CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 30, 2019, is among EVOLENT HEALTH, INC., a Delaware corporation (“Parent”), EVOLENT HEALTH LLC, a Delaware limited liability company (the “Borrower”), its Subsidiaries signatory hereto as...Credit Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services • New York
EVOLENT HEALTH, INC. FORM OF WARRANT _____________ Shares of Class A Common StockWarrant • December 31st, 2019 • Evolent Health, Inc. • Services-management services • Delaware
This WARRANT (this “Warrant”) of EVOLENT HEALTH, INC., a Delaware corporation (the “Company”), is being executed and delivered in connection with that certain Credit Agreement, dated as of December 30, 2019 (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and among the Company, _______________, a ____________ (the “Holder”), and the other parties thereto, and is for the purchase of shares of the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. Any capitalized terms used herein without definition shall have the meanings specified in Section 1 below.
GUARANTEE AGREEMENTGuarantee Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services • New York
GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 30, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent and collateral agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) acting pursuant to this Guarantee for the benefit of the Secured Parties.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services
This First Amendment to the Asset Purchase Agreement (“Amendment”), dated as of December 30, 2019, is entered into by and among University Health Care, Inc., d/b/a Passport Health Plan, a Kentucky nonprofit corporation (“Passport”), Passport Health Solutions, LLC, a Kentucky nonprofit limited liability company (“PHS I,” and together with Passport, the “Seller”), Justify Holdings, Inc., a Kentucky corporation (“Buyer”), and Evolent Health, Inc. (“Evolent”).
SECURITY AGREEMENTSecurity Agreement • December 31st, 2019 • Evolent Health, Inc. • Services-management services • New York
SECURITY AGREEMENT, dated as of December 30, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of ARES CAPITAL CORPORATION, a Maryland corporation, as administrative agent and collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) acting pursuant to this Agreement for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
