CREDIT AGREEMENT by and among EVOLENT HEALTH LLC, as Administrative Borrower, ENDZONE MERGER SUB, INC., as Initial Borrower which upon consummation of the TPG Acquisition will be merged with and into TPG GROWTH ICEMAN PARENT, INC., as TPG and, upon...Credit Agreement • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • New York
THIS CREDIT AGREEMENT, dated as of August 1, 2022, is among EVOLENT HEALTH, INC., a Delaware corporation (“Parent”), EVOLENT HEALTH LLC, a Delaware limited liability company (“Evolent”), ENDZONE MERGER SUB, INC., a Delaware corporation (“Endzone” or “Initial Borrower”), which upon consummation of the TPG Acquisition (as defined herein) will be merged with and into TPG GROWTH ICEMAN PARENT, INC., a Delaware corporation “TPG”), PROVIDER GROUP, INC., a Delaware corporation (“Implantable”, collectively with Evolent, Endzone and TPG, the “Borrowers” and each a “Borrower”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and ACF FINC
GUARANTEE AGREEMENTGuarantee Agreement • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • New York
GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 1, 2022, 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 for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and ACF FINCO I LP, a Delaware limited partnership (“ACF”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) and as revolver agent for the Revolving Lenders (in such capacity, together with its successors and assigns in such capacity, the “Revolver Agent”, and together with the Administrative Agent and Collateral Agent, the “Agents”), acting pursuant to this Guarantee for the benefit of the Secured Parties.
AGREEMENT AND PLAN OF MERGER BY AND AMONG EVOLENT HEALTH, INC., EVOLENT HEALTH, LLC, ENDZONE MERGER SUB, INC., TPG GROWTH ICEMAN PARENT, INC. AND THE SELLERS’ REPRESENTATIVE DATED AS OF JUNE 24, 2022Agreement and Plan of Merger • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 24, 2022, by and among Evolent Health, Inc., a Delaware corporation (“Parent”), Evolent Health LLC, a Delaware limited liability company (“Purchaser” and together with Parent, the “Evolent Entities”), Endzone Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), TPG Growth Iceman Parent, Inc., a Delaware corporation (the “Company”), and TPG Growth V Iceman, L.P., solely in its capacity as the Sellers’ Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article 1.
SECURITY AGREEMENTSecurity Agreement • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • New York
SECURITY AGREEMENT, dated as of August 1, 2022, 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 ACF FINCO I LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) acting pursuant to this Agreement for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2022 • Evolent Health, Inc. • Services-management services • Delaware
This Registration Rights Agreement (this “Agreement”), is dated as of August 1, 2022, by and between Evolent Health, Inc., a Delaware corporation (the “Company”), TPG Growth V Iceman, L.P., a Delaware limited partnership (the “TPG Holder”) and the individuals set forth on Schedule I hereto (together with the TPG Holder, each a “Holder” and collectively, the “Holders”).
