EVOLENT HEALTH, INC. [●] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • New York
Evolent Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares and together with the shares of Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock”) are referred to herein as the “Stock”. Immediately prior to the Closing Date (as defined herein), the Company will complete a reorganiza
FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND THE STOCKHOLDERS PARTY HERETOStockholders Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 2015, is made by and among:
FORM OF INCOME TAX RECEIVABLES AGREEMENT ARTICLE I DEFINITIONSIncome Tax Receivables Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • New York
This INCOME TAX RECEIVABLES AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2015 is hereby entered into by and among Evolent Health, Inc., a Delaware corporation (the “Corporation”), Evolent Health LLC, a Delaware limited liability company (the “LLC”), TPG Eagle Holdings, L.P., a Delaware limited partnership (“TPG Eagle”), Ptolemy Capital, LLC, a Delaware limited liability company (“Ptolemy”), The Advisory Board Company, a Delaware corporation (“ABCO”, and together with TPG Eagle and Ptolemy, the “Members”), UPMC, a Pennsylvania nonprofit corporation (“UPMC”), TPG Growth II BDH, L.P., a Delaware limited partnership (“TPG BDH”), Premier Health Partners, an Ohio corporation (“Premier”), Oxeon Partners, LLC, a Delaware limited liability company (“Oxeon”), and Medstar Health, Inc., a Maryland corporation (“Medstar”, together with Premier and Oxeon, the “Customers”, and together with the Members, UPMC, and TPG BDH, the “Participants”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2015, between Evolent Health, Inc., a Delaware corporation (the “Company,” which term shall include where appropriate, any Subsidiary or any other Affiliated Person (as hereinafter defined) thereof), and [ ] (“Indemnitee”).
FORM OF THIRD AMENDED AND RESTATED OPERATING AGREEMENT of EVOLENT HEALTH LLC Dated as of [ ], 2015Operating Agreement • May 26th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Evolent Health LLC, a Delaware limited liability company ( the “Company”), dated as of , 2015 is adopted, executed and agreed to, for good and valuable consideration, by Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), TPG Eagle Holdings, L.P., a Delaware limited partnership (“TPG”), The Advisory Board Company, a Delaware corporation (“The Advisory Board”), and Ptolemy Capital, LLC, a Delaware limited liability company (“Ptolemy”), as Members. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
