FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2015Registration Rights Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2015, is made by and among:
FIRST AMENDMENT TO DEED OF LEASEDeed of Lease • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York
power, 1.5 watts per usf of lighting and 1 person per 143 usf. Supplemental HVAC systems can be accommodated for tenant flexibility.
FORM OF EXCHANGE AGREEMENT among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of [ ], 2015Exchange Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • New York
EXCHANGE AGREEMENT, dated as of [ ], 2015 (this “Agreement”), among Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), Evolent Health LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Class B common units in the Company listed on Exhibit A hereto (collectively, the “Class B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
DEED OF LEASELease Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services
THIS DEED OF LEASE (the “Lease”) is made and entered into this 31 day of July, 2012, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO DEED OF LEASEDeed of Lease • May 5th, 2015 • Evolent Health, Inc. • Services-management services
THIS SECOND AMENDMENT TO DEED OF LEASE (“Second Amendment”) is made as of April 1, 2014, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH LLC, a Delaware limited liability company (“Tenant”) as successor in interest to Evolent Health, Inc. (“Original Tenant”).
CONSULTING AGREEMENTConsulting Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Virginia
This CONSULTING AGREEMENT (this “Agreement”) made this 12th day of March, 2014, is entered into by and between EVOLENT HEALTH, LLC, a Delaware limited liability company (the “Company”) and NCP, INC., a New Hampshire corporation (the “Consultant”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES AGREEMENT BETWEEN UPMC AND EVOLENT HEALTH, INC. EFFECTIVE FROM JUNE 27, 2013Intellectual Property License and Development Services Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC, a Pennsylvania nonprofit corporation (“UPMC”), and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF EVOLENT HEALTH LLC a Delaware limited liability company as of January 6, 2014Operating Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Evolent Health LLC, a Delaware limited liability company (“the Company”), is entered into as of January 6, 2014 (the “Effective Date”), by the Persons listed on Exhibit A under the caption “Common Members” (each, a “Common Member” and collectively the “Common Members”) and the Persons listed under the caption “Series A Preferred Members” (each, a “Series A Preferred Member,” and collectively the “Series A Preferred Members”) the Persons listed under the caption “Series B Preferred Members” (each, a “Series B Preferred Member,” collectively the “Series B Preferred Members”) and the Persons listed under the caption “Series B-1 Preferred Member” (each, a “Series B-1 Preferred Member” and collectively, the “Series B-1 Preferred Members,” and together with the Common Members, the Series A Preferred Members and the Series B Preferred Members, the “Members”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DATA ACCESS AGREEMENTIntellectual Property License and Data Access Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DATA ACCESS AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013, by and between The Advisory Board Company, a Delaware corporation (“ABCO”), and Evolent Health, Inc. (f/k/a VPHealth, Inc.), a Delaware corporation (“Evolent”) (each, a “Party”, and collectively, the “Parties”).
AMENDED AND RESTATED HEALTHPLANET TECHNOLOGY LICENSE AGREEMENT BETWEEN UPMC AND EVOLENT HEALTH, INC. EFFECTIVE FROM JUNE 27, 2013Health Technology License Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED HEALTHPLANET TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC, a Pennsylvania nonprofit corporation (“UPMC”), and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).
EVOLENT HEALTH HOLDINGS, INC AND EVOLENT HEALTH LLC AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENTMaster Investors’ Rights Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 6, 2014 (“Effective Date”), by and among Evolent Health Holdings, Inc., a Delaware corporation, (the “Corporation”), Evolent Health LLC (the “LLC”), and together with the Corporation, the “Companies”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders of the Corporation listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Series B Purchase Agreement) that become a party to this Agreement in accordance with Section 14.7 hereof.
FIRST AMENDMENT TO THE AMENDED AND RESTATED SERVICES, RESELLER AND NON- COMPETITION AGREEMENTServices, Reseller and Non-Competition Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This First Amendment (the “Amendment”) to the Amended and Restated Services, Reseller and Non-Competition Agreement (the “Agreement”) is made and entered into this 1st day of May, 2015 (the “Amendment Effective Date”) by and between The Advisory Board Company, a Delaware Corporation (“ABCO”) and Evolent Health LLC, a Delaware Limited Liability Company and successor- in- interest to Evolent Health, Inc. (“Evolent”) (each a “Party” and collectively the “Parties”).
AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENTServices, Reseller and Non-Competition Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporation (“ABCO”), and Evolent Health, Inc. (f/k/a VPHealth, Inc.), a Delaware corporation (“Evolent”), (each, a “Party”, and collectively, the “Parties”).
SECOND AMENDED AND RESTATED RESELLER, SERVICES AND NON-COMPETITION AGREEMENT BETWEEN UPMC HEALTH PLAN, INC. AND EVOLENT HEALTH, INC. EFFECTIVE FROM JUNE 27, 2013Reseller, Services and Non-Competition Agreement • May 5th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS SECOND AMENDED AND RESTATED RESELLER, SERVICES, AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“UPMC”) and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).
