PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among WINDROSE HEALTH INVESTORS III, L.P., VITAL DECISIONS ACQUISITION, LLC, EVOLENT HEALTH, INC., EVOLENT HEALTH LLC, EV THUNDER MERGER SUB, LLC, and THE REPRESENTATIVE NAMED HEREIN August 2,...Purchase Agreement and Agreement and Plan of Merger • August 4th, 2021 • Evolent Health, Inc. • Services-management services • Delaware
This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 2, 2021, by and among Windrose Health Investors III, L.P., a Delaware limited partnership (the “Seller”), Vital Decisions Acquisition, LLC, a Delaware limited liability company (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”), EV Thunder Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Buyer (“Merger Sub,” and together with the Company, the “Constituent Companies”), and WindRose Health Investors, 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.
