EVOLENT HEALTH, INC. [●] Shares of Class A Common Stock Underwriting AgreementEvolent Health, Inc. • May 26th, 2015 • 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 [●] 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 [●] 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”. Immediately prior to the Closing Date (as defined herein), the Company will complete a reorganiza
FORM OF INCOME TAX RECEIVABLES AGREEMENT ARTICLE I DEFINITIONSIncome Tax Receivables Agreement • May 26th, 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 [●], 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 THIRD AMENDED AND RESTATED OPERATING AGREEMENT of EVOLENT HEALTH LLC Dated as of [ ], 2015Operating Agreement • May 26th, 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 , 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.
FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND THE STOCKHOLDERS PARTY HERETOForm of Stockholders Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 2015, is made by and among:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2015, between Evolent Health, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Subsidiary or any other Affiliated Person (as hereinafter defined) thereof), and [ ] (“Indemnitee”).
