AGREEMENT AND PLAN OF MERGER by and among NCIS HOLDINGS, INC., EVOLENT HEALTH, INC., EVOLENT HEALTH LLC, ELEMENT MERGER SUB, INC., and THE REPRESENTATIVE NAMED HEREINAgreement and Plan of Merger • September 12th, 2018 • Evolent Health, Inc. • Services-management services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of September 7, 2018, by and among NCIS Holdings, Inc., a Delaware corporation (the “Company”), Evolent Health, Inc., a Delaware corporation (“Parent”), Evolent Health LLC, a Delaware limited liability company (“Buyer” and together with Parent, the “Evolent Entities”), Element Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub,” and together with the Company, the “Constituent Corporations”), and New Century Investment, LLC, a Delaware limited liability company, solely in its capacity as representative as set forth in this Agreement (the “Representative”). Unless otherwise defined herein, capitalized terms used herein are defined in Exhibit A attached hereto.
