Evolent Health, Inc. Sample Contracts

EVOLENT HEALTH, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 22, 2018 1.50% Convertible Senior Notes due 2025
Indenture • October 23rd, 2018 • Evolent Health, Inc. • Services-management services • New York

INDENTURE dated as of October 22, 2018 between EVOLENT HEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND CERTAIN STOCKHOLDERS DATED AS OF JUNE 4, 2015
Registration Rights Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June 4, 2015, is made by and among:

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • December 11th, 2023 • Evolent Health, Inc. • Services-management services • New York

THIS CREDIT AGREEMENT, dated as of August 1, 2022, is among EVOLENT HEALTH, INC., a Delaware corporation (“Parent”), EVOLENT HEALTH LLC, a Delaware limited liability company (“Evolent”), ENDZONE MERGER SUB, INC., a Delaware corporation (“Endzone” or “Initial Borrower”), which upon consummation of the TPG Acquisition (as defined herein) will be merged with and into TPG GROWTH ICEMAN PARENT, INC., a Delaware corporation “TPG”), PROVIDER GROUP, INC., a Delaware corporation (“Implantable”, collectively with Evolent, Endzone and TPG, the “Borrowers” and each a “Borrower”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and ACF FINC

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SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT
Severance And • February 24th, 2023 • Evolent Health, Inc. • Services-management services

THIS SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), dated as of January 27, 2021 (the “Effective Date”), is made by and between Evolent Health, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and Dan McCarthy (“Executive”).

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EVOLENT HEALTH, INC. 4,500,000 Shares of Class A Common Stock Underwriting Agreement
Evolent Health, Inc. • June 28th, 2017 • Services-management services • New York

In connection with the offering contemplated by this underwriting agreement (this “Agreement”), the Class A Common Stock to be sold by each Selling Stockholder (i) is currently held directly by such Selling Stockholder and/or (ii) will be issued by the Company to such Selling Stockholder upon exchange (the “Exchange”) of Class B common units (each, a “Class B LLC Unit”) of Evolent Health LLC, a Delaware limited liability company (“Evolent Health”), held by such Selling Stockholder at a ratio of one Class B LLC Unit, together with one share of Class B Common Stock, for one share of Class A Common Stock of the Company, pursuant to the terms of the Third Amended and Restated Operating Agreement of Evolent Health (the “Evolent Health LLC Agreement”) dated June 4, 2015, by and among the Company, Evolent Health and the other parties named therein and the terms of the Exchange Agreement (the “Exchange Agreement”) dated as of June 4, 2015, by and among the Company, Evolent Health, and the othe

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EVOLENT HEALTH, INC.
Performance Stock Unit Award Agreement • May 4th, 2023 • Evolent Health, Inc. • Services-management services • Delaware

This Performance Stock Unit Award Agreement, as amended and restated effective April 3, 2023 (this “Award Agreement”) sets forth the terms and conditions of an award for a target number of ______ (such number, the “Target Number”) performance stock units (this “Award”) (each such performance stock unit, a “PSU”) that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or to cause to be delivered ) to you, subject to the terms of this Award Agreement, one share of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), or cash equal to the Fair Market Value of one Share, for each PSU ultimately earned by you, as set forth in this Award Agreement.

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EVOLENT HEALTH, INC. Purchase Agreement
Evolent Health, Inc. • December 11th, 2023 • Services-management services • New York

Evolent Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $350.0 million principal amount of its 3.50% Convertible Senior Notes due 2029 (the “Firm Securities”) and, at the option of the Initial Purchasers, up to an additional $52.5 million principal amount of its 3.50% Convertible Senior Notes due 2029 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 3.50% Convertible Senior Notes due 2029 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into shares (the “Underlying Securities”) of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”), cash or a c

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EVOLENT HEALTH, INC. FORM OF WARRANT _____________ Shares of Class A Common Stock
Warrant • December 31st, 2019 • Evolent Health, Inc. • Services-management services • Delaware

This WARRANT (this “Warrant”) of EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), is being executed and delivered in connection with that certain Credit Agreement, dated as of December 30, 2019 (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and among the Company, _______________, a ____________ (the “Holder”), and the other parties thereto, and is for the purchase of shares of the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. Any capitalized terms used herein without definition shall have the meanings specified in Section 1 below.

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FIRST AMENDMENT TO DEED OF LEASE
Deed of Lease • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York

power, 1.5 watts per usf of lighting and 1 person per 143 usf. Supplemental HVAC systems can be accommodated for tenant flexibility.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 23rd, 2023 • Evolent Health, Inc. • Services-management services • New York

REGISTRATION RIGHTS AGREEMENT (as may be further amended, modified and supplemented from time to time, this “Agreement”), dated as of January 20, 2023, is by and among Evolent Health, Inc., a Delaware corporation (the “Corporation”), the Stockholders named in Schedule I hereto (each individually, a “Stockholder” and collectively, the “Stockholders”) and any other person who may become a party hereto pursuant to Section 12.3.

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DEED OF LEASE
Evolent Health, Inc. • May 5th, 2015 • Services-management services

THIS DEED OF LEASE (the “Lease”) is made and entered into this 31 day of July, 2012, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH, INC., a Delaware corporation (“Tenant”).

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SECOND AMENDMENT TO DEED OF LEASE
Deed of Lease • May 5th, 2015 • Evolent Health, Inc. • Services-management services

THIS SECOND AMENDMENT TO DEED OF LEASE (“Second Amendment”) is made as of April 1, 2014, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH LLC, a Delaware limited liability company (“Tenant”) as successor in interest to Evolent Health, Inc. (“Original Tenant”).

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EVOLENT HEALTH, INC. 8,816,120 Shares of Class A Common Stock Underwriting Agreement
Evolent Health, Inc. • August 14th, 2017 • Services-management services • New York

Evolent Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,816,120 shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,322,418 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares and together with the shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”.

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EVOLENT HEALTH, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 8, 2023 3.50% Convertible Senior Notes due 2029
Indenture • December 11th, 2023 • Evolent Health, Inc. • Services-management services • New York

INDENTURE dated as of December 8, 2023 between EVOLENT HEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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INCOME TAX RECEIVABLES AGREEMENT
Income Tax Receivables Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • New York

This INCOME TAX RECEIVABLES AGREEMENT (as amended from time to time, this “Agreement”), dated as of June 4, 2015, is hereby entered into by and among Evolent Health, Inc., a Delaware corporation (the “Corporation”), Evolent Health LLC, a Delaware limited liability company (the “LLC”), TPG Eagle Holdings, L.P., a Delaware limited partnership (“TPG Eagle”), Ptolemy Capital, LLC, a Delaware limited liability company (“Ptolemy”), The Advisory Board Company, a Delaware corporation (“ABCO”, and together with TPG Eagle and Ptolemy, the “Members”), UPMC, a Pennsylvania nonprofit corporation (“UPMC”), TPG Growth II BDH, L.P., a Delaware limited partnership (“TPG BDH”), Premier Health Partners, an Ohio corporation (“Premier”), Oxeon Partners, LLC, a Delaware limited liability company (“Oxeon”), and Medstar Health, Inc., a Maryland corporation (“Medstar”, together with Premier and Oxeon, the “Customers”, and together with the Members, UPMC, and TPG BDH, the “Participants”).

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PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among WINDROSE HEALTH INVESTORS III, L.P., VITAL DECISIONS ACQUISITION, LLC, EVOLENT HEALTH, INC., EVOLENT HEALTH LLC, EV THUNDER MERGER SUB, LLC, and THE REPRESENTATIVE NAMED HEREIN August 2,...
Agreement and Plan of Merger • August 4th, 2021 • Evolent Health, Inc. • Services-management services • Delaware

This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 2, 2021, by and among Windrose Health Investors III, L.P., a Delaware limited partnership (the “Seller”), Vital Decisions Acquisition, LLC, a Delaware limited liability company (the “Company”), Evolent Health, Inc., a Delaware corporation (“Parent”), Evolent Health LLC, a Delaware limited liability company (“Buyer” and together with Parent, the “Evolent Entities”), EV Thunder Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Buyer (“Merger Sub,” and together with the Company, the “Constituent Companies”), and WindRose Health Investors, LLC, a Delaware limited liability company, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Unless otherwise defined herein, capitalized terms used herein are defined in Exhibit A attached hereto.

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THIRD AMENDED AND RESTATED OPERATING AGREEMENT of EVOLENT HEALTH LLC Dated as of June 4, 2015
Operating Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • Delaware

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Evolent Health LLC, a Delaware limited liability company ( the “Company”), dated as of June 4, 2015 is adopted, executed and agreed to, for good and valuable consideration, by Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), TPG Eagle Holdings, L.P., a Delaware limited partnership (“TPG”), The Advisory Board Company, a Delaware corporation (“The Advisory Board”), and Ptolemy Capital, LLC, a Delaware limited liability company (“Ptolemy”), as Members. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

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GUARANTEE AGREEMENT
Guarantee Agreement • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • New York

GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 1, 2022, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and ACF FINCO I LP, a Delaware limited partnership (“ACF”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) and as revolver agent for the Revolving Lenders (in such capacity, together with its successors and assigns in such capacity, the “Revolver Agent”, and together with the Administrative Agent and Collateral Agent, the “Agents”), acting pursuant to this Guarantee for the benefit of the Secured Parties.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG EVOLENT HEALTH, INC., EVOLENT HEALTH, LLC, ENDZONE MERGER SUB, INC., TPG GROWTH ICEMAN PARENT, INC. AND THE SELLERS’ REPRESENTATIVE DATED AS OF JUNE 24, 2022
Agreement and Plan of Merger • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 24, 2022, by and among Evolent Health, Inc., a Delaware corporation (“Parent”), Evolent Health LLC, a Delaware limited liability company (“Purchaser” and together with Parent, the “Evolent Entities”), Endzone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), TPG Growth Iceman Parent, Inc., a Delaware corporation (the “Company”), and TPG Growth V Iceman, L.P., solely in its capacity as the Sellers’ Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article 1.

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services

This First Amendment to the Asset Purchase Agreement (“Amendment”), dated as of December 30, 2019, is entered into by and among University Health Care, Inc., d/b/a Passport Health Plan, a Kentucky nonprofit corporation (“Passport”), Passport Health Solutions, LLC, a Kentucky nonprofit limited liability company (“PHS I,” and together with Passport, the “Seller”), Justify Holdings, Inc., a Kentucky corporation (“Buyer”), and Evolent Health, Inc. (“Evolent”).

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EXCHANGE AGREEMENT
Exchange Agreement • October 2nd, 2018 • Evolent Health, Inc. • Services-management services • Delaware

This EXCHANGE AGREEMENT, dated as of October 1, 2018 (this “Agreement”), is among Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), Evolent Health LLC, a Delaware limited liability company (the “Company”) and the holders of Class B common units in the Company listed on Exhibit A hereto (collectively, the “Class B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

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EXCHANGE AGREEMENT among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of June 4, 2015
Exchange Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • New York

EXCHANGE AGREEMENT, dated as of June 4, 2015 (this “Agreement”), among Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), Evolent Health LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Class B common units in the Company listed on Exhibit A hereto (collectively, the “Class B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • January 23rd, 2023 • Evolent Health, Inc. • Services-management services • New York

THIS CREDIT AGREEMENT, dated as of August 1, 2022, is among EVOLENT HEALTH, INC., a Delaware corporation (“Parent”), EVOLENT HEALTH LLC, a Delaware limited liability company (“Evolent”), ENDZONE MERGER SUB, INC., a Delaware corporation (“Endzone” or “Initial Borrower”), which upon consummation of the TPG Acquisition (as defined herein) will be merged with and into TPG GROWTH ICEMAN PARENT, INC., a Delaware corporation “TPG”), PROVIDER GROUP, INC., a Delaware corporation (“Implantable”, collectively with Evolent, Endzone and TPG, the “Borrowers” and each a “Borrower”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and ACF FINC

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FORM OF EXCHANGE AGREEMENT among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of [ ], 2015
Form of Exchange Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York

EXCHANGE AGREEMENT, dated as of [ ], 2015 (this “Agreement”), among Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), Evolent Health LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Class B common units in the Company listed on Exhibit A hereto (collectively, the “Class B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

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CONSULTING AGREEMENT
Consulting Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Virginia

This CONSULTING AGREEMENT (this “Agreement”) made this 12th day of March, 2014, is entered into by and between EVOLENT HEALTH, LLC, a Delaware limited liability company (the “Company”) and NCP, INC., a New Hampshire corporation (the “Consultant”).

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STOCK PURCHASE AGREEMENT by and among BRIGHT HEALTH MANAGEMENT, INC., EH HOLDING COMPANY, INC., TRUE HEALTH NEW MEXICO, INC., and SOLELY FOR THE PURPOSE OF SECTION 9.5, Evolent Health LLC Dated as of January 11, 2021
Stock Purchase Agreement • May 6th, 2021 • Evolent Health, Inc. • Services-management services • Delaware

This STOCK PURCHASE AGREEMENT, dated as of January 11, 2021 (this “Agreement”), is by and among Bright Health Management, Inc., a Delaware corporation (“Buyer”), EH Holding Company, Inc., a Delaware corporation (“Seller”), and True Health New Mexico, Inc., a New Mexico corporation (the “Acquired Entity”). Evolent Health LLC, a Delaware limited liability company (“Guarantor”), is party to this Agreement for the limited purpose of the guarantee made in favor of Buyer under Section 9.5 and, to the extent applied mutatis mutandis to such guarantee, Article X.

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SECURITIES PURCHASE AGREEMENT (SERIES A CONVERTIBLE PREFERRED SHARES) BY AND AMONG THE PURCHASERS LISTED ON SCHEDULE I HERETO AND EVOLENT HEALTH, INC. DATED AS OF JANUARY 20, 2023
Securities Purchase Agreement • January 23rd, 2023 • Evolent Health, Inc. • Services-management services • New York

This SECURITIES PURCHASE AGREEMENT (Series A Convertible Preferred Shares) (this “Agreement”), dated as of January 20, 2023, is made by and among (i) the Purchasers named in Schedule I hereto (collectively, “the “Purchasers”) and (ii) Evolent Health, Inc., a Delaware corporation (the “Company” and together with the Purchasers and any Affiliated Transferee that becomes a party to this Agreement, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Investor Rights Agreement (Series A Convertible Preferred Shares), dated as of the date hereof, by and among the Company and the Purchasers named in Schedule I therein (the “Investor Rights Agreement”).

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AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES AGREEMENT BETWEEN UPMC AND EVOLENT HEALTH, INC. EFFECTIVE FROM JUNE 27, 2013
Services Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC, a Pennsylvania nonprofit corporation (“UPMC”), and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).

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ASSET PURCHASE AGREEMENT BY AND BETWEEN UNIVERSITY HEALTH CARE, INC. PASSPORT HEALTH SOLUTIONS, LLC JUSTIFY HOLDINGS, INC. AND EVOLENT HEALTH, INC.
Asset Purchase Agreement • August 9th, 2019 • Evolent Health, Inc. • Services-management services • Kentucky

This Asset Purchase Agreement (this “Agreement”), made and entered into as of May 28, 2019, is by and between University Health Care, Inc., d/b/a Passport Health Plan, a Kentucky nonprofit corporation (“Passport”), Passport Health Solutions, LLC, a Kentucky nonprofit limited liability company (“PHS I,” and together with Passport, the “Seller”), Justify Holdings, Inc., a Kentucky corporation (“Buyer”), and Evolent Health, Inc. (“Evolent”). Capitalized terms used herein are defined as set forth in Annex A, attached hereto. Buyer, Seller, and Evolent are sometimes referred to herein individually as a “Party” and jointly as the “Parties.”

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SECURITY AGREEMENT
Security Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services • New York

SECURITY AGREEMENT, dated as of December 30, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of ARES CAPITAL CORPORATION, a Maryland corporation, as administrative agent and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) acting pursuant to this Agreement for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

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SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF EVOLENT HEALTH LLC a Delaware limited liability company as of January 6, 2014
Operating Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Evolent Health LLC, a Delaware limited liability company (“the Company”), is entered into as of January 6, 2014 (the “Effective Date”), by the Persons listed on Exhibit A under the caption “Common Members” (each, a “Common Member” and collectively the “Common Members”) and the Persons listed under the caption “Series A Preferred Members” (each, a “Series A Preferred Member,” and collectively the “Series A Preferred Members”) the Persons listed under the caption “Series B Preferred Members” (each, a “Series B Preferred Member,” collectively the “Series B Preferred Members”) and the Persons listed under the caption “Series B-1 Preferred Member” (each, a “Series B-1 Preferred Member” and collectively, the “Series B-1 Preferred Members,” and together with the Common Members, the Series A Preferred Members and the Series B Preferred Members, the “Members”).

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AMENDMENT NO. 2 TO STOCK AND ASSET PURCHASE AGREEMENT
Stock and Asset Purchase Agreement • February 24th, 2023 • Evolent Health, Inc. • Services-management services

This AMENDMENT NO. 2, dated as of February 17, 2023 (this “Amendment”), is by and among Evolent Health, Inc., a Delaware corporation (“Buyer Parent”), Evolent Health LLC, a Delaware limited liability company (“Buyer” and, together with Buyer Parent, the “Buyer Entities”), and Magellan Health, Inc., a Delaware corporation (“Seller Parent”). Each capitalized term used but not defined in this Amendment has the meaning given to it in the Stock and Asset Purchase agreement, dated as of November 17, 2022, as amended (the “Purchase Agreement”), by and among Buyer Parent, Buyer, Seller Parent and Magellan Healthcare, Inc., a Delaware corporation.

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LEVERAGED STOCK UNIT award agreement under the EVOLENT HEALTH, INC. 2015 Omnibus incentive Compensation Plan, dated as of [DATE] between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and ___________.
Leveraged Stock • February 28th, 2019 • Evolent Health, Inc. • Services-management services • Delaware

This Leveraged Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of ___________ (such number, the “Target Amount”) leveraged stock units (this “Award”) (each such leveraged stock unit, an “LSU”) that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), as set forth in Section 3 of this Award Agreement.

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EVOLENT HEALTH, INC.
Omnibus Incentive Compensation Plan Performance Stock Unit Award Agreement • May 6th, 2021 • Evolent Health, Inc. • Services-management services • Delaware

This Performance Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award for a target number of ____ (such number, the “Target Amount”) performance stock units (this “Award”) (each such performance stock unit, a “PSU”) that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or to cause to be delivered ) to you, subject to the terms of this Award Agreement, one share of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), or cash equal to the Fair Market Value of one Share, for each PSU ultimately earned by you, as set forth in this Award Agreement.

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RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE EVOLENT HEALTH, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , 2015 (the “Grant Date”), between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and .
Restricted Stock Unit Award Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • Delaware

This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), as set forth in Section 3 of this Award Agreement.

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