REGISTRATION RIGHTS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND CERTAIN STOCKHOLDERS DATED AS OF JUNE 4, 2015Registration Rights Agreement • June 10th, 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 June 4, 2015, is made by and among:
INCOME TAX RECEIVABLES AGREEMENTIncome Tax Receivables Agreement • June 10th, 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 June 4, 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”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT of EVOLENT HEALTH LLC Dated as of June 4, 2015Operating Agreement • June 10th, 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 June 4, 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.
EXCHANGE AGREEMENT among EVOLENT HEALTH, INC. EVOLENT HEALTH LLC and THE CLASS B MEMBERS OF EVOLENT HEALTH LLC Dated as of June 4, 2015Exchange Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • New York
EXCHANGE AGREEMENT, dated as of June 4, 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.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE EVOLENT HEALTH, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , 2015 (the “Grant Date”), between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and .Restricted Stock Unit Award Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), as set forth in Section 3 of this Award Agreement.
EVOLENT HEALTH, INC. 11,500,000 Shares of Class A Common Stock Underwriting AgreementEvolent Health, Inc. • June 10th, 2015 • 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 11,500,000 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 1,725,000 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
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE EVOLENT HEALTH, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of June , 2015 between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and .Restricted Stock Unit Award Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (this “Award”) that are subject to the terms and conditions specified herein (each such restricted stock unit, an “RSU”) and that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, shares of the Company’s Class A Common Stock, $0.01 par value (each, a “Share”), as set forth in Section 3 of this Award Agreement.
STOCKHOLDERS AGREEMENT BY AND AMONG EVOLENT HEALTH, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE 4, 2015Stockholders Agreement • June 10th, 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 June 4, 2015, is made by and among:
OPTION AWARD AGREEMENT UNDER THE EVOLENT HEALTH, INC. 2015 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , 2015, between EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), and .Option Award Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase shares (this “Award”) of the Company’s Class A Common Stock, $0.01 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $ per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
EVOLENT HEALTH HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 10th, 2015 • Evolent Health, Inc. • Services-management services
Evolent Health Holdings, Inc. (the “Company”), hereby grants the following Non-Qualified Stock Option (the “Option”) pursuant to its 2011 Equity Incentive Plan (the “Plan”).
