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Section 5.10 Convertible Notes; Capped Call Transactions.

(a) On the Closing Date, Parent, Merger Sub and the Company shall, as and to the extent required by the Indenture, execute, and use reasonable best efforts to cause the Trustee to execute, any supplemental indenture(s) required by the Indenture and deliver any certificates and other documents required by the Indenture to be delivered by such persons in connection with such supplemental indenture(s). Prior to the Effective Time, the Company shall use its reasonable best efforts to, and within the time periods required, give any notices and take all actions required under, and with prior consent of Parent, not to be unreasonably withheld, conditioned or delayed, may take actions permitted, under the terms of the Company Convertible Notes, the Indenture or under applicable Legal Requirements, which actions shall include the Company (or its Subsidiaries or other Representatives, as applicable) (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement and settling any conversions of the Company Convertible Notes occurring prior to or as a result of the Merger, (ii) preparing any supplemental indentures required in connection with the Merger and the other transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time, in form and substance reasonably satisfactory to the Trustee and Parent, (iii) delivering any officer's certificates and legal opinions, as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Merger and the other transactions contemplated by this Agreement and (iv) providing all assistance and taking all other actions reasonably requested by Parent that are customary or necessary in connection therewith or required to the fulfillment of the Company's obligations under the terms of the Company Convertible Notes and the Indenture. The Company will give Parent and it counsel the opportunity to review and comment on each such document or instrument, in each case, in accordance with the foregoing, at least three (3) business days before such document or instrument is provided to a trustee under the Indenture. Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company may make any settlement election with respect to any Conversion Date (as defined in the Indenture) under the Indenture and settle conversions of the Company Convertible Notes pursuant to the terms of the Indenture. Notwithstanding anything to the contrary in this Section 5.10, but subject to the terms of the Indenture, nothing herein shall require the Company to make any payment with respect to the Company Convertible Notes in connection with the Merger (including in connection with the settlement of any conversion obligations), prior to the occurrence of the Effective Time.

(b) Prior to the Effective Time, the Company shall use its reasonable best efforts to (i) take actions reasonably requested by Parent in connection with making elections under, amending, negotiating adjustments, obtaining waivers or unwinding or otherwise settling the Capped Call Confirmations effective as of on or after the Effective Time, (ii) promptly advise Parent of any notices or other communications with the counterparties to the Capped Call Confirmations in respect of any settlement or termination thereof or adjustment thereto (including notices of adjustments received by the Company arising out of an Announcement Event (as defined in the Capped Call Confirmations)), and (iii) cooperate with Parent with respect to its efforts to settle, terminate or amend the Capped Call Confirmations effective as of on or after the Effective Time and the negotiation of any termination or settlement payment or valuation related thereto or the negotiation of any amendment thereto, as applicable; provided, that the Company shall not agree to amend, modify or supplement the terms relating to, or agree to any amount due upon, the termination or settlement thereof without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed.

(c) Notwithstanding the foregoing, nothing in this Section 5.10 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the Indenture or any Capped Call Confirmation prior to the occurrence of the Effective Time (other than to the extent expressly required under the Indenture or Capped Call Confirmation), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the Indentures or any Capped Call Confirmation, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the Indentures or the Capped Call Confirmations (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Section 5.11 Payoff of Existing Credit Agreement. The Company will deliver to Parent at least three (3) business days prior to the Closing a customary payoff letter (the "Payoff Letter") in connection with the repayment of all amounts outstanding under the Credit Agreement, which Payoff Letter will provide for, among other customary items (and subject to receipt of the applicable payoff amount), customary lien and guarantee releases with respect to the assets of the Company and the Subsidiaries of the Company.

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Section 5.12 Financing; Financing Cooperation.

(a) Prior to the Closing, the Company shall use reasonable best efforts to provide, and to cause the Subsidiaries of the Company and the Affiliated Practices (as applicable) and each of its and their Representatives to use reasonable best efforts to provide, such customary cooperation as is reasonably requested in connection with the arrangement and/or consummation of the Debt Financing by Parent, including: (a) subject to the Confidentiality Agreement, furnishing Parent with financial and operating information regarding the Acquired Companies as Parent shall reasonably request in writing, that is reasonably required in connection with the arrangement and/or consummation of the Debt Financing or the preparation of customary financing documentation in connection therewith and that is available to the Acquired Companies in the ordinary course of business, (b) assisting in the preparation, execution and delivery of the Debt Financing Documents, including the schedules and exhibits thereto, provided, that no obligation of the Acquired Companies under any such document or agreement shall be effective until the Closing, (c) no later than three (3) business days prior to the Closing Date, furnishing all documentation and other information about the Acquired Companies under applicable "know-your-customer" and anti-money laundering rules and regulations as is, in each case, reasonably requested at least ten (10) business days prior to the Closing Date, and (d) facilitating the pledge of collateral in connection with the Debt Financing, provided, that no such pledge shall be effective until the Closing; provided that any obligations contained in all such documents shall be subject to the occurrence of the Closing and any execution thereof shall only be required to the extent the officer or director requested to execute the same shall continue in his or her existing role following the Closing Date. Notwithstanding anything in this Agreement to the contrary, (i) none of the Acquired Companies or their respective Affiliates shall be required to provide any financial information other than the financial statements filed by the Company with the SEC in accordance with its reporting obligations under the Exchange Act or prepare, produce or provide any pro forma financial information or pro forma financial statements, (ii) none of the Acquired Companies or their respective Affiliates shall be required to deliver any solvency opinions, negative assurance letters or legal opinions in connection with the Debt Financing, (iii) none of the Acquired Companies or their respective Affiliates or any of their respective Representatives shall be required to pledge any assets or execute or enter into any Debt Financing Documents or any certificate, instrument, agreement or other document in connection with the Debt Financing, in each case, which will be effective prior to the Closing and such execution shall solely be required to the extent that such director, officer, employee or agent will be continuing in such capacity following Closing, (iv) nothing in this Section 5.12 shall require cooperation or other actions or efforts on the part of the Acquired Companies or their respective Affiliates, or any of their respective Representatives in connection with the Debt Financing to the extent (A) it would waive or amend any term of this Agreement or result in the breach of any provision of this Agreement or inaccuracy of any representation and warranty of the Parties hereunder, or the failure to satisfy (or delay in the satisfaction of) any closing condition set forth in this Agreement, (B) it would reasonably be expected to conflict with or result in a violation or breach of, or default (with or without notice, or lapse of time or both) under, any applicable Legal Requirement or order or any Contract to which any Acquired Company or their respective Affiliates are a party or by which any of their respective properties or assets is bound, or (C) it could reasonably be expected to unreasonably interfere with the businesses or operations of any of the Acquired Companies or any of their respective Affiliates in any material respect, (v) none of the Acquired Companies or their respective Affiliates, or any of their Representatives will be required to pay or agree to pay any commitment or other similar fee, or incur or agree to incur any other liability or obligation, or bear or agree to bear any unreimbursed cost or expense, or give or agree to give any indemnities to any third parties, or otherwise commit to take any similar action pursuant to this Section 5.12, prior to the Closing, (vi) nothing in this Section 5.12 shall require the pre-Closing board of directors or pre-Closing similar governing body of any of the Acquired Companies to adopt resolutions approving any Debt Financing Document or any other agreements, documents or instruments pursuant to which the Debt Financing is made, (vii) none of the Acquired Companies, their respective Affiliates or any of their respective Representatives shall be required to take any other actions that could reasonably be expected to result in personal liability to the Representatives of any of the Acquired Companies, (viii) nothing in this Section 5.12 shall require cooperation or other action that would reasonably be expected to result in a violation of any binding confidentiality arrangement or that would reasonably be expected to jeopardize any applicable legal privilege (provided that the Company shall use its reasonable best efforts to notify Parent of any action not so taken and to provide such information without causing such violation or loss), and (ix) nothing in this Section 5.12 shall require any of the Acquired Companies or their respective Affiliates to take any action that would conflict with or violate their respective certificate of formation, bylaws, partnership agreement, operating agreement or comparable organizational documents. The Company hereby consents to the use of the logos of the Acquired Companies in a customary manner solely in connection with the Debt Financing; provided, that such logos shall be used solely in a manner that is not intended to, and would not reasonably be expected to, harm, disparage or otherwise materially and adversely affect any of the Acquired Companies or their reputation or goodwill. Notwithstanding anything to the contrary in the Confidentiality Agreement, the Company hereby agrees and consents for all financing sources or potential financing sources of Parent to be deemed Permitted Financing Sources (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. The Company will be deemed to be in compliance with this Section 5.12 at all times unless and until (A) Parent provides written notice (the "Non-Cooperation Notice") to the Company of any alleged failure to comply, or action or failure to act which could be believed to be a breach of this Section 5.12, (B) Parent includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which will not require the Company to provide any cooperation that it would not otherwise be required to provide under this Section 5.12) and (C) the Company fails to take the actions specified in such Non-Cooperation Notice within five business days from delivery of such Non-Cooperation Notice.

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(b) Parent will not permit any replacement, amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Parent SPA if such amendment, replacement, modification or waiver would, or would reasonably be expected to: (i) reduce the aggregate amount of the Equity Financing contemplated by the Parent SPA to be funded on the Closing Date to less than an amount necessary to fund the Required Amount, except to the extent replaced with a Qualified Debt Financing (as defined in the Parent SPA); (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the funding of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to materially delay the Closing or prevent the funding of all or any portion of the Equity Financing (or satisfaction of the conditions to the funding of all or any portion of the Equity Financing) in an amount necessary to fund the Required Amount; (iii) prevent or materially delay the timely consummation of the Equity Financing or the Closing; or (iv) adversely affect the ability of Parent or the Company to enforce its rights against other parties to the Parent SPA as so amended, replaced, modified or waived, relative to the ability of Parent or the Company to enforce its rights against such other parties to the Parent SPA as in effect on the date hereof. Parent will not permit any termination of the Parent SPA. Parent shall deliver to the Company copies of any amended or restated Parent SPA or any written waiver thereto promptly following the execution thereof. Any reference in this Agreement to "Equity Financing" will include the financing contemplated by the Parent SPA as amended, restated, amended and restated, supplemented, replaced or modified. Subject to the terms and conditions of this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Parent SPA, including using its reasonable best efforts to (i) maintain in effect the Parent SPA in accordance with the terms thereof and subject to the conditions set forth therein; (ii) satisfy on a timely basis all conditions to funding the Equity Financing contemplated under the Parent SPA to be funded on the Closing Date that are applicable to Parent in the Parent SPA; (iii) consummate the Equity Financing at or prior to the Closing; and (iv) comply with its obligations pursuant to the Parent SPA. Parent shall not, without the prior written consent of the Company, take any action or enter into any transaction that would or would be reasonably expected to materially delay or prevent the delivery of all or any portion of the cash amount of the Equity Financing necessary, after taking into account other immediately available sources and amounts available on or prior to the Closing Date (none of which are subject to any conditions to funding), to fund in cash at least the Required Amount. Parent will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Parent SPA when they become due. Parent shall provide such updates regarding the status of its efforts to arrange the Equity Financing as are reasonably requested by the Company. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice (i) of any breach or default (or any event or circumstance that, with notice or lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to the Parent SPA, in each case, of which Parent becomes aware, or (ii) if for any reason Parent at any time believes that it will not be able to obtain all or any portion of the Equity Financing contemplated to be funded at Closing and necessary (together with any cash on hand and other available financing, none of which are subject to any conditions to funding) to fund the Required Amount at Closing.

(c) Parent and Merger Sub acknowledge and agree that the obtaining of the Debt Financing, the Equity Financing, or any alternative financing, is not a condition to the Closing and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Debt Financing, Equity Financing or any alternative financing, subject to fulfillment or waiver of the conditions to the Closing set forth in Section 6.1 and Section 6.2. If the Debt Financing, Equity Financing or any alternative financing has not been obtained, Parent will continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Section 6.1 and Section 6.2, to consummate the Transactions.

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Section 5.13 Costs and Expenses. Parent will (a) promptly (and in any event no later than the proper and valid termination of this Agreement pursuant to, and in accordance with Section 7.1) following written request therefor, reimburse the Acquired Companies for any reasonable and documented out-of-pocket costs and expenses incurred or otherwise payable by any of the Acquired Companies in connection with their cooperation pursuant to and in compliance with Section 4.1 and Section 5.12 and (b) indemnify and hold harmless the Acquired Companies, and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in complying with their obligations in connection with the arrangement of the Debt Financing taken in accordance with Section 5.12 and any information utilized in connection therewith. Any such request submitted by the Acquired Companies or its Representatives under this Section 5.13 or otherwise, shall be delivered promptly to Parent following the incurrence of such costs as a condition precedent to the Reimbursement Obligation being a valid and binding obligation on Parent. Parent's obligations pursuant to this Section 5.13 are referred to collectively as the "Reimbursement Obligations." Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall Parent be obligated to reimburse, indemnify or otherwise pay or hold harmless any Persons pursuant to the foregoing sentence of this Section 5.13 to the extent such cost, loss, liability, fine, expense or damage resulted, as finally determined by a court and not subject to appeal, from the willful misconduct or gross negligence of such Person.

Section 5.14 Confidentiality. All non-public or other confidential information provided by any of the Acquired Companies or any of their respective Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreement and the Clean Team Agreement (as applicable), except that Parent and the Merger Sub will be permitted to disclose such information to any Debt Financing Sources or prospective debt financing sources and other financial institutions and investors that are or may become parties to the Debt Financing and to any underwriters, initial purchasers or placement agents in connection with any such Debt Financing (and, in each case, to their respective Representatives) so long as such Persons (i) agree to be bound by the Confidentiality Agreement and Clean Team Agreement (as applicable) as if parties thereto or (ii) are otherwise subject to customary confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary.

Section 5.15 Disclosure. The initial press release relating to this Agreement shall be a joint press release issued by, and whose form and content shall be agreed to in advance by, the Company and Parent and thereafter Parent and the Company shall consult with each other before issuing any further press release(s), otherwise making any public statement or making any announcement to Company Associates (to the extent disclosure of the content thereof was not previously issued or made in accordance with this Agreement), in each case with respect to the Merger, this Agreement or any of the other Transactions and shall not issue any such press release, public statement or announcement to Company Associates without the other Party's written consent (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each Party may, without such consultation or consent, make any public statement to (including to media, analysts, Company Stockholders, investors or those attending industry conferences) and, subject to Section 5.5, make internal announcements to its employees and contractors, in each case so long as such statements, announcements or disclosures are consistent with previous press releases, public disclosures or public statements made in accordance with this Section 5.15; (b) a Party may, without the prior consent of the other Party hereto but subject to giving advance notice to the other Party, issue any such press release or make any such public announcement or statement as may be required by any Legal Requirement; (c) the Company need not consult with Parent in connection with any press release, public statement that relates to any Acquisition Proposal or Company Adverse Change Recommendation and any related matters; and (d) no consultation or consent of the other Party shall be required with respect to any dispute between the Parties related to this Agreement or the Transactions.

Section 5.16 Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective boards of directors (or respective committees thereof) shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

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Section 5.17 Section 16 Matters. The Company, and the Company Board, shall, to the extent necessary, take appropriate action, prior to or as of the Closing, to approve, for purposes of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition and cancellation of Shares and Company Stock Awards in the Transactions by applicable individuals and to cause such dispositions or cancellations to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.18 Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable Legal Requirement and the rules and regulations of Nasdaq to cause (a) the delisting of the Company Common Stock from Nasdaq as promptly as practicable after the Effective Time; and (b) the deregistration of the Company Common Stock pursuant to the Exchange Act as promptly as possible after such delisting. Unless required by applicable Legal Requirements, the Company shall not cause the Shares to be delisted from Nasdaq prior to the Effective Time.

Section 5.19 Director and Officer Resignations. Unless otherwise requested by Parent, the Company shall use commercially reasonable efforts to cause to be delivered to Parent prior to the Closing resignations, in form and substance reasonably satisfactory to Parent, executed by each director (or similar position) or officer of the Company and each of its Subsidiaries, in each case, conditioned and effective upon the Effective Time, and the Company shall cooperate with Parent in preparing for the replacement, upon the Effective Time, of directors and officers of the Company and each of its Subsidiaries with those Persons designated by Parent.

Section 5.20 Notice of Certain Events. Each Party hereto will deliver, as promptly as practicable, notice to the other Parties hereto of such Party becoming aware (a) of any breach of any covenant or agreement made by such Party in this Agreement or (b) that any representation or warranty made by such party has become untrue or inaccurate in any respect, in the case of each of (a) and (b), if and only to the extent that such untruth, inaccuracy or breach would reasonably be expected to cause any of the conditions set forth in ARTICLE VI to fail to be satisfied; provided, that the delivery of any notice pursuant to this Section 5.19 shall not cure any breach or inaccuracy of any covenant, agreement, representation or warranty made by or of the notifying party or limit the remedies available to the parties receiving such notification.

Section 5.21 Merger Sub Stockholder Consents. Immediately following the execution of this Agreement the sole stockholder of Merger Sub shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub, a written consent adopting this Agreement.

Section 5.22 Cash Maintenance. At all times after the execution of this Agreement on the date hereof until the earlier of the payment of (a) the Parent Termination Fee and (b) the Merger Consideration, Parent (i) shall maintain an amount of immediately available, unrestricted cash on hand equal to the Parent Termination Fee, such that there is no condition, restriction or other limitation, contractual or otherwise, that would prevent or delay Parent from making any payment that could be required to be made under Section 7.3 by Parent to the Company, and (ii) shall not agree to, commit to or otherwise enter into any condition, restriction or other limitation, contractual or otherwise, that would prevent or delay Parent from making any payment that could be required to be made under Section 7.3 by Parent to the Company.

Section 5.23 FIRPTA Statement. Prior to the Closing, the Company shall deliver to Parent a certificate in the form and substance required under Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h) together with a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a "U.S. real property interest" within the meaning of Section 897(c) of the Code, in each case, duly executed by the Company and in form and substance reasonably acceptable to Parent. Notwithstanding anything to the contrary in this Agreement, the failure to deliver such certificate pursuant to this Section 5.23 shall only entitle Parent to withhold Taxes as required by applicable Legal Requirements.

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ARTICLE VI

CONDITIONS PRECEDENT TO THE MERGER

Section 6.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of Parent, Merger Sub and the Company to consummate the Merger are subject to the satisfaction (or waiver, if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions:

(a) The Company will have received the Company Required Vote at the Company Stockholder Meeting (or any adjournment or postponement thereof).

(b) (i) Any waiting period (and any extension thereof) applicable to the Transactions under the HSR Act shall have expired or been earlier terminated and (ii) no agreement with the FTC or DOJ not to consummate the Merger, if such agreement is mutually agreed to in writing by Parent and the Company (which shall not be unreasonably withheld, conditioned or delayed), shall be in effect.

(c) No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction shall be in effect, nor shall any Legal Requirement have been entered, enforced, enacted, or deemed applicable to the Merger after the date hereof by any Governmental Body, in each case which prohibits or makes illegal the consummation of the Merger (any such Order or Legal Requirement, a "Legal Restraint"). For the avoidance of doubt, the receipt of a Specified Letter by a Party shall not be a basis for concluding that any closing condition is not satisfied for purposes of Section 6.1(b) or this Section 6.1(c).

Section 6.2 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger will be subject to the satisfaction (or waiver, if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by Parent:

(a) (i) the representations and warranties of the Company set forth in this Agreement (except for the representations and warranties described in clauses (ii) and (iii) of this Section 6.2(a)) shall be true and correct in all respects (without giving effect to any limitation as to "materiality", "Material Adverse Effect", or similar qualification or limitation set forth therein) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Section 2.1(a)-(d), Section 2.2, the first sentence of Section 2.3(f), Section 2.5(c), Section 2.26, Section 2.27 and the first sentence of Section 2.28 of this Agreement shall be true and correct (without giving effect to any limitation as to "materiality", "Material Adverse Effect", or similar qualification or limitation set forth therein) in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), and (iii) the representations and warranties of the Company set forth in Section 2.3(a) (other than the fourth sentence thereof), Section 2.3(c) and Section 2.3(e) shall be true and correct (without giving effect to any limitation as to "materiality", "Material Adverse Effect", or similar qualification or limitation set forth therein) in all respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date except for any inaccuracies which are de minimis in amount and nature.

(b) The Company shall have performed and complied in all material respects with the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement.

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(c) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect that is continuing.

(d) Parent and Merger Sub shall have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been satisfied.

(e) The Company shall have submitted all notifications and obtained all approvals contemplated under Schedule 6.2(e).

Section 6.3 Conditions to the Company's Obligations to Effect the Merger. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company:

(a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation as to "materiality", "Parent Material Adverse Effect", or similar qualification or limitation set forth therein) on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct has not had, and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

(b) Parent and Merger Sub shall have performed and complied in all material respects with the covenants and agreements they are required to comply with or perform at or prior to the Closing under this Agreement.

(c) The Company will have received a certificate of Parent and Merger Sub, validly executed for and on behalf of Parent and Merger Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated prior to the Effective Time:

(a) by mutual written consent of Parent and the Company at any time prior to the Effective Time;

(b) by either Parent or the Company if the condition set forth in Section 6.1(c) is not satisfied and a Legal Restraint giving rise to such nonsatisfaction has become final and nonappealable; provided that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a Party if in the case of the Company, its, and in the case of Parent, its or Merger Sub's, material breach of any provision of this Agreement was a principal cause of the failure to satisfy the condition set forth in Section 6.1(c) or of such Legal Restraint becoming final and nonappealable;

(c) by either Parent or the Company if the Effective Time shall not have occurred on or prior to 11:59 p.m. Eastern Time on October 7, 2025 (such date, the "Termination Date"); provided, however, that in the event that on the original Termination Date, any of the conditions set forth in Section 6.1(b) or Section 6.1(c) (to the extent such Legal Restraint relates to, arises under, or is in connection with the Sherman Act, the Clayton Act, the HSR Act or the Federal Trade Commission Act) or Section 6.2(e) (to the extent such Legal Restraint relates to, arises under, or is in connection with state healthcare regulatory laws) have not been satisfied but all other conditions set forth in ARTICLE VI have been satisfied or waived (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing), then the Termination Date shall be automatically extended without further action by the Parties until 11:59 p.m. Eastern Time on January 7, 2026 (and in the case of such extension, any reference to the Termination Date in this Agreement shall be a reference to the Termination Date, as extended); provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any Party if its (or in the case of Parent, Merger Sub's) material breach of any provision of this Agreement was a principal cause of, or directly resulted in, the failure of the Effective Time to occur by the Termination Date;

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(d) by either Parent or the Company, if the Company Stockholder Meeting (including any adjournment or postponement thereof) shall have concluded and the Company Required Vote shall not have been obtained;

(e) by Parent if the Company has breached or failed to perform any of its respective covenants or agreements in this Agreement, or if any of the representations or warranties of the Company in this Agreement is inaccurate, which breach, failure to perform or inaccuracy would result in a failure of the condition set forth in Section 6.2(a) or Section 6.2(b), as applicable, if measured as of the time Parent asserts a right of termination pursuant to this Section 7.1(e), except that if such breach, failure or inaccuracy is capable of being cured by the Termination Date, Parent will not be entitled to terminate this Agreement pursuant to this Section 7.1(e) prior to the delivery by Parent to the Company of written notice of such breach, delivered at least thirty (30) days prior to such termination (or such shorter period of time as remains prior to the Termination Date, the shorter of such periods, the "Company Breach Notice Period"), stating Parent's intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination, it being understood that Parent will not be entitled to terminate this Agreement if such breach, failure or inaccuracy has been cured prior to the expiration of the Company Breach Notice Period; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(e) if Parent or Merger Sub is then in breach of any covenant or agreement of this Agreement or any representation or warranty of Parent in this Agreement is inaccurate, in each case, such that any condition set forth in Section 6.3(a) or Section 6.3(b), as applicable, would not then be satisfied;

(f) by Parent, if at any time prior to the Company obtaining the Company Required Vote, the Company Board has effected a Company Adverse Change Recommendation;

(g) by the Company, if Parent or Merger Sub has breached or failed to perform any of its respective covenants or agreements in this Agreement, or if any of the representations or warranties of Parent or Merger Sub in this Agreement is inaccurate, which breach, failure to perform or inaccuracy would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b), as applicable, if measured as of the time the Company asserts a right of termination pursuant to this Section 7.1(g), except that if such breach, failure or inaccuracy is capable of being cured by the Termination Date, the Company will not be entitled to terminate this Agreement pursuant to this Section 7.1(g) prior to the delivery by the Company to Parent of written notice of such breach, delivered at least thirty (30) days prior to such termination (or such shorter period of time as remains prior to the Termination Date, the shorter of such periods, the "Parent Breach Notice Period"), stating the Company's intention to terminate this Agreement pursuant to this Section 7.1(g) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if such breach, failure or inaccuracy has been cured prior to the expiration of the Parent Breach Notice Period; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(g) if the Company is then in breach of any covenant or agreement of this Agreement or any representation or warranty of the Company in this Agreement is inaccurate, in each case, such that any condition set forth in Section 6.2(a) or Section 6.2(b), as applicable, would not then be satisfied;

(h) by the Company, at any time prior to the receipt of the Company Required Vote, in order to accept a Superior Proposal and enter into a Company Acquisition Agreement providing for the consummation of such Superior Proposal in accordance with Section 5.1(b), so long as (i) the Company has not breached (other than immaterial breaches) any of its obligations under Section 4.4 or Section 5.1 with respect to such Superior Proposal and (ii) substantially concurrently with such termination, the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b).

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(i) by the Company, at any time prior to the Effective Time, if (i) all of the conditions set forth in Section 6.1 and Section 6.2 have been satisfied ((A) other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being, and reasonably expected to be, satisfied at the Closing, or (B) unless the failure to be so satisfied is due to any material breach or inaccuracy of any representation or warranty contained in this Agreement on the part of Parent or Merger Sub or the failure of Parent or Merger Sub to perform or comply with any of its respective covenants or agreements contained in this Agreement) or, to the extent permitted by applicable Legal Requirements, waived, (ii) Parent and Merger Sub shall have failed to consummate the Merger by the time the Closing was required to occur under Section 1.3(a); (iii) the Company shall have irrevocably notified Parent in writing that (1) all the conditions set forth in Section 6.3 have been satisfied or waived (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being, and reasonably expected to be, satisfied at the Closing), and (2) the Company is ready, willing and able to consummate the Merger and the other transactions contemplated hereby; and (iv) following delivery of the notice contemplated by the foregoing clause (iii), the Company shall have notified Parent in writing at least three (3) business days prior to such termination of the Company's intention to terminate this Agreement pursuant to this Section 7.1(i); and (v) the Merger shall not have been consummated by the end of such three (3) business day period; provided that notwithstanding anything to the contrary in this Agreement, Parent will not be entitled to terminate this Agreement during such three (3) business day period.

Section 7.2 Manner and Notice of Termination; Effect of Termination.

(a) The Party terminating this Agreement pursuant to Section 7.1 (other than pursuant to Section 7.1(a)) must deliver prompt written notice thereof to the other Parties specifying the provision of Section 7.1 pursuant to which this Agreement is being terminated and setting forth in reasonable detail the facts and circumstances forming the basis for such termination pursuant to such provision.

(b) Any proper and valid termination of this Agreement pursuant to Section 7.1 will be effective immediately upon the delivery of written notice by the terminating Party to the other Parties. In the event of the valid termination of this Agreement pursuant to Section 7.1, this Agreement shall immediately be of no further force or effect, without any liability or obligation on any Party (or any Parent Related Party or Company Related Party) to the other Parties, as applicable, except that this Section 7.2, Section 7.3 and ARTICLE VIII will each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding the foregoing, but subject to Section 7.3(f), nothing in this Agreement will relieve any Party from any liability for any Willful Breach of this Agreement arising prior to the valid termination of this Agreement. In addition to the foregoing, no termination of this Agreement will affect the rights or obligations of any Party pursuant to the Confidentiality Agreement or Clean Team Agreement, which rights, obligations and agreements will survive the termination of this Agreement in accordance with their respective terms.

Section 7.3 Expenses; Termination Fee.

(a) Except as set forth in Section 5.3(c) and this Section 7.3, all fees and expenses incurred in connection with this Agreement and the Merger will be paid by the Party incurring such fees and expenses whether or not the Merger is consummated. For the avoidance of doubt, Parent or the Surviving Corporation will be responsible for all fees and expenses of the Paying Agent.

(b) Company Payments.

(i) If (A) (1) this Agreement is validly terminated pursuant to Section 7.1(c), Section 7.1(d) or Section 7.1(e), (B) after the date hereof and prior to the date of such termination (except in the case of termination pursuant to Section 7.1(d), in which case prior to the Company Stockholder Meeting) a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise publicly made known to the Company Board or the Company Stockholders, and in each case, is not publicly withdrawn or in the case of a termination pursuant to Section 7.1(c) or Section 7.1(e) otherwise received by the Company and (C) within twelve months of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into (which Acquisition Proposal is subsequently consummated), then the Company will concurrently with the consummation of such Acquisition Proposal pay to Parent an amount equal to $19,800,000 in cash (the "Company Termination Fee"). For purposes of this Section 7.3(b)(i), all references to "20% or more" in the definition of "Acquisition Proposal" will be deemed to be references to "more than 50%."

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(ii) If this Agreement is validly terminated pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee.

(iii) If this Agreement is validly terminated pursuant to Section 7.1(h), then the Company must prior to or substantially concurrently with such termination pay to Parent the Company Termination Fee.

(c) Parent Payment.

(i) If this Agreement is validly terminated pursuant to Section 7.1(i) (or by Parent under Section 7.1(c) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 7.1(i)), then, if the Company has provided a written notice to Parent that it is seeking the Parent Termination Fee for such termination, Parent must promptly (and in any event within two business days) following such termination pay to the Company (as directed by the Company) an amount equal to $29,950,000 in cash (the "Parent Termination Fee").

(ii) In the event that (A) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.1(b) (to the extent such Legal Restraint relates to, arises under, or is in connection with the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act) or (B) (1) this Agreement is validly terminated by either Parent or the Company pursuant to Section 7.1(c) and (2) at the time of any such termination, all of the conditions set forth in ARTICLE VI have been satisfied or duly waived by the parties entitled to the benefit thereof, except for (x) the condition set forth in Section 6.1(b) or Section 6.1(c) (to the extent such Legal Restraint relates to, arises under, or is in connection the Sherman Act, Clayton Act, the HSR Act or the Federal Trade Commission Act) and (y) any other condition to the Closing that by its nature is to be, and reasonably expected to be, satisfied at the Closing (each if which is capable of being satisfied at the Closing (if the Closing were then to occur)), then Parent must promptly (and in any event within two business days) following such termination pay to the Company (as directed by the Company) an amount equal to the Parent Termination Fee.

(d) Single Payment Only. The Parties acknowledge and agree that in no event will (i) the Company, be required to pay the Company Termination Fee on more than one occasion, or (ii) Parent be required to pay the Parent Termination Fee on more than one occasion, in each case of the foregoing, whether or not the Company Termination Fee or Parent Termination Fee, as applicable, may be payable pursuant to more than one provision of this Agreement at the same or at different times and upon the occurrence of different events.

(e) Payment; Default. The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the Transactions, and that, without these agreements, the Parties would not enter into this Agreement. Accordingly, if either Party fails to promptly pay any amount owed pursuant to this Section 7.3, and, in order to obtain such payment, the payee Party commences a Legal Proceeding that results in a judgment against the payor Party for the applicable payment set forth in this Section 7.3 or any portion thereof, the payor Party will pay to the payee Party its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys' fees) incurred by the payee Party and its Representatives in connection with such Legal Proceeding, together with interest on such amount or portion thereof at the annual rate of 5% plus the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion thereof was required to be made through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Legal Requirements (collectively, the "Enforcement Expenses"). All payments under this Section 7.3 shall be made by the payor Party to the payee Party by wire transfer of immediately available funds to an account designated in writing by the payee Party.

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(f) Sole and Exclusive Remedy.

(i) Notwithstanding anything to the contrary in this Agreement, (A) in the event that the Company Termination Fee is paid pursuant to Section 7.3(b), Parent's receipt of the Company Termination Fee (and any Enforcement Expenses that may be owed to Parent) shall be the sole and exclusive remedy of (1) Parent and Merger Sub, and (2) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Equity Financing Parties, Affiliates (other than Parent and Merger Sub), members, managers, general or limited partners, stockholders, successors and assignees of each of Parent and Merger Sub (the Persons in clauses (1) and (2) collectively, the "Parent Related Parties") against the (x) the Company and its Affiliates and (y) the former, current and future holders of any equity, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, successors and assignees of each of the Company and its Affiliates (the Persons in clauses (x) and (y) collectively, the "Company Related Parties") arising out of or in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure, and (B) in the event that Parent pursues a grant of specific performance pursuant to Section 8.5 and/or monetary damages (provided that any such monetary damages shall not exceed the amount of the Company Termination Fee, except for the Company's Willful Breach or actual and intentional fraud), Parent's receipt of a grant of specific performance or monetary damages, as applicable, shall be the sole and exclusive remedy of the Parent Related Parties against the Company Related Parties arising out of or in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. Upon payment of the Company Termination Fee to the extent owed pursuant to Section 7.3(b) and any Enforcement Expenses that may be owed to Parent, (A) none of the Company Related Parties will have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis of such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and the Clean Team Agreement); and (B) none of Parent, Merger Sub or any other Person will be entitled to bring or maintain any Legal Proceeding against the Company or any Company Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby or any matters forming the basis for such termination (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and Parent may be entitled to remedies with respect to, the Confidentiality Agreement and the Clean Team Agreement). Notwithstanding anything herein to the contrary, it is acknowledged and agreed that, prior to termination of this Agreement the Parent Related Parties shall be permitted to pursue both a grant of specific performance and monetary damages or the Company Termination Fee, but under no circumstances (whether prior to or following the termination of this Agreement) shall the Parent Related Parties be permitted to receive both a grant of specific performance and monetary damages (including the Company Termination Fee plus any Enforcement Expenses that may be owed to Parent) or both the Company Termination Fee (plus any Enforcement Expenses that may be owed to Parent) and any other monetary damages, in each case, in connection with this Agreement, the transactions contemplated hereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure.

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(ii) Notwithstanding anything to the contrary in this Agreement, (A) in the event that the Parent Termination Fee is paid pursuant to Section 7.3(c), the Company's receipt of the Parent Termination Fee (any Enforcement Expenses that may be owed to the Company and any Reimbursement Obligation that may be owed to the Company) shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties arising out of or in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure, and (B) in the event that the Company pursues a grant of specific performance pursuant to Section 8.5 and/or monetary damages (provided that any such monetary damages shall not exceed the amount of the Parent Termination Fee, except for Parent's or Merger Sub's Willful Breach or actual and intentional fraud), the Company's receipt of a grant of specific performance or monetary damages, as applicable, shall be the sole and exclusive remedy of the Company Related Parties against the Parent Related Parties arising out of or in connection with this Agreement, any agreement executed in connection herewith and the transactions contemplated hereby and thereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any breach, termination or failure. If this Agreement is validly terminated pursuant to Section 7.1, upon payment of the Parent Termination Fee to the extent owed pursuant to Section 7.3(c), any Enforcement Expenses that may be owed to the Company, and any Reimbursement Obligations, none of the Parent Related Parties will have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby and thereby (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and the Clean Team Agreement); and none of the Company Related Parties or any other Person will be entitled to bring or maintain any Legal Proceeding against any Parent Related Party arising out of this Agreement, any agreement executed in connection herewith or the transactions contemplated hereby (except that the Parties (or their respective Affiliates) will remain obligated with respect to, and the Company may be entitled to remedies with respect to, the Confidentiality Agreement and the Clean Team Agreement). Notwithstanding anything herein to the contrary, it is acknowledged and agreed that, prior to termination of this Agreement the Company Related Parties shall be permitted to pursue both a grant of specific performance and monetary damages or the Parent Termination Fee, but under no circumstances (whether prior to or following the termination of this Agreement) shall the Company Related Parties be permitted to receive both a grant of specific performance and monetary damages (including the Parent Termination Fee plus any Enforcement Expenses that may be owed to the Company and any Reimbursement Obligation) or both the Parent Termination Fee (plus any Enforcement Expenses that may be owed to the Company and any Reimbursement Obligation) any other monetary damages, in each case, in connection with this Agreement, the transactions contemplated hereby, the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of or in connection with any such breach, termination or failure.

(iii) The Parties acknowledge that any amount payable by the Company or Parent pursuant to this Section 7.3, including the Company Termination Fee and the Parent Termination Fee, does not constitute a penalty, but rather shall constitute liquidated damages in a reasonable amount that will compensate a party for the disposition of its rights under this Agreement in the circumstances in which such amounts are due and payable, which amounts would otherwise be impossible to calculate with precision.

(g) Acknowledgement Regarding Specific Performance. Notwithstanding anything to the contrary in Section 7.3(f), it is agreed that Company and Parent, in their sole discretion, may each determine its choice of remedies hereunder, including by pursuing specific performance in accordance with, but subject to the limitations of, Section 8.5(c), under no circumstances will either Party be permitted or entitled to receive both (i) an award of specific performance and (ii) any monetary damages.

(h) Non-Recourse Party. This Agreement may only be enforced against the Parties (subject to the terms, conditions and other limitations set forth herein), and (i) all claims or causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as the Parties and (ii) in no event will a Party seek or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Person that is not a Party (including any Company Related Party or Parent Related Party) with respect to this Agreement, the Parent SPA or the transactions contemplated hereby and thereby (including any breach by the Equity Financing Parties, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure, in each case, except for the rights, claims and remedies that the Company, Parent or Merger Sub, as applicable, may assert against (A) any Person that is party to the Confidentiality Agreement or the Clean Team Agreement in accordance with the terms thereof, (B) the other Parties, to the extent expressly provided for in this Agreement or (C) the Equity Financing Parties or the Debt Financing Sources to the extent expressly provided for in the Parent SPA or the definitive agreements relating to the Debt Financing.

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	Accolade, Inc.
	By:	/s/ Rajeev Singh

	Name:	Rajeev Singh
	Title:	Chief Executive Officer
	Transcarent, Inc.

By:

/s/ Glen Tullman

	Name:	Glen Tullman
	Title:	Chief Executive Officer
	Acorn Merger Sub, Inc.

By:

/s/ Glen Tullman

	Name:	Glen Tullman
	Title:	Chief Executive Officer

"Beneficially Own", "Beneficial Ownership" or "beneficial owner" with respect to any Shares means having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including, without limitation, pursuant to any Contract, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons who are controlled Affiliates of such Person and who together with such Person would constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.

The execution and delivery of this Voting Agreement to Parent and Merger Sub by Stockholder does not, and the performance of this Voting Agreement will not, (i) conflict with or violate any Legal Requirement applicable to Stockholder or by which Stockholder is bound, (ii) violate or conflict with the articles of incorporation or bylaws or other equivalent organizational documents of Stockholder, if applicable, or (iii) result in or constitute (with or without notice or lapse of time or both) any breach of or default under, or give to another party any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance or restriction on any of the property or assets of Stockholder pursuant to any material Contract to which Stockholder is a party or by which Stockholder or Stockholder's properties or assets is bound, other than, in the case of clauses (i) and (iii) above, any such items that, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of the Stockholder to perform his, her or its obligations hereunder or to consummate the transactions contemplated hereby. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Stockholder is a trustee whose consent is required for the execution and delivery of this Voting Agreement or the consummation by Stockholder of the transactions contemplated by this Voting Agreement, except for such consents that have been obtained.

This Voting Agreement and all claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Voting Agreement or the negotiation, execution or performance hereof ("Relevant Matters") shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any Legal Proceeding in connection with any Relevant Matter each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (such courts, the "Chosen Courts") (it being agreed that the consents to jurisdiction and venue set forth in this Section 5.4(a) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto), (ii) waives the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any Legal Proceeding in the Chosen Courts, (iii) agrees to not attempt to deny or defeat such jurisdiction by motion or otherwise request for leave from any Chosen Court and (iv) agrees not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Legal Proceeding in any court other than the Chosen Courts (except for an action to enforce a judgment of a Chosen Court). Each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 5.7. The parties hereto agree that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any party's rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment in a Chosen Court.

For purposes of this Voting Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. For purposes of this Voting Agreement, where a word or phrase is defined in this Voting Agreement, each of its other grammatical forms has a corresponding meaning unless the context otherwise requires.

References to any specific Legal Requirement or to any provision of any Legal Requirement includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Voting Agreement that are made as a specific date, references to any specific Legal Requirement will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued or promulgated thereunder or pursuant thereto) as of such date.

7

[Signature Page to Voting Agreement]

[Signature Page to Voting Agreement]

Transcarent To Acquire Accolade

Combined company creates industry leading platform with more than 1,400 employer and payer clients, with shared focus on consumer empowerment

Transcarent's Generative AI WayFinding and care experiences combined with Accolade's Advocacy, Expert Medical Opinion, and Primary Care will deliver on the promise of 'One Place for Health and Care'

Accolade shareholders to receive $7.03 per share in cash

SAN FRANCISCO and SEATTLE, Jan. 08, 2025 (GLOBE NEWSWIRE) -- Transcarent, the One Place for Health and Care, and Accolade (NASDAQ:ACCD), a leader in health advocacy, expert medical opinions, and primary care, announced that they have entered into a definitive agreement under which Transcarent will acquire Accolade for $7.03 per share in cash, which represents a total equity value of approximately $621M. This strategic combination, which has been unanimously approved by the Boards of Directors of both companies, will enhance Transcarent's mission to make it easy for people to access high-quality, affordable health and care. The combined platform will deliver a more personalized and engaging Member experience.

The transaction is expected to bring Transcarent's generative AI-powered WayFinding and comprehensive care experiences - Cancer Care, Surgery Care, Weight Health - along with its Pharmacy Benefit offering together with Accolade's Personalized Healthcare Platform and expertise in advocacy, expert medical opinions (EMO), and primary care. Members will have one place to go for their health and care needs, resulting in a better experience, higher-quality care, and lower costs for health consumers, the companies who employ them, and the payers who support them.

The new unified platform will provide:

•

A Personalized Experience Driving Higher Utilization and Lower Costs: Using WayFinding, people will have one place to go for benefits navigation, clinical guidance, and care delivery. By transitioning from standalone point solutions to a single, integrated platform, Members will have a more personalized experience, which will result in high utilization and measurably reduced costs.

•

A Quality-First Experience: Accolade's strengths in advocacy, expert medical opinions, and primary care are essential for increasing people's access to quality care and reducing unnecessary treatments and procedures. Members relying on Transcarent's Cancer Care, Surgery Care, and Weight Health will receive easier access to high-quality providers and facilities.

•

Easy Access, Less Friction, and Less Paperwork for Physicians: Transcarent's AI expertise will continue to deliver a more intuitive experience for Members, while also reducing friction and administrative burdens for the doctors, nurses, and care advocates who support them. The expanded platform will allow for more health data continuity and integration.

•

Expansive Point Solution and Local Care Ecosystem: Accolade has built deep data integrations with a broad ecosystem of leading partners, including diabetes, mental health, fertility healthcare, musculoskeletal (MSK), and kidney disease, among others. Bringing together the best of provider, partner, and payer ecosystems, the two companies will make it easier to access high-quality point solutions employers choose as well as health plan network options and local preferred choices.

Glen Tullman, Chief Executive Officer of Transcarent, said, "Our clients - employers and health plans and the people who work for them or who they serve - are telling us that healthcare today is too confusing, too complex, and too costly. By integrating our recently introduced generative AI-powered WayFinding and comprehensive care experiences with Accolade's advocacy, expert medical opinions, and primary care, we have a solution that finally makes it easy to access high-quality health and care and deliver lower costs for the people who pay for care - employers, and all of us. In January, we added more than 500,000 Members to our platform including some of the most innovative, and respected employers in the world, signaling their interest in a single comprehensive platform to make it easy for their people and their companies to improve their health and care experience, deliver better health outcomes, and drive down costs. This combination will accelerate that process, and I consider it a perfect fit, adding great people to our team and expanding choice and access for our clients and their employees and their families."

Rajeev Singh, Chief Executive Officer of Accolade, said, "Joining forces with Transcarent allows us to expand our mission of empowering people to make the best decisions for their health and wellbeing. The two companies share a focus on embracing AI and advanced technology to change the way consumers experience the healthcare system. Combining Transcarent's complex care experience with Accolade's people and 16 years of healthcare data, we will create a more personalized healthcare experience for people while improving outcomes and driving down costs."

"We are excited to double down on creating a powerful AI platform enabling consumers to take charge of their care. Since Glen and I created Transcarent, our vision has been to transform healthcare at scale and this acquisition brings us closer to that vision," said Hemant Taneja, CEO and Managing Director of General Catalyst, who will be joining the Transcarent Board of Directors as a part of this transaction.

Transaction Terms, Financing, and Approvals

The merger consideration of $7.03 per share represents a premium of approximately 110% over Accolade's closing stock price on January 8, 2025, the last trading day prior to public disclosure of the transaction. Transcarent will finance the transaction through a fully-committed equity financing led by General Catalyst and Glen Tullman's 62 Ventures.

The transaction is expected to close during the second calendar quarter of 2025 following Accolade stockholder approval, regulatory approvals, and other customary closing conditions. Upon completion, Transcarent and Accolade will work collaboratively to ensure a smooth integration process, with a shared commitment to a high-quality health and care experience for their Members, improved outcomes, and lower costs. Upon the completion of the acquisition, Accolade will become a privately held company and its common stock will no longer be listed on Nasdaq.

The Board of Directors of Accolade ("the Board") unanimously approved the merger agreement and the transaction, and will recommend that the Company's stockholders approve both the adoption of the merger agreement and the transaction on the terms set forth in the merger agreement.

Accolade plans to file Form 10-Q for the quarter ended November 30, 2024 on Friday, January 10, 2025. The company expects to report financial results for the fiscal 2025 third quarter ended November 30, 2024 within the guidance range previously provided. As a result of the announced transaction, Accolade is withdrawing its previous financial guidance for the fiscal year and will not host its previously scheduled conference call on Thursday, January 9, 2025.

Advisors

Evercore served as the exclusive financial advisor to Transcarent and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisor to Transcarent.

Morgan Stanley & Co. LLC served as exclusive financial advisor to Accolade and Cooley LLP served as legal advisor to Accolade.

About Transcarent

Transcarent is the One Place for Health and Care, making it easy for people to access high-quality, affordable health and care. With WayFinding, a new experience powered by doctors and generative AI, our Members "Just Ask Transcarent" to instantly get trusted health information and benefits navigation, take the next step with personalized clinical guidance, and access on-demand care.

Transcarent is aligned with those who pay for healthcare and takes accountability for results - offering at-risk pricing models and transparent impact reporting to ensure incentives support a measurably better experience, better health, and lower costs. For more information, visit www.transcarent.com and follow us on LinkedIn or X.

About Accolade

Accolade (Nasdaq: ACCD) is a Personalized Healthcare company that provides millions of people and their families with exceptional healthcare experiences so they can live their healthiest lives. Accolade's employer, health plan, and consumer solutions combine virtual primary care and mental health, expert medical opinion, and best-in-class care navigation. These offerings are built on a platform that is engineered to care through predictive engagement of population health needs, proactive care that improves outcomes and cost savings, and addressing barriers to access and continuity of care. Accolade consistently receives consumer satisfaction ratings of over 90%. For more information, visit accolade.com. Follow us on LinkedIn, X, Instagram, and Facebook.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, statements regarding the benefits and timeline for closing the proposed transaction with Transcarent, our combined future growth and our financial outlook. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction, result in the imposition of conditions that could reduce the anticipated benefits of the proposed transaction, or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the Accolade's stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to the anticipated benefits of the proposed transaction or other commercial opportunities not being fully realized or taking longer to realize than expected; the competitive ability and position of the combined company; risks related to uncertainty surrounding the proposed transaction and disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Accolade; the risk of any unexpected costs or expenses or delay resulting from the proposed transaction; the risk of any litigation or regulatory action relating to the proposed transaction; the risk that either business may be adversely affected by other economic, business and/or competitive factors; the risk that restrictions during the pendency of the proposed transaction may impact either company's ability to pursue certain business opportunities or strategic transactions; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Accolade to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally; and risk related to general market, political, economic and business conditions. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "maintain," "might," "likely," "plan," "potential," "predict," "target," "project," "seek," "should," "will," "would," or similar expressions and the negatives of those terms.

Further information on important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described under the heading "Risk Factors" in Accolade's most recently filed Annual Report on Form 10-K and subsequent filings, which should be read in conjunction with any forward-looking statements. All forward-looking statements in this press release are based on information available to Accolade as of the date hereof, and it does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Additional Information and Where to Find It

In connection with the proposed acquisition of Accolade by Transcarent, Accolade intends to file with the SEC preliminary and definitive proxy statements relating to such acquisition and other relevant documents. The definitive proxy statement will be mailed to Accolade's stockholders as of a record date to be established for voting on the proposed acquisition and any other matters to be voted on at the special meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ACCOLADE AND THE PROPOSED ACQUISITION.

Investors and security holders may obtain free copies of these documents (when they are available) on the SEC's web site at www.sec.gov, on Accolade's website at ir.accolade.com or by contacting Accolade's Investor Relations via email at [email protected].

Participants in the Solicitation

Accolade and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Accolade in connection with the proposed acquisition and any other matters to be voted on at the special meeting. Information regarding the names, affiliations and interests of such directors and executive officers will be included in the preliminary and definitive proxy statements (when available). Additional information regarding such directors and executive officers is included in Accolade's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, which was filed with the SEC on June 21, 2024.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Accolade's stockholders in connection with the proposed acquisition and any other matters to be voted upon at the special meeting will be set forth in the preliminary and definitive proxy statements (when available) for the proposed acquisition. These documents are available free of charge as described in the preceding paragraph.

Media Contacts:
Transcarent
Leslie Krigstein
[email protected]; 802-598-3305

Accolade
Accolade Media Relations
[email protected]

Accolade Investor Relations
[email protected]