AGREEMENT AND PLAN OF MERGER among EVOLENT HEALTH, INC., ELECTRA MERGER SUB, LLC, VALENCE HEALTH, INC. andAgreement and Plan of Merger • July 14th, 2016 • Evolent Health, Inc. • Services-management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 12, 2016, is by and among Evolent Health, Inc., a Delaware corporation (“Evolent”), Electra Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Evolent (“Merger Sub” and together with Evolent, collectively, the “Evolent Entities”), Valence Health, Inc., a Delaware corporation (“Valence Parent”), and North Bridge Growth Management Company LLC (“North Bridge”) and Philip Kamp, jointly as the Securityholders’ Representative (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Annex A attached hereto.
