Common use of Permissible Exchanges Clause in Contracts

Permissible Exchanges. (i) The Company shall establish one or more dates in each fiscal year as a date on which the Members (other than the Highbridge Members) shall be permitted to elect to Exchange, provided that the Company may postpone any such date one or more times and (ii) on the date that is six months after the date of the final prospectus filed with the Securities and Exchange Commission relating to the IPO, the Company shall automatically Exchange all Common Units held by the Highbridge Members (each such date an “Exchange Date”). Except as to the Highbridge Members, the Company shall give notice to each Member of the establishment of an Exchange Date at least 75 and no more than 90 Business Days prior to the Exchange Date. Except as to the Highbridge Members, the Company may permit, in writing or orally, one or more Members to submit an Exchange Request on such other dates, such permission to be granted, withheld or granted on such terms and conditions as determined by the Company in its sole discretion. Except as to the automatic Exchange by the Highbridge Members where no Exchange Request shall be required, upon the terms and subject to the conditions of this Article 2, each Member may, on an Exchange Date, elect to Exchange up to 100% of the Member’s Common Units (together with the corresponding number of Class B Shares, to the extent that such Member holds such Class B Shares) by delivering an Exchange Request to the Company with a copy to OTG EXP at least 60 days prior to the Exchange Date. If the Company does not elect on or before the close of business on the fifth Business Day after the Company’s receipt of an Exchange Request to exchange all of the Common Units set forth in such Exchange Request from such Member (other than Highbridge Members) for the Cash Amount, then the portion of the Common Units set forth in the Exchange Request not being exchanged for the Cash Amount shall be exchanged for Class A Shares based on the Exchange Rate. Upon the automatic Exchange of all of the Common Units held by the Highbridge Members, such Common Units shall be exchanged for Class A Shares based on the Exchange Rate. (i) Each Exchange Request shall set forth the number of Common Units (together with the corresponding number of Class B Shares, to the extent that such Member holds such Class B Shares) such Member wishes to Exchange at the applicable Closing. (ii) Each Member shall represent in the Exchange Request that such Member owns or will own the Common Units and Class B Shares (to the extent that such Member holds such Class B Shares) to be delivered at the applicable Closing pursuant to Section 2.01(d)(i) and Section 2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement, and, if there are any Liens identified in the Exchange Request, such Member shall covenant that such Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company that all such Liens (other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement) have been released. (iii) Upon delivery to the Company, no Exchange Request may be revoked prior to the scheduled Closing of the applicable Exchange unless the Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by OTG EXP or the Company with respect to such requested Exchange. (iv) No Exchange pursuant to an Exchange Request shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such Exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code; provided that an Exchange will not be prohibited on this basis so long as the Company reasonably determines (in its sole discretion) that it continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under Section 7704 of the Code. (v) Each Exchange pursuant to this Section 2.01(a) shall be at the Exchange Rate in effect at the applicable Closing. (vi) Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to an Exchange Request: (A) Without the consent of the Company, no Member may Exchange less than 50,000 Common Units (as adjusted for any unit split, unit distribution, reverse unit split, reclassification or similar event, in each case with such adjustment being determined by the Company) or, if such Member holds less than 50,000 Common Units (as adjusted for any unit split, unit distribution, reverse unit split, reclassification or similar event, in each case with such adjustment being determined by the Company), all of the Common Units held by such Member. (B) The consummation of such Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.

Permissible Exchanges. (i) The Company shall establish one or more dates in each fiscal year as a date on which the Members (other than the Highbridge Members) shall be permitted to elect to Exchange, provided that the Company may postpone any such date one or more times and (ii) on the date that is six months after the date of the final prospectus filed with the Securities and Exchange Commission relating to the IPO, the Company shall automatically Exchange all Common Units held by the Highbridge Members (each such date an “Exchange Date”). Except as to the Highbridge Members, the Company shall give notice to each Member of the establishment of an Exchange Date at least 75 and no more than 90 Business Days prior to the Exchange Date. Except as to the Highbridge Members, the Company may permit, in writing or orally, one or more Members to submit an Exchange Request on such other dates, such permission to be granted, withheld or granted on such terms and conditions as determined by the Company in its sole discretion. Except as to the automatic Exchange by the Highbridge Members where no Exchange Request shall be required, upon Upon the terms and subject to the conditions of this Article 2, each Class B Member may, on an Exchange Dateat any time and from time to time, elect to Exchange in one or more Exchanges up to 100% of the Class B Member’s Common Units Class B common units (together with the corresponding number of Class B Shares, to the extent that such Member holds such Class B Shares) by delivering an Exchange Request to the Company Company, with a copy to OTG EXP at least 60 days prior to the Exchange Date. If the Company does not elect on or before the close of business on the fifth Business Day after the Company’s receipt of an Exchange Request to exchange all of the Common Units set forth in such Exchange Request from such Member (other than Highbridge Members) for the Cash AmountEvolent Health, then the portion of the Common Units set forth in the Exchange Request not being exchanged for the Cash Amount shall be exchanged for Class A Shares based on the Exchange Rate. Upon the automatic Exchange of all of the Common Units held by the Highbridge Members, such Common Units shall be exchanged for Class A Shares based on the Exchange Rate.Inc. (iii) Each Exchange Request shall set forth the number of Common Units Class B common units (together with the corresponding number of Class B Shares, to the extent that such Member holds ) such Class B Shares) such Member wishes to Exchange at the applicable Closing. (iiiii) Each Class B Member shall represent in the Exchange Request that such Class B Member owns or will own the Common Units Class B common units and Class B Shares (to the extent that such Member holds such Class B Shares) to be delivered at the applicable Closing pursuant to Section 2.01(d)(i) and Section 2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement, and, if there are any Liens identified in the Exchange Request, such Class B Member shall covenant that such Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company that all such Liens (other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement) have been released. (iiiiv) Upon delivery to the Company, no Exchange Request may be revoked less than three Business Days prior to the scheduled Closing of the applicable Exchange (and the Company shall have received notice of such revocation no later than such third Business Day) unless the Class B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by OTG EXP Evolent Health, Inc. or the Company with respect to such requested Exchange. (ivv) No Exchange pursuant to an Exchange Request shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such Exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code; provided that an Exchange will not be prohibited on this basis so long as the Company reasonably determines (in its sole discretion) that it continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under such Section 7704 of the Code. (vvi) Each Exchange pursuant to this Section 2.01(a) shall be at the Exchange Rate in effect at the applicable Closing. (vi) Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to an Exchange Request: (A) Without the consent of the Company, no Member may Exchange less than 50,000 Common Units (as adjusted for any unit split, unit distribution, reverse unit split, reclassification or similar event, in each case with such adjustment being determined by the Company) or, if such Member holds less than 50,000 Common Units (as adjusted for any unit split, unit distribution, reverse unit split, reclassification or similar event, in each case with such adjustment being determined by the Company), all of the Common Units held by such Member. (B) The consummation of such Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended.