Common use of Opt-Out Requests Clause in Contracts

Opt-Out Requests. Each Stockholder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Corporation or any other Stockholders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), in which case, and notwithstanding anything to the contrary in this Agreement, the Corporation and other Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such notice or information would result in a Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that has previously given the Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Stockholder to issue and revoke subsequent Opt-Out Requests. Notwithstanding the foregoing, this shall not prohibit any communications or notices to employees, officers and directors or agents of the Company, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTH, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIP, L.P. By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I Stockholders

Opt-Out Requests. Each Stockholder If any Class Member wishes to Opt-Out from (in other words, be excluded from) this Settlement, the Class Member may do so by completing the online exclusion form at the Settlement Website; downloading and submitting to the Settlement Administrator a completed exclusion form; or submitting a valid request to exclude themselves, as described in the Notice to the Settlement Administrator. Opt-Out requests must be postmarked by the Opt-Out Deadline or they shall not be valid. Class Members who elect to Opt-Out from this Settlement shall not be permitted to object to this Settlement or to intervene. Class Members shall be encouraged, but not required, to provide their email addresses in their requests for exclusion. So-called “mass” or “class” opt-outs shall not be allowed. For the avoidance of doubt, any Class Member who does not timely Opt-Out of this Settlement will be deemed a member of, and will be included within, the Settlement Class without any action on his or her part. In the event that one thousand (1,000) or more of the Class Members Opt-Out, Defendants shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), option to elect to not receive any notice that the Corporation or any other Stockholders otherwise are required to deliver pursuant to terminate this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”)Agreement, in which casecircumstance the Settlement will become null and void and the parties will return to the status quo ante. At least five (5) days prior to the Final Approval Hearing, the Settlement Administrator shall prepare a list of the names of the persons who, pursuant to the Settlement Notice, have Opted- Out from the Settlement Class in a valid and timely manner, and notwithstanding anything to Class Counsel shall file that list with the contrary in this Agreement, the Corporation Court. If a Class Member submits both a Claim Form and other Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such notice or information would result in a Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that has previously given the Corporation an Opt-Out Request may revoke such request at any timerequest, the Claim Form shall take precedence and be considered valid and binding, and there shall be no limit on the ability of a Stockholder to issue and revoke subsequent Opt-Out Requestsrequest shall be deemed to have been sent by mistake and rejected. Notwithstanding the foregoingThe Class Representative affirmatively supports this Settlement and agrees not to Opt-Out of this Settlement. Neither Plaintiff, this shall not prohibit any communications or notices to employeesClass Counsel, officers and directors or agents of the CompanyDefendant, or notices its counsel shall in any way encourage any Class Member to Opt-Out or communications pursuant to discourage any other agreements. [Signature Page Follows] EVOLENT HEALTH, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIP, L.P. By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersClass Member from participating in this Settlement.

Opt-Out Requests. Each Stockholder Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect by giving ten (10) business days’ notice to the Corporation to not receive any notice that the Corporation or any other Stockholders Holders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), ; in which case, case and notwithstanding anything to the contrary in this Agreement, subject to applicable law, the Corporation and other Stockholders Holders shall not be required to, and shall not, not deliver any such notice or other related information required to be provided to Stockholders Holders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such notice or information expects would result in a Stockholder Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act; provided, however, that any notices or information required to effect the provisions of Section 5 shall not be deemed subject to any Opt-Out Request. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that Holder who previously has previously given the Corporation an Opt-Out Request may revoke such request at any timetime by giving ten (10) business days’ notice to the Corporation, and there shall be no limit on the ability of a Stockholder Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Corporation arising in connection with any such Opt-Out Requests. Notwithstanding the foregoing, this shall not prohibit any communications or notices to employees, officers and directors or agents of the Company, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTHCORPORATION: BRIGHT HEALTH GROUP, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: General Counsel and Corporate Secretary Holder: NEW ENTERPRISE ASSOCIATES 15, L.P. By: NEA Partners 15, L.P., its general partner By: NEA 15 GP, LLC, its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer Holder: NEA VENTURES 2016, LIMITED PARTNERSHIP By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Holder: NEW ENTERPRISE ASSOCIATES 16, L.P. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer Holder: NEW ENTERPRISE ASSOCIATES 17, L.P. By: NEA Partner 17, L.P. By: NEA 17 GP, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer Holder: NEA 18 VENTURE GROWTH EQUITY, L.P. By: NEA Partners 18 VGE, L.P. By: NEA 18 VGE GP, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer Holder: BESSEMER VENTURE PARTNERS IX L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer and General Counsel Holder: BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer and General Counsel Holder: BESSEMER VENTURE PARTNERS CENTURY FUND L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer and General Counsel Holder: BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Strategy Officer and General Counsel Holder: 15 ANGELS II LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person Notice Address: c/o Bessemer Venture Partners [redacted] Tel. [redacted] [redacted] HOLDER: STEPSTONE VC GLOBAL PARTNERS VII-A, L.P. By: StepStone VC General Partner VII, L.P., its General Partner By: StepStone VC GP VII, Ltd., its General Partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIPPartner, Chief Operating Officer, Private Equity STEPSTONE VC GLOBAL PARTNERS VII-C, L.P. By: Ares Centre Street GPStepStone VC General Partner VII, Inc. as general partner L.P., its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS IIStepStone VC GP VII, L.P. Ltd., its General Partner By: Ares Capital Management LLCStepStone Group LP, its investment manager sole member By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management StepStone Group Holdings LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxx Xxxx Xxxxxxxx Title: Director ByPartner, Chief Operating Officer, Private Equity HOLDER: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUNDSTEPSTONE VC OPPORTUNITIES IV, L.P. By: Ares PE Co-Invest GP StepStone VC Opportunities General Partner IV, L.P., its general partner By: StepStone VC Opportunities XX XX, LLC, its general partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general Partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner, Chief Operating Officer, Private Equity Holder: CIGNA HEALTH & LIFE INSURANCE COMPANY By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INCVice President, Corporate Development CIGNA VENTURES, LLC By: /s/ Xxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President Holder: CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Deputy Chief Investment Officer Holder: TETRAO SPF /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Holder: TOWN HALL VENTURES II, L.P. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: General Partner [Signature Page to Third Amended and Restated Registration Rights Agreement] Holder: JDC INVESTMENTS LP By: /s/ Xxx Xxx Name: Xxx Xxx Title: Sr. Vice President of Xxxxxx Bros. Inc., its XX X. XXXXXX & CO. By: /s/ Xxxxxxxx Mall Xxx Xxx Name: Xxxxxxxx Mall Xxx Xxx Title: Sr. Vice President SCHEDULE & CIO XXXX X. XXXXXX RESIDUARY TRUST By: /s/ Xxx Xxx Name: Xxx Xxx Title: President of Xxxxxx Enterprise LLC, its Trustee CWC FAMILY LP By: /s/ Xxx Xxx Name: Xxx Xxx Title: Sr. Vice President of Xxxxxx Bros. Inc., its GP Holder: StepStone VC Opportunities V, L.P. By: StepStone VC Opportunities General Partner V, L.P., its general partner By: StepStone VC Opportunities GP V, LLC, its general partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner, Chief Operating Officer, Private Equity StepStone VC Opportunities V-D, L.P. By: StepStone VC Opportunities General Partner V, L.P., its general partner By: StepStone VC Opportunities GP V, LLC, its general partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner, Chief Operating Officer, Private Equity Notices: c/o StepStone Group LP [redacted] Attn: [redacted] Tel: [redacted] Email: [redacted] and [redacted] Holder: StepStone VC Opportunities VI, L.P. By: StepStone VC Opportunities General Partner VI, L.P., its general partner By: StepStone VC Opportunities GP VI, LLC, its general partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner, Chief Operating Officer, Private Equity StepStone VC Opportunities VI-D, L.P. By: StepStone VC Opportunities General Partner VI, L.P., its general partner By: StepStone VC Opportunities GP VI, LLC, its general partner By: StepStone Group LP, its sole member By: StepStone Group Holdings LLC, its general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner, Chief Operating Officer, Private Equity Notices: c/o StepStone Group LP [redacted] Attn: [redacted] Tel: [redacted] Email: [redacted] and [redacted] Annex I Stockholders[Holder Notice Information]

Opt-Out Requests. Each Stockholder Subject to Sections 3(a), 3(b) and 4(b), each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Corporation Company or any other Stockholders Holders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice Demand Registration or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) Shelf Offering by delivering to the Corporation Company a written statement signed by such Stockholder Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), ; in which case, and notwithstanding anything to the contrary in this Agreement, the Corporation Company and other Stockholders Holders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders Holders hereunder to the extent that the Corporation Company or such other Stockholders Holders reasonably expect such notice or information would result in a Stockholder Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that Holder who previously has previously given the Corporation Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Stockholder Holder to issue and revoke subsequent Opt-Out Requests; provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. Notwithstanding the foregoing, this shall not prohibit any communications or notices to employees, officers and directors or agents of the Company, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTH, INC. By* * * * * Annex A SCHEDULE OF HOLDERS Parent Investors: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIPWCAS XII Carbon Analytics Acquisition, L.P. By: Ares Centre Street GPWCAS XIII Carbon Analytics Acquisition, Inc. as general partner By: /s/ L.P. WCAS GP CW LLC Welsh, Carson, Xxxxxxxx & Xxxxx Xxx Name: XII, L.P. Welsh, Carson, Xxxxxxxx & Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS XII Delaware, L.P. Welsh, Carson, Xxxxxxxx & Xxxxx XII Delaware II, L.P. ByWelsh, Carson, Xxxxxxxx & Xxxxx XII Cayman, L.P. WCAS XII Carbon Investors, L.P. WCAS XIII Carbon Investors, L.P. Institutional Holders: Ares Calculated DF Holdings, LP Durable Capital Master Fund LP DCP CA Blocker LLC Sockeye Trading, Inc. Carbon Management LLCHoldings, its investment manager ByLLC Permira Investor: /s/ Xxxxx Xxx NameGalibier Purchaser LLC Warburg Investor: WP CA Holdco, L.P. Security Holders: Xxxxx Xxxx Xxxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersXxxxxxx

Opt-Out Requests. Each Stockholder Subject to Sections 3(a), 3(b) and 4(b), each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Corporation Company or any other Stockholders Holders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice Demand Registration or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) Shelf Offering by delivering to the Corporation Company a written statement signed by such Stockholder Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), ; in which case, and notwithstanding anything to the contrary in this Agreement, the Corporation Company and other Stockholders Holders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders Holders hereunder to the extent that the Corporation Company or such other Stockholders Holders reasonably expect such notice or information would result in a Stockholder Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that Holder who previously has previously given the Corporation Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Stockholder Holder to issue and revoke subsequent Opt-Out Requests; provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. Notwithstanding the foregoing* * * * * Annex A SCHEDULE OF HOLDERS Parent Investors: WCAS XII Carbon Analytics Acquisition, this shall not prohibit any communications or notices to employeesL.P. WCAS XIII Carbon Analytics Acquisition, officers and directors or agents of the CompanyL.P. WCAS GP CW LLC Institutional Holders: Calculated DF Holdings, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTHLP Durable Capital Master Fund LP DCP CA Blocker LLC Sockeye Trading, INC. ByInc. Carbon Management Holdings, LLC Permira Investor: /s/ Xxxx Xxxxxxxx NameGalibier Holdings, XX Xxxxxxx Investor: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx NameWP CA Holdco, L.P. Security Holders: Xxxxx Xxxx Xxxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIP, L.P. By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersXxxxxxx

Opt-Out Requests. Each Stockholder If any Class Member wishes to Opt-Out from (in other words, be excluded from) this Settlement, the Class Member may do so by completing the online exclusion form at the Settlement Website; downloading and submitting to the Settlement Administrator a completed exclusion form; or submitting a valid request to exclude themselves, as described in the Notice to the Settlement Administrator. Opt-Out requests must be postmarked by the Opt-Out Deadline or they shall not be valid. Class Members who elect to Opt-Out from this Settlement shall not be permitted to object to this Settlement or to intervene. Class Members shall be encouraged, but not required, to provide their email addresses in their requests for exclusion. So-called “mass” or “class” opt-outs shall not be allowed. For the avoidance of doubt, any Class Member who does not timely Opt-Out of this Settlement will be deemed a member of, and will be included within, the Settlement Class without any action on his or her part. In the event that one thousand (1,000) or more of the Class Members Opt-Out, Defendants shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), option to elect to not receive any notice that the Corporation or any other Stockholders otherwise are required to deliver pursuant to terminate this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder that it does not want to receive any such notices hereunder (an “Opt-Out Request”)Agreement, in which casecircumstance the Settlement will become null and void and the parties will return to the status quo ante. At least five (5) days prior to the Final Approval Hearing, the Settlement Administrator shall prepare a list of the names of the persons who, pursuant to the Settlement Notice, have Opted- Out from the Settlement Class in a valid and timely manner, and notwithstanding anything to Class Counsel shall file that list with the contrary in this Agreement, the Corporation Court. If a Class Member submits both a Claim Form and other Stockholders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such notice or information would result in a Stockholder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that has previously given the Corporation an Opt-Out Request may revoke such request at any timerequest, the Claim Form shall take precedence and be considered valid and binding, and there shall be no limit on the ability of a Stockholder to issue and revoke subsequent Opt-Out Requestsrequest shall be deemed to have been sent by mistake and rejected. Notwithstanding the foregoing, The Class Representatives affirmatively support this shall Settlement and agree not prohibit any communications or notices to employees, officers and directors or agents Opt-Out of this Settlement. None of the CompanyRepresentative Plaintiffs, Class Counsel, Defendant, or notices its counsel shall in any way encourage any Class Member to Opt-Out or communications pursuant to discourage any other agreements. [Signature Page Follows] EVOLENT HEALTH, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIP, L.P. By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersClass Member from participating in this Settlement.

Opt-Out Requests. Each Stockholder Subject to Sections 3(a), 3(b) and 4(b), each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Corporation Company or any other Stockholders Holders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice Demand Registration or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) Shelf Offering by delivering to the Corporation Company a written statement signed by such Stockholder Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), ; in which case, and notwithstanding anything to the contrary in this Agreement, the Corporation Company and other Stockholders Holders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Stockholders Holders hereunder to the extent that the Corporation Company or such other Stockholders Holders reasonably expect such notice or information would result in a Stockholder Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that Holder who previously has previously given the Corporation Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Stockholder Holder to issue and revoke subsequent Opt-Out Requests; provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests. Notwithstanding the foregoing* * * * * Annex A SCHEDULE OF HOLDERS Parent Investors: WCAS XII Carbon Analytics Acquisition, this shall not prohibit any communications or notices to employeesL.P. WCAS XIII Carbon Analytics Acquisition, officers and directors or agents of the CompanyL.P. WCAS GP WC LLC Institutional Holders: Calculated DF Holdings, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTHLP Durable Capital Master Fund LP DCP CA Blocker LLC Sockeye Trading, INC. ByInc. Carbon Management Holdings, LLC Permira Investor: /s/ Xxxx Xxxxxxxx NameGalibier Holdings, XX Xxxxxxx Investor: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION By: /s/ Xxxxx Xxx NameWP CA Holdco, L.P. Security Holders: Xxxxx Xxxx Xxxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIP, L.P. By: Ares Centre Street GP, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUND, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersXxxxxxx

Opt-Out Requests. Each Stockholder Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect by giving ten (10) business days’ notice to the Corporation to not receive any notice that the Corporation or any other Stockholders Holders otherwise are required to deliver pursuant to this Agreement regarding an Underwritten Offering, a Take-Down Notice or a Piggyback Registration Statement (except any Suspension Notice or any other notice as required by law, rule or regulation) by delivering to the Corporation a written statement signed by such Stockholder Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”), ; in which case, case and notwithstanding anything to the contrary in this Agreement, subject to applicable law, the Corporation and other Stockholders Holders shall not be required to, and shall not, not deliver any such notice or other related information required to be provided to Stockholders Holders hereunder to the extent that the Corporation or such other Stockholders reasonably expect such notice or information expects would result in a Stockholder Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Exchange Act; provided, however, that any notices or information required to effect the provisions of Section 5 shall not be deemed subject to any Opt-Out Request. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Stockholder that Holder who previously has previously given the Corporation an Opt-Out Request may revoke such request at any timetime by giving ten (10) business days’ notice to the Corporation, and there shall be no limit on the ability of a Stockholder Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Corporation arising in connection with any such Opt-Out Requests. Notwithstanding the foregoing, this shall not prohibit any communications or notices to employees, officers and directors or agents of the Company, or notices or communications pursuant to any other agreements. [Signature Page Follows] EVOLENT HEALTHCORPORATION: BRIGHT HEALTH GROUP, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO ARES CAPITAL CORPORATION ByHolder: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory CION ARES DIVERSIFIED CREDIT FUND By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CENTRE STREET PARTNERSHIPNEW ENTERPRISE ASSOCIATES 15, L.P. By: Ares Centre Street GPNEA Partners 15, Inc. as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES PRIVATE CREDIT SOLUTIONS (OFFSHORE) II, L.P. By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES JASPER FUND, L.P. By: Ares Centre Street GP, Inc., as general partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES ND CREDIT STRATEGIES FUND LLC By: Ares Capital Management, its account manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P. By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING MASTER FUND II DESIGNATED ACTIVITY COMPANY By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL FUND (L) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SENIOR DIRECT LENDING PARALLEL (U) II, L.P. By: Ares SDL II Capital Management LLC, its Manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES SFERS CREDIT STRATEGIES FUND LLC By: Ares Capital Management LLC, its servicer By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory ARES COMMERCIAL FINANCE LP By: Ares Commercial Finance Management LP, as manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP By: Ares Capital Management LLC, its investment manager By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P. By: OCM Middle Market Credit G.P. Inc.L.P., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director LUOMUS FUNDNEA 15 GP, L.P. By: Ares PE Co-Invest GP LLC, its general partner By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory MINKE IMC INC. Holder: NEA VENTURES 2016, LIMITED PARTNERSHIP By: /s/ Xxxxxxxx Mall Name: Xxxxxxxx Mall Title: Vice President SCHEDULE I StockholdersHolder: NEW ENTERPRISE ASSOCIATES 16, L.P. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: Name: Title: Holder: NEW ENTERPRISE ASSOCIATES 17, L.P. By: NEA Partner 17, L.P. By: NEA 17 GP, LLC By: Name: Title: Holder: NEA 18 VENTURE GROWTH EQUITY, L.P. By: NEA Partners 18 VGE, L.P. By: NEA 18 VGE GP, LLC By: Name: Title: Holder: BESSEMER VENTURE PARTNERS IX L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: Holder: BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: Holder: BESSEMER VENTURE PARTNERS CENTURY FUND L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: Holder: BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P. By: Deer IX & Co. L.P., its general partner By: Deer IX & Co. Ltd., its general partner By: Name: Title: