Common use of Additional Written Communications Clause in Contracts

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health Escrow Issuer (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company Escrow Issuer or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Escrow Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Escrow Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, insofar as they relate to Escrow Issuer or to GenOn, in the light of the circumstances under which they were made, not misleading; provided that neither (A) the Company nor Evolent Health representations and warranties set forth in this paragraph 3(c)(ii) are limited to statements or omissions based upon information relating to Escrow Issuer and GenOn in each such Escrow Written Communication and (B) Escrow Issuer makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Escrow Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company Escrow Issuer, RRI and Evolent Health Mirant in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer any Escrow Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health The Issuers (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health Issuers or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain (i) any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) any information that conflicted, conflicts or will conflict with the information contained in this Agreement; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication solely in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication. The documents incorporated or deemed to be incorporated by reference in the Preliminary Offering Memorandum, it being understood the Time of Sale Information and agreed that the only such information furnished by any Initial Purchaser consists Offering Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the information described Exchange Act (the “Incorporated Documents”). Each such Incorporated Document, when taken together with the Time of Sale Information, did not as such of the Time of Sale, and at the Closing Date will not, contain any untrue statement of material fact or omit to state a material fact necessary in Section 7(b) hereoforder to make the statement therein, in light of the circumstances under which they were made, not misleading.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the initial offering of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum.

Additional Written Communications. Other than The Escrow Issuer, the Preliminary Offering Memorandum Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Escrow Issuer, the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) ), an “Issuer Written Communication”) other than (i) the Preliminary Offering MemorandumCircular, (ii) the Offering MemorandumCircular, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Escrow Issuer, the Company nor Evolent Health makes any and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed . No Issuer Written Communication contains any information that conflicts with the only such information furnished by any Initial Purchaser consists Time of Sale Information or the information described as such in Section 7(b) hereofOffering Circular.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has and the Guarantors have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health Company, the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to (x) any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an a “Issuer Company Additional Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale InformationDisclosure Package, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives, in each case used in accordance with Section 5(c) or (y) any general solicitation. Each such Issuer Company Additional Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationDisclosure Package, and when taken together with the Time of Sale InformationDisclosure Package, did not, and as of at the Closing Date and as of the any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither . Notwithstanding the Company nor Evolent Health makes any representation or warranty with respect foregoing, the representations and warranties in this subsection shall not apply to any statements in or omissions made in each such Issuer from any Company Additional Written Communication or any amendments or supplements thereto made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such an Initial Purchaser through the Representatives expressly for use in such Issuer a Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser through the Representatives consists of the information described as such in Section 7(b8(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering MemorandumNeither Merger Sub, neither the Company nor Evolent Health the Guarantors (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has have prepared, made, used, authorized, approved or referred to and to, nor will not it prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by Merger Sub, the Company or Evolent Health or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither Merger Sub, the Company nor Evolent Health makes any and the Guarantors make no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to Merger Sub, the Company and Evolent Health or the Guarantors in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use in such any Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Issuer and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their respective agents and representatives, other than the Initial Purchasers Purchaser in their its capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health Issuer and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering MemorandumCircular, (ii) the Offering MemorandumCircular, (iii) the documents listed on Annex A hereto, including a the term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c) hereof. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any Issuer and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any the Initial Purchaser furnished to the Company and Evolent Health Issuer in writing by such the Initial Purchaser through the Representatives expressly for use in such any Issuer Written Communication, Communication (it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof)). No Issuer Written Communication contains any information that conflicts with the Time of Sale Information or the Offering Circular.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, ; (ii) the Offering Memorandum, ; (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, ; and (iv) each electronic road show and any other written communications approved communications, in writing each case in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than The Escrow Issuer, the Preliminary Offering Memorandum Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Escrow Issuer, the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) ), an “Issuer Written Communication”) other than (i) the Preliminary Offering MemorandumCircular, (ii) the Offering MemorandumCircular, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) each the pre-marketing materials and (v) any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Escrow Issuer, the Company nor Evolent Health makes any and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed . No Issuer Written Communication contains any information that conflicts with the only such information furnished by any Initial Purchaser consists Time of Sale Information or the information described as such in Section 7(b) hereofOffering Circular.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives, such approval not to be unreasonably withheld or delayed. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such an Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the initial offering of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (iii), (iiiii) and (iiiiv) below) of this Section 3(c)), an “Issuer Written Communication”) other than (i) the Preliminary Drafts, (ii) the Preliminary Offering Memorandum, (iiiii) the Offering Memorandum, (iiiiv) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (ivv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale InformationInformation (at the Time of Sale) accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Written Communication, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) of this Section 3(c)), an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale InformationInformation (at the Time of Sale) accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Written Communication, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such any Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any (the “Recorded Road Show”) or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any and Guarantors make no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed that . Each Issuer Written Communication does not conflict with the only such information furnished by any Initial Purchaser consists Time of Sale Information or the information described as such in Section 7(b) hereofOffering Memorandum.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health Issuer and the Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communicationWritten Communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health Issuer and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (iv) each electronic road show and any other written communications Written Communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does Communication, at the time issued, did not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any Issuer and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Final Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of set forth in Annex B C hereto, which constitute part of the Time of Sale InformationDisclosure Package, and (iv) each electronic “road show show” (as defined in Rule 433(h) under the Securities Act) and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationDisclosure Package, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any (the “Recorded Road Show”) or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any and the Guarantors make no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed that . Each Issuer Written Communication does not conflict with the only such information furnished by any Initial Purchaser consists Time of Sale Information or the information described as such in Section 7(b) hereofOffering Memorandum.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Issuer and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health Issuer and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a the term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, Information and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c) hereof. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any Issuer and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health Issuer in writing by or on behalf of such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed . No Issuer Written Communication contains any information that conflicts with the only such information furnished by any Initial Purchaser consists Time of Sale Information or the information described as such in Section 7(b) hereofOffering Memorandum.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives, in each case used in accordance with Section 4(c) hereof. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, at the Time of Sale, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an a “Issuer Company Additional Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale InformationDisclosure Package, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives, in each case used in accordance with Section 4(c). Each such Issuer Company Additional Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationDisclosure Package, and when taken together with the Time of Sale InformationDisclosure Package, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither . Notwithstanding the Company nor Evolent Health makes any representation or warranty with respect foregoing, the representations and warranties in this subsection shall not apply to any statements in or omissions made in each such Issuer from any Company Additional Written Communication or any amendments or supplements thereto made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such an Initial Purchaser through the Representatives expressly for use in such Issuer a Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser through the Representatives consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither Neither the Company nor Evolent Health any of the Guarantors (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has preparedmade, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health any Guarantor or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B A hereto, which constitute constitutes part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any and the Guarantors make no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum The Issuer, NSI and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company Issuer, NSI or Evolent Health the Guarantors, or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any Issuer, Novamerican Steel and the Guarantors make no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health Issuer in writing by such Initial Purchaser through the Representatives Representative expressly for use in such any Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than The Issuers, the Preliminary Offering Memorandum Company and the Offering Memorandum, neither the Company nor Evolent Health Guarantors (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has have not prepared, made, used, authorized, approved or referred to to, and will not prepare, make, use, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Securities Notes (each such communication by the Issuers, the Company or Evolent Health and the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a the term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c) hereof. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Issuers, the Company nor Evolent Health makes any and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health Issuers in writing by or on behalf of such Initial Purchaser through the Representatives expressly for use in such any Issuer Written Communication, Communication (it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof). No Issuer Written Communication contains any information that conflicts with the Time of Sale Information or the Offering Memorandum.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers and the Joint Lead Managers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b8(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to (x) any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show that is a “written communication” within the meaning of the Securities Act and any other written communications approved in writing in advance by the Representatives, in each case used in accordance with Section 5(c) or (y) any general solicitation. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives or its counsel expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b8(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 5(d), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b‎7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and (unless the Company notifies the Representatives as described in Section 4(d)) as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A C hereto, including a term sheet substantially in the form of Annex B D hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale InformationCommunication, and when taken together with the Time of Sale Information, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the The Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and and, when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof.

Additional Written Communications. Other than the Preliminary Offering Memorandum and the Offering Memorandum, neither the Company nor Evolent Health (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or Evolent Health or their respective its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Written Communication and each such electronic road show does not conflict in any material respect with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and as of at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor Evolent Health makes any no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company and Evolent Health in writing by such Initial Purchaser through the Representatives Representative expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereofInitial Purchaser Information.