EVOLENT HEALTH, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 5, 2016 2.00% Convertible Senior Notes due 2021Indenture • December 5th, 2016 • Evolent Health, Inc. • Services-management services • New York
INDENTURE dated as of December 5, 2016 between EVOLENT HEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EVOLENT HEALTH, INC. Purchase AgreementEvolent Health, Inc. • December 5th, 2016 • Services-management services • New York
Evolent Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $110.0 million principal amount of its 2.00% Convertible Senior Notes due 2021 (the “Firm Securities”) and, at the option of the Initial Purchasers, up to an additional $15.0 million principal amount of its 2.00% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 2.00% Convertible Senior Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into shares (the “Underlying Securities”) of Class A common stock of the Company, par value $0.01 per share (the “Class A Common Stock”). The Securit
