Common Contracts

INCOME TAX RECEIVABLES AGREEMENT

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

• Contract Type
  Income Tax Receivables Agreement
• Filed
  June 10th, 2015
• Company
  Evolent Health, Inc.
• Industry
  Services-management services
• Jurisdiction
  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”).

FORM OF INCOME TAX RECEIVABLES AGREEMENT ARTICLE I DEFINITIONS

Income Tax Receivables Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • New York

• Contract Type
  Income Tax Receivables Agreement
• Filed
  May 26th, 2015
• Company
  Evolent Health, Inc.
• Industry
  Services-management services
• Jurisdiction
  New York

This INCOME TAX RECEIVABLES AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 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”).