EVOLENT HEALTH, INC. 7,500,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 14th, 2016 • Evolent Health, Inc. • Services-management services • New York
In connection with the offering contemplated by this underwriting agreement (this “Agreement”), the Class A Common Stock to be sold by each Selling Stockholder (i) is currently held directly by such Selling Stockholder, (ii) will be issued by the Company to such Selling Stockholder upon exchange (the “Exchange”) of Class B common units (each, a “Class B LLC Unit”) of Evolent Health LLC, a Delaware limited liability company (“Evolent Health”), held by such Selling Stockholder at a ratio of one Class B LLC Unit, together with one share of Class B Common Stock, for one share of Class A Common Stock of the Company, pursuant to the terms of the Third Amended and Restated Operating Agreement of Evolent Health (the “Evolent Health LLC Agreement”) dated June 4, 2015, by and among the Company, Evolent Health and the other parties named therein and the terms of the Exchange Agreement (the “Exchange Agreement”) dated as of June 4, 2015, by and among the Company, Evolent Health, and the other part
