Common use of Permissible Exchanges Clause in Contracts

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of its PICO Membership Interests by delivering an Exchange Request to UCP. (i) Upon delivery to UCP, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP shall have received notice of such revocation no later than such fifth Business Day) unless PICO reimburses all out-of-pocket costs incurred by UCP or the Company with respect to such requested Exchange; provided, however, that PICO shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i)): (A) any registration statement pursuant to which the Class A Shares were to be registered for PICO at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO to have its Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP shall have disclosed to PICO any material non-public information concerning UCP, the receipt of which results in PICO being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP does not permit or make such disclosure); (E) the Commission shall have issued a stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO at or immediately following the Closing; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange of PICO Membership Interests for Class A Shares or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO to consummate the sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided further, however, that in no event shall PICO have controlled or intentionally influenced any facts, circumstances, or persons in connection therewith (except in the good faith performance such Person’s duties as an officer or director of UCP) in order to provide PICO with a basis for such delay or revocation. (ii) Each Exchange Request shall set forth the number of PICO Membership Interests PICO wishes to Exchange for Class A Shares at the applicable Closing. If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Membership Interests to be exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Membership Interests that PICO desires to have exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Membership Interests exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the number of additional PICO Membership Interests potentially to be exchanged will be communicated to UCP pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchange) and (B) the Closing of the exchange of any additional PICO Membership Interests to fulfill a PICO Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iii) PICO shall represent in the Exchange Request that it owns the PICO Membership Interests to be delivered at the applicable Closing pursuant to Section 2.1(d)(i) and Section 2.1(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement, and, if there are any Liens identified in the Exchange Request, PICO shall covenant that it will deliver at the applicable Closing evidence reasonably satisfactory to UCP that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, this Agreement, or the LLC Agreement) have been released. (iv) Notwithstanding anything to the contrary herein, no exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such exchange would pose a material risk that the Company would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code. (v) Each exchange pursuant to this Section 2.1(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO may, at any time and RCAP may elect to Exchange from time to time, elect to Exchange in one or more Exchanges Exchanges, up to one hundred percent (100%) of its PICO Membership Interests Operating Subsidiaries Group Units by delivering an Exchange Request to UCPthe Corporation. (iii) Upon delivery to UCP, no RCAP may revoke an Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP shall have received notice of such revocation no later than such fifth Business Day) unless PICO reimburses all out-of-pocket costs incurred by UCP or the Company with respect to any or all of the Operating Subsidiaries Group Units set forth therein by delivery of a notice to such requested Exchange; provided, however, that PICO shall be entitled without reimbursing such costs either (x) effect to revoke such Exchange Request the Corporation at any time prior to the Closing of the applicable Exchange or (y) for any reason. RCAP shall further be entitled to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii), in each case, after 2.01(a)(ii) upon the occurrence of one or more of the following events (with the date of such Closing to be determined pursuant to Section 2.1(b)(i2.01(c)): (A) any the registration statement pursuant to which the Class A Shares were to be registered for PICO acquired by RCAP at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commissioneffective; (B) UCP the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO RCAP to have register its Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP Corporation shall have disclosed to PICO RCAP any material non-public information concerning UCPthe Corporation, the receipt of which results in PICO RCAP being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP the Corporation does not permit or make such disclosure); (E) the Commission shall have issued a any stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO by RCAP at or immediately following the ClosingClosing shall have been issued by the Commission; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstancesdelayed; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange Exchange of PICO Membership Interests Operating Subsidiaries Group Units for Class A Shares, the concurrent transfer of Class B Shares for cancellation, the concurrent issuance of Class A Units of the Operating Subsidiaries to the Corporation (as described in Section 2.01(d)(iv)) or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO RCAP to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in under clauses (A) through (H) above; provided further, however, that in no event shall PICO have controlled or intentionally influenced any facts, circumstances, or persons in connection therewith (except in the good faith performance such Person’s duties as an officer or director of UCP) in order to provide PICO with a basis for such delay or revocation. (iiiii) Each Exchange Request shall set forth the number of PICO Membership Interests PICO Operating Subsidiaries Group Units that RCAP wishes to Exchange for Class A Shares at the applicable ClosingClosing and the number of Class B Shares to be delivered for cancellation at the Closing (which shall be equal to the number of Operating Subsidiaries Group Units to be Exchanged). If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Membership Interests Operating Subsidiaries Group Units to be exchanged Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Membership Interests Operating Subsidiaries Group Units that PICO RCAP desires to have exchanged Exchanged only in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Membership Interests exchanged Operating Subsidiaries Group Units Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional PICO Membership Interests Operating Subsidiaries Group Units to potentially to be exchanged Exchanged will be communicated to UCP the Corporation pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchangeExchange) and (B) the Closing of the exchange Exchange of any additional PICO Membership Interests Operating Subsidiaries Group Units to fulfill a PICO MemberRCAP’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iiiiv) PICO In the Exchange Request, RCAP shall represent in the Exchange Request that it owns the PICO Membership Interests Operating Subsidiaries Group Units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(e)(i) and Section 2.1(d)(ii2.01(e)(ii), free and clear of all Liens, except as may be set forth therein and other than transfer restrictions imposed by or under applicable securities laws laws, the LLC Agreements and this Agreement and the LLC Agreement, and, if . If there are any Liens identified in the Exchange Request, PICO shall covenant that it will deliver at the applicable Closing evidence reasonably satisfactory to UCP that all such Liens Request (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreements and this Agreement), or RCAP shall covenant that RCAP will deliver at the LLC Agreement) applicable Closing evidence reasonably satisfactory to the Corporation that all such Liens have been released. (ivv) Notwithstanding anything to the contrary herein, no exchange No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Companyany Operating Subsidiary, such exchange Exchange would pose a material risk that the Company such Operating Subsidiary would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code. (vvi) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO each Class B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent 100% of the Class B Member’s Class B common units (100%together with the corresponding number of Class B Shares) of its PICO Membership Interests by delivering an Exchange Request to UCP. (i) Upon delivery to UCPthe Company, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP shall have received notice of such revocation no later than such fifth Business Day) unless PICO reimburses all out-of-pocket costs incurred by UCP or the Company with respect to such requested Exchange; provided, however, that PICO shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i)): (A) any registration statement pursuant to which the Class A Shares were to be registered for PICO at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO to have its Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP shall have disclosed to PICO any material non-public information concerning UCP, the receipt of which results in PICO being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP does not permit or make such disclosure); (E) the Commission shall have issued a stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO at or immediately following the Closing; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange of PICO Membership Interests for Class A Shares or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO to consummate the sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided further, however, that in no event shall PICO have controlled or intentionally influenced any facts, circumstances, or persons in connection therewith (except in the good faith performance such Person’s duties as an officer or director of UCP) in order to provide PICO with a basis for such delay or revocation.copy to Evolent Health, Inc. (ii) Each Exchange Request shall set forth the number of PICO Membership Interests PICO Class B common units (together with the corresponding number of Class B Shares) such Class B Member wishes to Exchange for Class A Shares at the applicable Closing. If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Membership Interests Class B common units to be exchanged Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Membership Interests Class B common units that PICO the Class B Member desires to have exchanged Exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Membership Interests exchanged Class B common units Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional PICO Membership Interests Class B common units to potentially to be exchanged Exchanged will be communicated to UCP Evolent Health, Inc. pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days five Business Days in advance of the applicable exchangeExchange and (z) Evolent Health, Inc. shall have no obligation to issue or deliver any Class A Shares in the event that the number of Class A Shares to be acquired upon exercise of such option is greater than the number of Class A Shares that is required by this Agreement to be delivered in the Exchange) and (B) the Closing of the exchange Exchange of any additional PICO Membership Interests Class B common units to fulfill a PICO Class B Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the such Class A Shares is to be made. (iii) PICO Each Class B Member shall represent in the Exchange Request that it such Class B Member owns or will own the PICO Membership Interests Class B common units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(d)(i) and Section 2.1(d)(ii2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Operating Agreement, and, if there are any Liens identified in the Exchange Request, PICO such Class B Member shall covenant that it such Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to UCP the Company that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, laws and this Agreement, or Agreement and the LLC Operating Agreement) have been released. (iv) Notwithstanding anything Upon delivery to the contrary hereinCompany, no exchange Exchange Request may be revoked less than three Business Days prior to the scheduled Closing of the applicable Exchange (and the Company shall have received notice of such revocation no later than such third Business Day) unless the Class B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by Evolent Health, Inc. or the Company with respect to such requested Exchange. (v) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such exchange Exchange would pose a material risk that the Company would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code; provided that an Exchange will not be prohibited on this basis so long as the Company continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under such Section 7704 of the Code. (vvi) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO each Series B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of its PICO the Series B Member’s Series B Membership Interests Interests, together with a corresponding number of Class B Shares, by delivering an Exchange Request to UCPHII. (iii) Upon delivery to UCPHII, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP HII shall have received notice of such revocation no later than such fifth Business Day) unless PICO the Series B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by UCP HII or the Company with respect to such requested Exchange; provided, however, that PICO a Series B Member that has delivered an Exchange Request shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii2.01(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i2.01(b)(i)): (A) any registration statement pursuant to which the Class A Shares were to be registered for PICO such Series B Member at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP HII shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP HII shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO such Series B Member to have its Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP HII shall have disclosed to PICO such Series B Member any material non-public information concerning UCPHII, the receipt of which results in PICO such Series B Member being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP HII does not permit or make such disclosure); (E) the Commission shall have issued a any stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO by such Series B Member at or immediately following the ClosingClosing shall have been issued by the Commission; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange Exchange of PICO Series B Membership Interests (together with the corresponding number of Class B Shares) for Class A Shares or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP HII shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO such Series B Member to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided further, however, that in no event shall PICO the Series B Member who is seeking to delay such Closing or revoke such Exchange Request and relying on any of the matters contemplated in clauses (A) through (I) above have controlled or intentionally influenced any facts, circumstances, or persons Persons in connection therewith (except in the good faith performance such Person’s of his or her duties as an officer or director of UCPHII) in order to provide PICO such Series B Member with a basis for such delay or revocation. (iiiii) Each Exchange Request shall set forth the number of PICO Series B Membership Interests PICO (together with the corresponding number of Class B Shares, which shall be determined pursuant to the Share Exchange Rate) such Series B Member wishes to Exchange for Class A Shares at the applicable Closing. If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Series B Membership Interests to be exchanged Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Series B Membership Interests that PICO the Series B Member desires to have exchanged Exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Series B Membership Interests exchanged Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional PICO Series B Membership Interests to potentially to be exchanged Exchanged will be communicated to UCP HII pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchangeExchange) and (B) the Closing of the exchange Exchange of any additional PICO Series B Membership Interests to fulfill a PICO Series B Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iiiiv) PICO Each Series B Member shall represent in the Exchange Request that it such Series B Member owns the PICO Series B Membership Interests and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(d)(i) and Section 2.1(d)(ii2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement, and, if there are any Liens identified in the Exchange Request, PICO such Series B Member shall covenant that it such Series B Member will deliver at the applicable Closing evidence reasonably satisfactory to UCP HII that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, laws and this Agreement, or Agreement and the LLC Agreement) have been released. (ivv) Notwithstanding anything to the contrary herein, no exchange No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such exchange Exchange would pose a material risk that the Company would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code. (vvi) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO may, at any time and each Principal may elect to Exchange from time to time, elect to Exchange time in one or more Exchanges up to one hundred percent (100%) of its PICO Membership Interests his Original Units by delivering an Exchange Request to UCPthe Corporation; provided that a Principal may not submit an Exchange Request in accordance with this Section 2.01 more than once in any given Fiscal Quarter, except as permitted by Section 2.01(a)(ii). (iii) Notwithstanding anything in Section 2.01(a)(i) to the contrary, (A) upon receipt by a Principal of an Acceleration Event Notice, such Principal may deliver an Exchange Request to the Corporation setting forth such Principal’s intent to Exchange some or all of his Class A Units (any such notice, an “Acceleration Event Exchange Notice”), and (B) the restrictions set forth in the proviso to Section 2.01(a)(i) shall not apply to any Exchange Request that is also an Acceleration Event Exchange Notice. Each of the parties hereto acknowledges and agrees that any Exchange Request made in an Acceleration Event Exchange Notice shall be conditioned upon the occurrence of the Acceleration Event described in the corresponding Acceleration Event Notice. (iii) Upon delivery to UCPthe Corporation, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP shall have received notice of such revocation no later than such fifth Business Day) unless PICO reimburses all out-of-pocket costs incurred by UCP or the Company with respect to such requested Exchangerevoked; provided, however, that, notwithstanding any other provision to the contrary contained herein, a Principal that PICO has delivered an Exchange Request (other than an Acceleration Event Exchange Notice) shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii2.01(a)(iii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i)2.01(b)(i): (A) any the registration statement pursuant to which the Class A Shares were to be registered for PICO by such Principal at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP the Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO such Principal to have its register his Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP Corporation shall have disclosed to PICO such Principal any material non-public information concerning UCPthe Corporation, the receipt of which results in PICO such Principal being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP the Corporation does not permit or make such disclosure); (E) the Commission shall have issued a any stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO by such Principal at or immediately following the ClosingClosing shall have been issued by the Commission; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange Exchange of PICO Membership Interests Class A Units for Class A Shares, the transfer of Class B Shares for cancellation or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO such Principal to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided furtherprovided, however, that in no event shall PICO the Principal who is seeking to delay such Closing or revoke such Exchange Request and relying on any of the matters contemplated in clauses (A) through (I) above have controlled or intentionally influenced any facts, circumstances, circumstances or persons Persons in connection therewith (except in the good faith performance such Person’s of his duties as an officer or director of UCPthe Corporation) in order to provide PICO such Principal with a basis for such delay or revocation; provided further, however, that, notwithstanding any other provision to the contrary contained herein, a Principal that has delivered an Exchange Request in an Acceleration Event Exchange Notice pursuant to Section 2.01(a)(ii) shall be entitled to revoke such Exchange Request if the Acceleration Event described in the applicable Acceleration Event Notice shall not have occurred by the 90th day following the delivery to such Principal of such Acceleration Event Notice. (iiiv) Each Exchange Request shall set forth the number of PICO Membership Interests PICO Class A Units such Principal wishes to Exchange for Class A Shares at the applicable Closing and the number of Class B Shares to be delivered for cancellation at the Closing (which shall be equal to the number of Class A Units to be Exchanged, subject to adjustment based on the Exchange Rate in effect at the applicable Closing). If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Membership Interests Class A Units to be exchanged Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Membership Interests Class A Units that PICO the Principal desires to have exchanged Exchanged only in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Membership Interests exchanged Class A Units Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional PICO Membership Interests Class A Units to potentially to be exchanged Exchanged will be communicated to UCP the Corporation pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchangeExchange) and (B) the Closing of the exchange Exchange of any additional PICO Membership Interests Class A Units to fulfill a PICO MemberPrincipal’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iiiv) PICO Each Principal shall represent in the Exchange Request that it such Principal owns the PICO Membership Interests Class A Units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(d)(i) and Section 2.1(d)(ii2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement, and, if there are any Liens identified in the Exchange Request, PICO such Principal shall covenant that it such Principal will deliver at the applicable Closing evidence reasonably satisfactory to UCP the Corporation that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, laws and this Agreement, or the LLC Agreement) have been released. (ivvi) Notwithstanding anything For purposes of this Agreement, the number of Original Units shall be adjusted accordingly from time to time upon the contrary hereinoccurrence of any subdivision (by any unit split, no exchange unit distribution, unit dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of the Class A Units. (vii) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the CompanyHoldings, such exchange Exchange would pose a material risk that the Company Holdings would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code. (vviii) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing. (ix) In addition to the foregoing provisions, each Principal hereby elects to Exchange the number of Class A Units indicated next to his name on Schedule A on the date hereof in connection with (but prior to the consummation of) the IPO (the “Initial Exchange”). Notwithstanding anything to contrary contained herein, no Exchange Request shall be required in connection with the Initial Exchange, and the Closing of the Initial Exchange shall be deemed to have occurred for all purposes of this Agreement immediately prior to the closing of the IPO, subject to receipt by the Corporation of the deliverables set forth in clauses (i), (ii) and (iii) of Section 2.01(d).

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO each Class B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent 100% of the Class B Member’s Class B common units (100%together with the corresponding number of Class B Shares) of its PICO Membership Interests by delivering an Exchange Request to UCP. (i) Upon delivery to UCPthe Company, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP shall have received notice of such revocation no later than such fifth Business Day) unless PICO reimburses all out-of-pocket costs incurred by UCP or the Company with respect to such requested Exchange; provided, however, that PICO shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i)): (A) any registration statement pursuant to which the Class A Shares were to be registered for PICO at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO to have its Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP shall have disclosed to PICO any material non-public information concerning UCP, the receipt of which results in PICO being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP does not permit or make such disclosure); (E) the Commission shall have issued a stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO at or immediately following the Closing; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange of PICO Membership Interests for Class A Shares or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO to consummate the sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided further, however, that in no event shall PICO have controlled or intentionally influenced any facts, circumstances, or persons in connection therewith (except in the good faith performance such Person’s duties as an officer or director of UCP) in order to provide PICO with a basis for such delay or revocation.copy to Evolent Health, Inc. (ii) Each Exchange Request shall set forth the number of PICO Membership Interests PICO Class B common units (together with the corresponding number of Class B Shares) such Class B Member wishes to Exchange for Class A Shares at the applicable Closing. If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Membership Interests to be exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Membership Interests that PICO desires to have exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Membership Interests exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the number of additional PICO Membership Interests potentially to be exchanged will be communicated to UCP pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchange) and (B) the Closing of the exchange of any additional PICO Membership Interests to fulfill a PICO Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iii) PICO Each Class B Member shall represent in the Exchange Request that it such Class B Member owns the PICO Membership Interests Class B common units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(d)(i) and Section 2.1(d)(ii2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Operating Agreement, and, if there are any Liens identified in the Exchange Request, PICO such Class B Member shall covenant that it such Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to UCP the Company that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, laws and this Agreement, or Agreement and the LLC Operating Agreement) have been released. (iv) Notwithstanding anything Upon delivery to the contrary hereinCompany, no exchange Exchange Request may be revoked less than three Business Days prior to the scheduled Closing of the applicable Exchange (and the Company shall have received notice of such revocation no later than such third Business Day) unless the Class B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by Evolent Health, Inc. or the Company with respect to such requested Exchange. (v) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such exchange Exchange would pose a material risk that the Company would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code; provided that an Exchange will not be prohibited on this basis so long as the Company continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under such Section 7704 of the Code. (vvi) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.

Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO each Series B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of its PICO or his Series B Membership Interests by delivering an Exchange Request to UCPWIND. (iii) Upon delivery to UCPWIND, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and UCP WIND shall have received notice of such revocation no later than such fifth 5th Business Day) unless PICO the Series B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by UCP WIND or the Company with respect to such requested Exchange; provided, however, that PICO a Series B Member that has delivered an Exchange Request shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.1(a)(ii2.01(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.1(b)(i)2.01(b)(i): (A) any registration statement pursuant to which the Class A Shares were to be registered for PICO such Series B Member at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) UCP WIND shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) UCP WIND shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of PICO such Series B Member to have its his Class A Shares registered at or immediately following the Closing; (D) at such time when a representative of PICO is not serving on the Board of Directors of UCP, UCP WIND shall have disclosed to PICO such Series B Member any material non-public information concerning UCPWIND, the receipt of which results in PICO such Series B Member being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and UCP WIND does not permit or make such disclosure); (E) the Commission shall have issued a any stop order relating to the registration statement pursuant to which the Class A Shares were to be registered on behalf of PICO by such Series B Member at or immediately following the ClosingClosing shall have been issued by the Commission; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the exchange Exchange of PICO Series B Membership Interests for Class A Shares, the transfer of Class B Shares for cancellation or the registration or sale of any Class A Shares pursuant to a registration statement; or (I) UCP WIND shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of PICO such Series B Member to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided furtherprovided, however, that in no event shall PICO the Series B Member who is seeking to delay such Closing or revoke such Exchange Request and relying on any of the matters contemplated in clauses (A) through (H) above have controlled or intentionally influenced any facts, circumstances, circumstances or persons Persons in connection therewith (except in the good faith performance such Person’s duties as an officer or director of UCP) in order to provide PICO such Series B Member with a basis for such delay or revocation. (iiiii) Each Exchange Request shall set forth the number of PICO Series B Membership Interests PICO such Series B Member wishes to Exchange for Class A Shares at the applicable Closing and the number of Class B Shares to be delivered for cancellation at the Closing (which shall be equal to the number of Series B Membership Interests to be Exchanged, subject to adjustment based on the Exchange Rate in effect at the applicable Closing). If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to PICO Series B Membership Interests to be exchanged Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional PICO Series B Membership Interests that PICO the Series B Member desires to have exchanged Exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional PICO Series B Membership Interests exchanged Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional PICO Series B Membership Interests to potentially to be exchanged Exchanged will be communicated to UCP WIND pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable exchangeExchange) and (B) the Closing of the exchange Exchange of any additional PICO Series B Membership Interests to fulfill a PICO Series B Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made. (iiiiv) PICO Each Series B Member shall represent in the Exchange Request that it such Series B Member owns the PICO Series B Membership Interests and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.1(d)(i2.01(d)(i) and Section 2.1(d)(ii2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement, and, if there are any Liens identified in the Exchange Request, PICO such Series B Member shall covenant that it such Series B Member will deliver at the applicable Closing evidence reasonably satisfactory to UCP WIND that all such Liens (other than transfer restrictions imposed by or under applicable securities laws, laws and this Agreement, or Agreement and the LLC Agreement) have been released. (ivv) Notwithstanding anything to the contrary herein, no exchange No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such exchange Exchange would pose a material risk that the Company would be taxable as a corporation as a result of being characterized as a “publicly traded partnership” as defined in Section 7704 of the Code. (vvi) Each exchange Exchange pursuant to this Section 2.1(a2.01(a) shall be at the Exchange Rate and Share Exchange Rate in effect at the applicable Closing.