S-1

As filed with the Securities and Exchange Commission on May 4, 2015.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Evolent Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	8090	32-0454912
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

800 N. Glebe Road, Suite 500

Arlington, VA 22203

(571) 389-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Frank Williams

Chief Executive Officer

Evolent Health, Inc.

800 N. Glebe Road, Suite 500

Arlington, VA 22203

(571) 389-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

William V. Fogg Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Jonathan Weinberg General Counsel Evolent Health, Inc. 800 N. Glebe Road, Suite 500 Arlington, VA 22203 (571) 389-6000 Richard D. Truesdell, Jr. Sophia Hudson Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum   aggregate offering price(1)	Amount of registration fee
Class A Common Stock, par value $0.01 per share	$100,000,000	$11,620

⁽¹⁾  Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of additional shares of Class A common stock that the underwriters may purchase pursuant to an over-allotment option.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated May 4, 2015

            shares

Evolent Health, Inc.

Class A common stock

We are selling                 shares of our Class A common stock. This is our initial public offering and no public market exists for our Class A common stock. We anticipate that the initial public offering price of our Class A common stock will be between $         and $         per share. We intend to list our Class A common stock on the New York Stock Exchange under the symbol “EVH”. We have not yet filed an application to have our Class A common stock approved for listing. We intend to file such application following the filing of this registration statement.

We will be a holding company and our principal asset will be our Class A common units in Evolent Health LLC. Immediately following this offering, the holders of our Class A common stock will collectively own 100% of the economic interests in Evolent Health, Inc. and have     % of the voting power of Evolent Health, Inc. The other owners of Evolent Health LLC will have the remaining     % of the voting power of Evolent Health, Inc. through ownership of our Class B common stock.

We have granted the underwriters an over-allotment option to purchase an additional                 shares of Class A common stock.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act, and will therefore be subject to reduced reporting requirements.

Investing in our Class A common stock involves risks. See “Risk factors” beginning on page 19.

	Price to public	Underwriting discounts and commissions*	Proceeds to us, before expenses
Per Share	$	$	$
Total	$	$	$

* We have also agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting” for a description of all compensation payable to the underwriters.

The underwriters expect to deliver the shares to purchasers on or about                     , 2015 through the book-entry facilities of The Depository Trust Company.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

J.P. Morgan Goldman, Sachs & Co.

The date of this prospectus is                     , 2015.

Table of contents

	Page
Prospectus summary		1
Risk factors		19
Special note regarding forward-looking statements		48
The reorganization of our corporate structure		50
Use of proceeds		59
Dividend policy		60
Capitalization		61
Dilution		63
Unaudited pro forma consolidated financial information		65
Selected historical financial and operational data		73
Management’s discussion and analysis of financial condition and results of operations		76
Business		94
Management		112
Executive compensation		119
Certain relationships and related transactions		132
Principal stockholders		138
Description of capital stock		140
U.S. federal income and estate tax considerations for non-U.S. holders of Class A common stock		147
Shares eligible for future sale		151
Underwriting		154
Legal matters		161
Experts		161
Where you can find more information		161
Index to financial statements		F-1

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

Until                     , 2015, all dealers that buy, sell or trade our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Basis of presentation

In this prospectus, unless the context otherwise requires, the “company”, “we”, “us” and “our” refer to (1) prior to the completion of the offering reorganization described under “The reorganization of our corporate structure”, Evolent Health Holdings, Inc. (including its operating subsidiary, Evolent Health LLC), and (2) after giving effect to such reorganization, Evolent Health, Inc. and its consolidated subsidiary, Evolent Health LLC. Evolent Health LLC has owned all of our operating assets and substantially all of our business since inception. The financial statements of Evolent Health Holdings, Inc. included elsewhere in this prospectus reflect the consolidated results, including Evolent Health LLC, through September 23, 2013, and reflect the results of Evolent Health LLC as an equity method investment subsequent to such date due to a deconsolidation that occurred as a result of a round of equity financing. Accordingly, we have included the historical financial statements of both Evolent Health LLC and Evolent Health Holdings, Inc. in this prospectus in order to provide a consistent presentation for the periods before and after September 23, 2013. The financial results of Evolent Health LLC will be consolidated in the financial statements of Evolent Health, Inc. following this offering. We have not included the historical financial statements of Evolent Health, Inc. in this prospectus because Evolent Health, Inc. has engaged to date only in activities in contemplation of this offering and has no operations or assets. Following the completion of this offering, Evolent Health, Inc. will be a holding company and its principal asset will be all of the Class A common units in Evolent Health LLC. Accordingly, following the completion of this offering, we intend to include the financial statements of Evolent Health, Inc. in our periodic reports and other filings as required by applicable law and the rules and regulations of the Securities and Exchange Commission, or SEC. See “Management’s discussion and analysis of financial condition and results of operations—Basis of presentation” for more information.

This prospectus also includes unaudited consolidated pro forma financial information in order to reflect, on a pro forma basis, the impact of the offering reorganization and as further adjusted for this offering, on the historical financial information of Evolent Health Holdings, Inc. The unaudited pro forma consolidated financial information also reflects certain purchase accounting adjustments. See “Unaudited pro forma consolidated financial information”.

This prospectus contains references to fiscal 2014, fiscal 2013 and fiscal 2012, which represent our fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. As used in this prospectus:

• “accountable care organizations”, or “ACOs”, means organizations of groups of doctors, hospitals and other health care providers which have come together voluntarily to provide coordinated care to their Medicare patients;

• “capitated arrangements” means healthcare payment arrangements whereby providers are paid a fixed amount of money per patient during a given period time rather than on per-service or per-procedure basis;

• “founders” means The Advisory Board Company, which we refer to as The Advisory Board, and UPMC (University of Pittsburgh Medical Center);

• “GAAP” means U.S. generally accepted accounting principles;

• “health insurance exchanges” means organizations that provide a marketplace for individuals to purchase standardized and government-regulated health insurance policies;

• the “offering reorganization” means the reorganization transactions that are described under “The reorganization of our corporate structure”;

• “partners” means our customers, unless we indicate or the context otherwise implies;

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• “pharmacy benefit management”, or “PBM”, means the administration of prescription drug programs, including developing and maintaining a list of medications that are approved to be prescribed, contracting with pharmacies, negotiating discounts and rebates with drug manufacturers and processing prescription drug claim payments;

• “population health” means an approach to healthcare that seeks to improve the health of an entire human population;

• “third party administration”, or “TPA”, means the processing of insurance claims or the administration of certain aspects of employee benefit plans for a separate entity;

• “TPG” means TPG Global, LLC and its affiliates and the “TPG Funds” means one or both of TPG Growth II BDH, L.P. and TPG Eagle Holdings, L.P.; and

• “value-based care” means a healthcare management strategy that is focused on high-quality and cost-effective care with the goals of promoting a healthy lifestyle, enhancing the patient experience and reducing preventable hospital admissions and emergency visits.

Market data and industry forecasts and projections

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the section entitled “Business”. We have obtained the market data from certain publicly available sources of information, including publicly available independent industry publications and other third-party sources. Unless otherwise indicated, statements in this prospectus concerning our industry and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size, growth and share, are based on information from independent industry organizations and other third-party sources (including industry publications, surveys and forecasts), data from our internal research and management estimates. Forecasts are based on industry surveys and the preparer’s expertise in the industry and there is no assurance that any of the forecasted amounts will be achieved. We believe the data that third parties have compiled is reliable, but we have not independently verified the accuracy of this information (other than information provided by our affiliates). Any forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. While we are not aware of any misstatements regarding the industry data presented herein, forecasts, assumptions, expectations, beliefs, estimates and projections involve risks and uncertainties and are subject to change based on various factors, including those described under the headings “Special note regarding forward-looking statements” and “Risk factors”.

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Prospectus summary

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including the sections entitled “Risk factors”, “Unaudited pro forma consolidated financial information” and “Management’s discussion and analysis of financial condition and results of operations” and the audited annual financial statements and notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus.

Company overview

We are a market leader and a pioneer in the new era of healthcare delivery and payment, in which leading health systems and physician organizations, which we refer to as providers, are taking on increasing clinical and financial responsibility for the populations they serve. Our purpose-built platform, powered by our technology, proprietary processes and integrated services, enables providers to migrate their economic orientation from fee-for-service, or FFS, reimbursement to payment models that reward high-quality and cost-effective care, or value-based payment models. By partnering with providers to accelerate their path to value-based care, we enable our provider partners to expand their market opportunity, diversify their revenue streams, grow market share and improve the quality of the care they provide.

We consider value-based care to be the necessary convergence of healthcare payment and delivery. We believe the pace of this convergence is accelerating, driven by price pressure in traditional FFS healthcare, a regulatory environment that is incentivizing value-based care models, a rapid expansion of retail insurance driven by the emergence of the health insurance exchanges and innovation in data and technology. We believe providers are positioned to lead this transition to value-based care because of their control over large portions of healthcare delivery costs, their primary position with consumers and their strong local brand.

Today, increasing numbers of providers are adopting value-based strategies, including contracting for capitated arrangements with existing insurance companies, governmental payers or large self-funded employers and managing their own captive health plans. Through value-based care, providers are in the early stages of transforming their role in healthcare as they attempt to defend their existing position and capture a greater portion of the more than $2 trillion in annual health insurance expenditures. While approximately 10% of healthcare payments are paid through value-based care programs today, including through models created by systems like UPMC, Kaiser Permanente and Intermountain Healthcare, it is estimated that this number will grow to over 50% by 2020. There were 120 provider-owned health plans as of 2010 and this number continues to grow. The number of ACOs constructed to manage capitated or value-based arrangements with existing insurance companies or government payers grew to 742 by the end of 2014.

We believe the transformation of the provider business model will require a set of core capabilities, including the ability to aggregate and understand disparate clinical and financial data, standardize and integrate technology into care processes, manage population health and build a financial and administrative infrastructure that capitalizes on the clinical and financial value it delivers. We provide an end-to-end, built-for-purpose, technology-enabled services platform for providers to transition their organization and business model to succeed in value-based payment models. The core elements of our platform include:

• Identifi^®, our technology platform;

• an integrated technology, proprietary process and clinical services model;

• long-term, embedded and aligned partnerships with health systems;

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• integration into provider clinical processes; and

• a payer-agnostic position that allows a single point of integration between payers and the provider community.

We believe we are pioneers in enabling health systems to succeed in value-based payment models. We were founded in 2011 by members of our management team, UPMC, an integrated delivery system based in Pittsburgh, Pennsylvania, and The Advisory Board, to enable providers to pursue a value-based business model and evolve their competitive position and market opportunity. Our mission, technology and services were developed with UPMC, which operates the nation’s largest provider-owned health plan after Kaiser Permanente, and The Advisory Board, whose best practice research and technology solutions were available to a membership base of over 3,900 hospitals and providers as of March 2015.

We have developed what we believe is a unique partner development model. Most partner relationships begin with our transformation services, during which a partner engages us to develop a customized value-based care execution plan. This allows us to define the opportunity for our partners and embed our technology and processes while building confidence and trust that we are the best long-term infrastructure partner for the provider’s value-based care strategy. We then transition our partner to our platform and operations phase, which is governed by a long-term contract. We incur significant expenses in securing new partner relationships, and, in fiscal 2014, our business development expenses represented approximately 10% of our total revenues. To date, we have secured ten long-term contracts representing over $             million in future total contract value from our platform and operations revenue based on current pricing and membership as of April 30, 2015, with additional upside as current partners grow and expand the membership in their value-based care offerings. Although the revenue from these long-term contracts is not guaranteed because certain of these contracts are terminable for convenience by our partners after a specified period of time, certain partners would be required to pay us a termination fee in certain circumstances.

We believe our business model provides strong visibility and aligns our partners’ incentives with our own. A large portion of our revenue is derived from our multi-year contracts, which are linked to the number of members that our partners are managing under a value-based care arrangement. This variable pricing model depends on the number of services and technology applications that our partners utilize to advance their value-based care strategies and the number of members they are able to attract over time. We expect to grow with current partners as they increase membership in their existing value-based programs, through expanding the number of services we provide to our existing partners and by adding new partners.

We believe we are in the early stages of capitalizing on these long-term aligned partnerships. Our health system partners’ current value-based care arrangements represent less than 10% of the health system partners’ total revenue each year. We believe the proportion of value-based care related revenues to total health system revenues will continue to grow, driven by continued price pressure in FFS, new government payment programs, growth in consumer-focused insurance programs, such as Medicare Advantage and the health insurance exchanges, and innovation in data and technology.

Our business model benefits from scale, as we leverage our purpose-built technology platform and centralized resources in conjunction with the growth of our partners’ membership base. These resources include technology development, clinical analytics and network development. While our absolute investment in our centralized resources will increase over time, we expect it will decrease as a percentage of revenue as we are able to scale this investment across a broader group of partners.

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The value we deliver to providers has translated into strong growth, as evidenced by Evolent Health LLC’s revenue increasing from $40.3 million for fiscal 2013 to $100.9 million for fiscal 2014. For fiscal 2014, Evolent Health LLC’s net loss was $52.3 million and Evolent Health LLC’s Adjusted EBITDA was approximately $(37.7) million. See “—Summary financial and operational data” for our definition of Adjusted EBITDA, why we present Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss. Evolent Health LLC also incurred net losses of $32.8 million and $19.3 million for fiscal 2013 and fiscal 2012, respectively.

Our market opportunity

In 2014, healthcare spending in the United States is projected to be more than $3 trillion, of which we estimate $1 trillion to be waste. We believe that a fundamental shift to value-based care can address this $1 trillion opportunity. We believe that for the U.S. healthcare system to shift to a value-based care delivery model, providers must be an empowered part of the solution. Our comprehensive technology and services platform enables providers to capitalize on this transition, which we believe will position us to be at the forefront of the transformation to value-based care.

We believe our total market opportunity is over $10 billion today based on health insurance expenditures, the total percentage of payments providers receive under value-based contracting, the size of the provider-sponsored health plan market and the fees we believe we can charge. We believe this opportunity will grow to over $46 billion by 2020 driven by health insurance expenditures increasing from approximately $2.1 trillion in 2013 to approximately $3.2 trillion in 2020, the total percentage of payments providers receive under value-based care models growing from 10% to 50%, and the provider-sponsored health plan market representing 15% of total health plan membership.

Our solution

We provide an end-to-end, built-for-purpose, technology-enabled services platform for providers to succeed in value-based payment models.

Our long-term partnerships begin with a system transformation process called the Blueprint, where we work with a provider’s board of directors and senior management to assess their ability to succeed in value-based payment models. This process acts as a channel for long-term partnerships, as a significant portion of providers that make an investment in a Blueprint continue to partner with us for our proprietary processes and integrated services, which we refer to as our Value-Based Operations.

Once our platform is integrated into the clinical and financial systems of our provider partners through the Blueprint and implementation phase, our Value-Based Operations, including our technology-enabled services platform, support the execution and administration of a provider’s value-based care models on an ongoing basis. Value-Based Operations include Identifi^®, our technology backbone, Population Health Services to enable provider-led management of the population and Financial and Administrative Management to measure performance and administer and capture the value of improved care.

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Supporting multiple value-based care models

Our platform was built to support a diverse set of provider value-based care strategies. It provides the core technology and services necessary for all models pursued by providers.

Providers partner with us on at least one of three types of value-based contracting models, with most supporting at least the Direct to Employer model and one additional type of contracting arrangement.

• Direct to Employer:    Manage costs for self-funded employers including a health system’s own employees

• Payer contracts:    Value-based contracts with third-party payers (including commercial insurers and the government) that include a full spectrum of risk for bundled payments, pay for performance to full capitation

• Health plan:    Launching a provider-owned health plan allows providers to control all of the healthcare insurance premiums, or premium dollars, across multiple populations, including commercial, Medicare and Medicaid

Our partners benefit from a single platform that enables them to utilize our core suite of ongoing solutions, regardless of the size or type of value-based care models they are pursuing. Our platform grows through health systems increasing membership in their existing value-based care payment model, as well as their pursuit of additional payer contracts and health plans.

Identifi^®

Identifi^® is our proprietary technology platform that aggregates and analyzes data, manages care workflows and engages patients. Identifi^® links our processes with those of our provider partners and other third parties in order to create a connected clinical delivery ecosystem, stratify patient populations, standardize clinical work flows and enable high-quality, cost-effective care. The configurable nature and broad capabilities of Identifi^® help enhance the benefits our partners receive from our Value-Based Operations and increase the effectiveness of our partners’ existing technology architecture. Highlights of the capabilities of Identifi^® include the following:

• data and integration services;

• clinical and business content;

• electronic medical records, or EMR, optimization; and

• a suite of cloud-based applications.

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Value-Based Operations

Our Value-Based Operations are empowered and supported by Identifi^®. Other elements include:

Delivery network alignment.    We help our partners build the capabilities that are required to develop and maintain a coordinated and financially-aligned provider network that can deliver high-quality care necessary for value-based contracts.

Population Health Performance.    Population Health Performance is an integrated suite of technology-enabled solutions that supports the delivery of quality care in an environment where a provider’s need to manage health has significantly expanded.

Financial and administrative management.    We help providers assemble the complete infrastructure required to operate, manage and capitalize on a variety of value-based payment arrangements.

We integrate change management processes and ongoing physician-led transformation into all value-based services to build engagement, integration and alignment within our partners in order to successfully deliver value-based care and sustain performance. We have standardized the processes described above and are able to leverage our expertise across our entire partner base. Through the technological and clinical integration we achieve, our solutions are delivered as ingrained components of our partner’s core operations rather than add-on solutions.

Centralized infrastructure

Our solution was built to provide operating leverage that benefits from our continued growth. We leverage our purpose-built technology platform and centralized resources in conjunction with the growth in our partners’ membership base. Our centralized resources and technologies include our network development capabilities, PBM administration, technology infrastructure and data analytics.

Competitive strengths

We believe we are well-positioned to benefit from the transformations occurring in healthcare payment and delivery described above. We believe this new environment that rewards the better use of information to drive patient outcomes aligns with our platform, recent investments and other competitive strengths.

Early innovator

We believe we are an innovator in the delivery of a comprehensive value-based care solution for providers. We were founded in 2011, ahead of the implementation of the Patient Protection and Affordable Care Act, or ACA, health insurance exchanges and before the rapid expansion of programs, such as Medicare ACOs or Medicare Bundled Payment Initiatives. Since our inception, we have invested a significant amount in our offerings.

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Comprehensive technology platform

Our proprietary technology platform, Identifi^®, allows us to deliver a connected delivery ecosystem, implement replicable clinical processes, scale our Value-Based Operations and capitalize on multiple types of value-based payment relationships. The Identifi^® platform supports the following capabilities:

• data aggregation from internal and external sources, such as EMRs and payer claims;

• algorithmic interpretation of aggregated data to stratify populations and identify high-risk patients;

• standardized workflows and dashboards to enable consistency across disparate clinical resources;

• applications to support value-based business models;

• patient outreach and engagement tools;

• integration into physician workflows to proactively engage high-priority patients; and

• reporting and tracking of clinical and financial outcomes.

Provider-centric brand identity

We believe our provider-centric brand identity and origins differentiate us from our competitors. We believe our solutions, which have built on capabilities developed at UPMC, resonate with potential partners seeking proven solutions from providers rather than payers or non-healthcare businesses. Our analytical and clinical solutions are rooted in UPMC’s experience in growing a provider-led, integrated delivery network over the past 15 years, and growing to become one of the largest provider-owned health plans in the country. In addition, our deep strategic partnership with The Advisory Board strengthens our brand as a provider-friendly organization. The Advisory Board is well-recognized as an industry thought leader that made its research and technology solutions available to approximately 3,900 hospitals and providers as of March 2015. Our position as a payer-agnostic services organization allows for the sharing of data across multiple payers and care delivery integration regardless of payer, which we believe is not possible with payer-led solutions.

Partnership-driven business model

Our business model is predicated on long-term strategic partnerships with leading providers that are attempting to evolve two of their most critical business functions: how they deliver care and how they are compensated for it. The partnership model enables cultural alignment, integration into the provider care delivery and payment work flow, long-term contractual relationships and a cycle of clinical and cost improvement with shared financial benefit. We devote significant resources, primarily in the form of business development, to establish relationships with our partners. For fiscal 2014, our business development expenses represented approximately 10% of our total revenues. Thereafter, beginning with the Blueprint phase of our engagement with a partner, our costs to serve our partners primarily consist of personnel-related costs for the deployment of our solution. We expect our upfront costs as a percentage of revenue to decline over time. As of April 30, 2015, our average contractual relationship with our partners was over six years, with an average of 5.2 years of performance remaining per contract. As of December 31, 2014, we had entered into long-term contractual relationships with eight partners and we have subsequently entered into long-term contractual relationships with two additional partners. Our four largest partners, Indiana University Health, WakeMed Health and Hospitals, Piedmont WellStar Health Plan and Premier Health Partners, comprised approximately 25%, 21%, 16% and 14%, respectively, of our revenue for fiscal 2014, or 76% in the aggregate.

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Channel development

Our heritage, having been founded by UPMC, one of the largest providers in the country, and The Advisory Board with over 3,900 hospital and provider members, along with the relationships fostered by our senior management team, have allowed us to develop a significant channel into leading health systems. Our solution empowers a fundamental shift in a provider’s business model and requires alignment of their senior management and board of directors for success. A significant portion of providers that make an investment in a Blueprint continue to partner with us for our proprietary process and integrated services, which we refer to as our Value-Based Operations.

Our business model creates additional channel development through our Blueprint services. Our Blueprint not only enables providers with a roadmap to value-based care and the financial implications of the transition, it also creates a connection between us and the provider’s senior leadership. As a result, we derive revenues from providers who have completed the Blueprint phase and proceed to partner with us to enable their transition to value-based contracting.

Proven leadership team

We have made a significant investment in building an industry-leading management team. The senior leadership team of ten individuals has an average of 15 years of experience in the healthcare industry and a track record of delivering measurable clinical, financial and operational improvement for healthcare providers and payers. Our chief executive officer, Frank Williams, was formerly the chief executive officer of The Advisory Board, where he oversaw the growth of the company and its initial public offering.

Growth opportunities

Multiple avenues for growth with our existing, embedded partner base

We have established a multi-year partnership model with multiple drivers of embedded growth through the following avenues:

• growth in lives in existing covered populations;

• partners expanding into new lines of value-based care to capture growth in new profit pools; and

• partners utilizing our additional capabilities, such as new Identifi^® applications, PBM and TPA.

In addition to growth within our existing partner base, opportunities exist with providers utilizing our Blueprint, who sign short-term contracts under which we analyze the opportunities available to them in the value-based care market. Since our inception we have converted the majority of our Blueprints into long-term operating partnerships.

Early stages of a rapidly growing transformational addressable market

We believe that our existing partners represent a small fraction of health systems that could benefit from our solutions. The transformation of the care delivery and payment model in the United States has been rapid, but it is still in the early stages. While approximately 10% of healthcare payments are paid through value-based care programs today, it is estimated that this number will grow to over 50% by 2020.

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Capitalize on growth in select government-driven programs

Significant growth is projected in the number of people managed by government-driven programs in the United States over the next 10 years. Specifically, the Centers for Medicare and Medicaid Services project the number of Medicare beneficiaries to grow to approximately 63 million by 2020. We expect health systems to be direct beneficiaries of growth in Medicare Advantage, Medicaid Managed Care, Dual Eligible and health insurance exchanges because those specific markets are well suited for value-based care. We believe that the growth in government programs will create an opportunity for health systems to capture a greater portion of the over $2 trillion in annual health insurance expenditures. The nature of our variable fee economic model enables us to benefit from this growth in government-managed lives.

Ability to capture additional value through delivering clinical results

We are capturing only a portion of the administrative dollars in the market through our current solution, which represent over 10% of total premium dollars. We believe there is a significant opportunity to capture a portion of the medical dollar over time—namely the remainder of the premium dollar which goes to medical expenses. As our health system partners continue to own a larger percentage of overall premiums, we have begun to pursue business models that allow us to participate in the medical savings through shared savings agreements that align incentives to reduce costs and improve quality outcomes.

Expand platform offerings to meet evolving market needs

There are multiple business offerings that health systems may require to operate in a value-based care environment that we do not currently provide, including but not limited to:

• PBM expansion to include additional specialty pharmacy management capabilities;

• health savings account administration;

• on-site or specialty clinic platforms; and

• consumer engagement and digital outreach.

Selectively pursue strategic acquisitions

We believe that the nature of our competitive landscape provides meaningful acquisition opportunities. Our industry is in the early stages of its life cycle and there are multiple firms attempting to capitalize on the transformation of the care delivery model and the various forms of new profit pools. We believe that providers will require an end-to-end solution and we believe we are well positioned to meet this demand by expanding the breadth of our offerings through not only organic growth, but also the acquisition of niche providers and non-core portions of larger enterprises.

Class A common stock and Class B common stock

After the completion of this offering, our outstanding capital stock will consist of Class A common stock and Class B common stock. Investors in this offering will hold shares of Class A common stock. See “Description of capital stock”.

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Our history and the reorganization of our corporate structure

We are a market leader and a pioneer in the new era of healthcare delivery and payment, in which leading providers are taking on increasing clinical and financial responsibility for the populations they serve. Historically, our business has been operated through Evolent Health LLC and its predecessor. Evolent Health, Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Upon the completion of this offering, all of our business will continue to be conducted through Evolent Health LLC, and the financial results of Evolent Health LLC will be consolidated in our financial statements. Evolent Health, Inc. will be a holding company whose principal asset will be all of the Class A common units in Evolent Health LLC. For more information regarding the offering reorganization and holding company structure, see “The reorganization of our corporate structure”. The diagram below shows our organizational structure immediately after the offering reorganization described under “The reorganization of our corporate structure” and the completion of this offering.

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Risk factors

Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth in the section entitled “Risk factors”. We believe the primary risks to our business are:

• the structural change in the market for healthcare in the United States;

• our ability to effectively manage our growth;

• the significant portion of revenues we derive from our largest partners, including 76% in the aggregate for fiscal 2014 with respect to our four largest partners;

• our ability to offer new and innovative products and services;

• the growth of our partners, which is difficult to predict and is subject to factors outside of our control;

• our ability to attract new partners;

• our incurrence of significant upfront costs in our partner relationships, including business development expenses representing approximately 10% of our total revenues for fiscal 2014;

• our history of net losses, including $52.3 million, $32.8 million and $19.3 million for fiscal 2014, fiscal 2013 and fiscal 2012, respectively, and our ability to achieve profitability in the future; and

• our intention to take advantage of certain exemptions following the completion of this offering as a “controlled company” under the rules of the New York Stock Exchange, or NYSE.

Corporate information

Our principal executive offices are located at 800 N. Glebe Road, Suite 500, Arlington, Virginia 22203 and our telephone number is (571) 389-6000. We also maintain a website at www.evolenthealth.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

Implications of being an emerging growth company

We are an “emerging growth company” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of our fiscal year (a) following the fifth anniversary of the completion of this offering or (b) in which we have total annual gross revenue of at least $1.0 billion (adjusted for inflation), (2) the date on which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, we have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for a period of at least 12 months and we have filed at least one annual report pursuant to the Exchange Act and (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• the option to report only two years of audited annual financial statements and to present management’s discussion and analysis of financial condition and results of operations for only those two years;

• exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which we refer to as the Sarbanes-Oxley Act, requiring that an independent registered public accounting firm provide an attestation report on the effectiveness of our internal controls over financial reporting;

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• exemption from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act, which we refer to as the Dodd-Frank Act;

• exemption from certain disclosure requirements of the Dodd-Frank Act relating to compensation of our executive officers, permission to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and permission to include executive compensation disclosure for fewer named executive officers; and

• exemption from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on the financial statements.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Controlled company

Upon the completion of this offering, we expect to be considered a “controlled company” under the NYSE rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement to have a board that is composed of a majority of independent directors. We intend to take advantage of these exemptions following the completion of this offering. These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our audit committee within the applicable time frame. See “Management—Controlled company”.

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The offering

Class A common stock

offered          shares.

Class A common stock to

be outstanding after this

offering          shares (or          shares if each outstanding share of Class B common stock and each corresponding Class B common unit was exchanged for one share of Class A common stock, as described under “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC”).

Over-allotment option          shares of Class A common stock.

Class B common stock to be

outstanding after this

offering          shares. In connection with this offering, shares of our Class B common stock will be issued in connection with, and in equal proportion to, issuances of Class B common units of Evolent Health LLC. Each Class B common unit of Evolent Health LLC, together with a share of our Class B common stock, will be exchangeable for one share of Class A common stock, as described under “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC”.

Voting rights Each share of our Class A common stock and Class B common stock will entitle its holder to one vote on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. After completion of this offering, (a) the TPG Funds will beneficially own approximately     % of our outstanding Class A common stock and approximately     % of our outstanding Class B common stock, which collectively represent     % of our voting power, (b) UPMC will beneficially own approximately     % of our outstanding Class A common stock, which represents     % of our voting power, and (c) The Advisory Board will beneficially own approximately     % of our outstanding Class A common stock and approximately     % of our outstanding Class B common stock, which collectively represent     % of our voting power.

Use of proceeds We estimate that the net proceeds to us from this offering will be approximately $         , or approximately $          if the underwriters exercise their over-allotment option in full, assuming an initial public offering price of $          per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions, by $          million (assuming no exercise of the underwriters’ over-allotment option). We intend to use all of the net proceeds from this offering to purchase

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Class A common units of Evolent Health LLC from Evolent Health LLC at a price per Class A common unit equal to the public offering price per share of our Class A common stock, after deducting underwriting discounts and commissions. We expect that Evolent Health LLC will use the net proceeds of this offering contributed by us for working capital and other general corporate purposes. See “Use of proceeds”.

Dividend policy We currently anticipate that we will retain all available funds for use in the operation and expansion of our business, and do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future. Our Class B common stock will not be entitled to any dividend payments. See “Dividend policy”.

Controlled company We expect that TPG, The Advisory Board and UPMC will each be a party to a stockholders’ agreement and will collectively own a majority of the voting power of our outstanding common stock following the completion of this offering. Accordingly, we expect to be considered a “controlled company” under the NYSE rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement to have a board that is composed of a majority of independent directors. We intend to take advantage of these exemptions following the completion of this offering. See “Management—Controlled company”.

Risk factors See “Risk factors” on page 19 and the other information in this prospectus for a discussion of factors you should carefully consider before you decide to invest in our Class A common stock.

Proposed listing and symbol We intend to apply to have our Class A common stock listed on the NYSE under the symbol “EVH”.

Unless the context requires otherwise, the number of shares to be outstanding after completion of this offering is based on                  shares of Class A common stock and                  shares of Class B common stock outstanding as of                     , 2015, after giving effect to the offering reorganization described under “The reorganization of our corporate structure” and the application of the net proceeds of this offering described under “Use of proceeds”, but excludes:

•                  shares of Class A common stock that are issuable upon exchanges of Class B common units (together with an equal number of shares of our Class B common stock) that will be outstanding immediately after the completion of this offering;

•                  shares of our Class A common stock issuable upon the exercise of options outstanding under our 2011 Equity Incentive Plan at a weighted average exercise price of $        ,          restricted stock awards granted under our 2011 Equity Incentive Plan that have not yet vested and                  shares of our Class A common stock reserved for issuance under our 2015 Omnibus Incentive Compensation Plan (see “Executive compensation”); and

• the exercise by the underwriters of their over-allotment option.

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Summary financial and operational data

Historically, our business has been operated through Evolent Health LLC and its predecessor. Prior to the offering reorganization, Evolent Health Holdings, Inc. was the managing member of Evolent Health LLC. The financial statements of Evolent Health Holdings, Inc. included elsewhere in this prospectus reflect the consolidated results, including Evolent Health LLC, through September 23, 2013 and reflect the results of Evolent Health LLC as an equity method investment subsequent to such date due to a deconsolidation that occurred as a result of a round of equity financing. Evolent Health, Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Upon the completion of this offering, all of our business will continue to be conducted through Evolent Health LLC, and the financial results of Evolent Health LLC will be consolidated in our financial statements. Evolent Health, Inc. will be a holding company whose principal asset will be all of the Class A common units in Evolent Health LLC. For more information regarding the offering reorganization and holding company structure, see “The reorganization of our corporate structure”.

The following tables summarize the financial and other data of Evolent Health LLC and Evolent Health Holdings, Inc. as of and for the periods indicated, as well as certain pro forma and pro forma as adjusted financial data of Evolent Health, Inc. The summary statements of operations data for the years ended December 31, 2014 and December 31, 2013 and the balance sheet data as of December 31, 2014 have been derived from the audited annual financial statements included elsewhere in this prospectus.

The unaudited pro forma consolidated balance sheet as of December 31, 2014 presents the consolidated financial position of Evolent Health, Inc. after giving pro forma effect to the offering reorganization and as further adjusted for this offering and the contemplated use of the net proceeds from this offering as described under “The reorganization of our corporate structure” and “Use of proceeds” as if such transactions occurred as of the balance sheet date. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2014 presents the consolidated results of operations of Evolent Health, Inc. after giving pro forma effect to the offering reorganization and as further adjusted for this offering and the contemplated use of the net proceeds from this offering as described under “The reorganization of our corporate structure” and “Use of proceeds” as if such transactions had occurred on January 1, 2014. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the offering reorganization and as further adjusted for this offering, on the historical financial information of Evolent Health Holdings, Inc. The unaudited pro forma consolidated financial information also reflects the application of purchase accounting. The unaudited pro forma consolidated financial information is subject to completion due to the fact that certain information related to the offering reorganization and this offering is not currently determinable. The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of Evolent Health Holdings, Inc. that would have occurred had it operated as a public company during the periods presented.

The offering reorganization described under the heading “The reorganization of our corporate structure” will be accounted for as a purchase and the purchase price will be reflected on the financial statements of Evolent Health, Inc. Accordingly, purchase accounting adjustments will be reflected in the financial statements of Evolent Health, Inc. and will be accounted for as a business combination using the acquisition method of accounting. The following summary financial and operational data covers periods before the offering reorganization. Accordingly, the historical summary financial and operational data presented below does not reflect the purchase accounting adjustments described above. The general nature of our operations will not be impacted by the offering reorganization.

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You should read the following summary financial and operational data together with the sections of this prospectus titled “Use of proceeds”, “Capitalization”, “Unaudited pro forma consolidated financial information”, “Selected historical financial and operational data” and “Management’s discussion and analysis of financial condition and results of operations” and the audited annual financial statements and notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus.

Evolent Health LLC

Results of operations (in thousands)	Historical
	Year ended December 31,
	2014			2013
Revenue
Transformation	$	36,289		$	34,560
Platform and operations		64,599			5,721
Total Revenue		100,888			40,281
Cost of revenue (exclusive of depreciation and amortization presented separately below)		73,122			46,327
Selling, general and administrative expenses		76,521			24,103
Depreciation and amortization expense		3,694			1,838
Total Operating Expenses		153,337			72,268
Operating Loss		(52,449	)		(31,987	)
Interest (income) / expense, net		(195	)		820
Other (income) / expense, net		9			(1	)
Loss before income tax		(52,263	)		(32,806	)
Income tax (benefit) / expense		—			8
Net Loss and Comprehensive Loss	$	(52,263	)	$	(32,814	)

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Evolent Health Holdings, Inc.

	(successor)		(predecessor)
Results of operations (in thousands, except per share data)	Evolent Health, Inc. pro forma for offering reorganization and as adjusted for offering		Historical
			Year ended December 31,
	2014		2014			2013
Revenue
Transformation	$		$	—		$	22,130
Platform and operations				—			3,541
Total Revenue				—			25,671
Cost of revenue (exclusive of depreciation and amortization presented separately below)				—			30,018
Selling, general and administrative expenses				—			15,600
Depreciation and amortization expenses				—			1,208
Total Operating Expenses				—			46,826
Operating Loss				—			(21,155	)
Interest expense / (income), net				—			820
Other (income) / expense, net				—			(1	)
Gain on deconsolidation		—		—			46,246
Loss from equity investees		—		(25,246	)		(4,241	)
(Loss) income before income tax				(25,246	)		20,031
Income tax expense / (income)		—		—			8
Net (Loss) Income and Comprehensive (Loss) Income	$		$	(25,246	)	$	20,023
Net (Loss) Income Attributable to Non-controlling Interest	$	—	$	—		$	—
Net (Loss) Income Attributable to the Company	$		$	(25,246	)	$	20,023
Net (Loss) Income Available for Common Stockholders
Basic				(31,137	)		2,418
Diluted				(31,137	)		2,957
Net (Loss) Income Per Share Available for Common Stockholders
Basic	$		$	(53.83	)	$	10.03
Diluted	$		$	(53.83	)	$	3.96
Weighted average common shares outstanding
Basic				578			241
Diluted				578			747

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Balance sheet data (in thousands)	As of December 31, 2014
	Evolent Health, Inc. pro forma for offering reorganization and as adjusted for offering		Evolent Health, Inc. pro forma for offering reorganization		Evolent Health Holdings, Inc. historical
	(successor)				(predecessor)
Cash and cash equivalents	$		$		$	—
Total Current Assets						1,074
Equity method investment		—		—		37,203
Total Assets						38,277
Total Liabilities						1,074
Total Redeemable Preferred Stock						39,273
Total Equity (Deficit)						(2,070	)
Total Liabilities, Redeemable Preferred Stock and Shareholders’ Equity	$		$		$	38,277

Other financial and operational data

(in thousands, except lives on platform data)	Pro forma for offering reorganization and as adjusted for offering		Historical
			Year ended December 31,
	2014		2014			2013
Evolent Health, Inc. (successor)
EBITDA(1)	$		$	—		$	—
Adjusted EBITDA(1)	$		$	—		$	—
Evolent Health LLC
EBITDA(1)	$	—	$	(48,764	)	$	(30,148	)
Adjusted EBITDA(1)	$	—	$	(37,673	)	$	(28,913	)
Lives on Platform(2)		—		432,837			174,193

⁽¹⁾  We define “EBITDA” as net (loss) income before interest (income) / expense, income tax (benefit) / expense and depreciation and amortization expense. We define “Adjusted EBITDA” as EBITDA adjusted to exclude stock-based compensation. EBITDA and Adjusted EBITDA do not represent, and should not be considered as, alternatives to net (loss) income or cash flows from operations, each as determined in accordance with GAAP. We have presented EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. Other companies may calculate EBITDA and Adjusted EBITDA differently than we do. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

⁽²⁾  We define lives on our platform as the number of unique lives our partners are serving under value-based arrangements. Our platform and operations revenue is primarily based on the number of lives served by our partners under value-based arrangements.

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The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:

Evolent Health LLC

	Historical
	Year ended December 31,
(in thousands)	2014			2013
Net loss	$	(52,263	)	$	(32,814	)
Depreciation and amortization expense		3,694			1,838
Interest (income) / expense, net		(195	)		820
Income (expense) / tax benefit		—			8
EBITDA		(48,764	)		(30,148	)
Stock-based compensation(a)		11,091			1,235
Adjusted EBITDA	$	(37,673	)	$	(28,913	)

^(a)  Represents stock-based compensation expenses related to equity awards granted to Evolent Health LLC’s employees.

Evolent Health, Inc. (successor)

	Pro forma for offering reorganization and as adjusted for offering
	Year ended December 31,
(in thousands)	2014
Net loss	$
Depreciation and amortization expenses
Interest (income) / expense, net
Income tax (expense) / benefit
EBITDA
Stock-based compensation(a)
Adjusted EBITDA	$

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Risk factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the audited annual financial statements and notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus, before deciding whether to purchase shares of our Class A common stock. If any of the following risks are realized, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks relating to our business and industry

The market for healthcare in the United States is in the early stages of structural change and is rapidly evolving, which makes it difficult to forecast demand for our products and services.

The market for healthcare in the United States is in the early stages of structural change and is rapidly evolving. Our future financial performance will depend in part on growth in this market and on our ability to adapt to emerging demands of this market. It is difficult to predict with any precision the future growth rate and size of our target market.

The rapidly evolving nature of the market in which we operate, as well as other factors that are beyond our control, reduce our ability to accurately evaluate our long-term outlook and forecast annual performance. We believe demand for our products and services has been driven in large part by price pressure in traditional FFS healthcare, a regulatory environment that is incentivizing value-based care models, a rapid expansion of retail insurance, broader use of the Internet and advances in technology. Widespread acceptance of the value-based care model is critical to our future growth and success. A reduction in demand for our products and services caused by lack of acceptance, technological challenges, competing offerings or other factors would result in a lower revenue growth rate or decreased revenue, either of which could negatively impact our business and results of operations. In addition, our business, financial condition and results of operations may be adversely affected if healthcare reform is not implemented in accordance with our expectations or if it is amended in a way that impacts our business and results in our failure to execute our growth strategies.

If we fail to effectively manage our growth, our business and results of operations could be harmed.

We have expanded our operations significantly since our inception. For example, we grew from six full-time employees at inception to 836 full-time employees as of April 30, 2015, and our revenue increased from $40.3 million for fiscal 2013 to $100.9 million for fiscal 2014. If we do not effectively manage our growth as we continue to expand, the quality of our products and services could suffer. Our growth to date has increased the significant demands on our management, our operational and financial systems and infrastructure and other resources. In order to successfully expand our business, we must effectively recruit, integrate and motivate new employees, while maintaining the beneficial aspects of our corporate culture. We may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and results of operations could be harmed. We must also continue to improve our existing systems for operational and financial management, including our reporting systems, procedures and controls. These improvements could require significant capital expenditures and place increasing demands on our management. We may not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls. If we do not successfully manage these processes, our business and results of operations could be harmed.

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We derive a significant portion of our revenues from our largest partners.

Historically, we have relied on a limited number of partners for a substantial portion of our total revenue and accounts receivable. Our four largest partners, Indiana University Health, WakeMed Health and Hospitals, Piedmont WellStar Health Plan and Premier Health Partners, comprised approximately 25%, 21%, 16% and 14%, respectively, of our revenue for fiscal 2014, or 76% in the aggregate. Our four largest partners in terms of accounts receivable comprised approximately 37%, 17%, 15% and 14%, respectively, of such total amount as of December 31, 2014. In addition, in fiscal 2013, our top five partners by revenue accounted for approximately 82% of our total revenue. The sudden loss of any of our partners, or the renegotiation of any of our partner contracts, could adversely affect our operating results. For example, as a result of an April 2015 amendment to our agreement with one of our four largest partners, we expect this partner to contribute only modestly to revenues commencing in 2017. In connection with the amendment, the partner has also agreed to sell its interest in us to certain of our existing investors.

Because we rely on a limited number of partners for a significant portion of our revenues, we depend on the creditworthiness of these partners. If the financial condition of our partners declines, our credit risk could increase. Should one or more of our significant partners declare bankruptcy, it could adversely affect the collectability of our accounts receivable and affect our bad debt reserves and net income.

Although we have long-term contracts with our partners, these contracts may be terminated before their term expires for various reasons, such as changes in the regulatory landscape and poor performance by us, subject to certain conditions. For example, after a specified period, certain of these contracts are terminable for convenience by our partners after a notice period has passed and the partner has paid a termination fee. Certain of our contracts are terminable immediately upon the occurrence of certain events. For example, certain of our contracts may be terminated by the partner immediately following repeated failures by us to provide specified levels of service over periods ranging from six months to more than a year. One of our contracts may be terminated immediately by the partner if we lose applicable licenses, go bankrupt, lose our liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities. In addition, one of our contracts may be terminated immediately if we become insolvent or file for bankruptcy. If any of our contracts with our partners is terminated, we may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.

If we are unable to offer new and innovative products and services or our products and services fail to keep pace with advances in industry standards, technology and our partners’ needs, our partners may terminate or fail to renew their relationship with us and our revenue and results of operations may suffer.

Our success depends on providing high-quality products and services that healthcare providers use to improve clinical, financial and operational performance. If we cannot adapt to rapidly evolving industry standards, technology and increasingly sophisticated and varied partner needs, our existing technology could become undesirable, obsolete or harm our reputation. We must continue to invest significant resources in our personnel and technology in a timely and cost-effective manner in order to enhance our existing products and services and introduce new high-quality products and services that existing partners and potential new partners will want. Our operating results would also suffer if our innovations are not responsive to the needs of our existing partners or potential new partners, are not appropriately timed with market opportunity, are not effectively brought to market or significantly increase our operating costs. If our new or modified product and service innovations are not responsive to partner preferences, emerging industry standards or regulatory changes, are not appropriately timed with market opportunity or are not effectively brought to market, we may lose existing partners or be unable to obtain new partners and our results of operations may suffer. In addition, should any of our partners terminate their relationship with us after implementation has begun, we would not only lose our

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time, effort and resources invested in that implementation, but we would also have lost the opportunity to leverage those resources to build a relationship with other partners over that same period of time.

We also engage third-party vendors to develop, maintain and enhance our technology solutions, and our ability to develop and implement new technologies is therefore dependent on our ability to engage suitable vendors. We may also need to license software or technology from third parties in order to maintain, expand or modify our technology platform. However, there is no guarantee we will be able to enter into such agreements on acceptable terms or at all. The functionality of our platform depends, in part, on our ability to integrate it with third-party applications and data management systems that our partners use and from which they obtain data. These third parties may terminate their relationships with us, change the features of their applications and platforms, restrict our access to their applications and platforms or alter the terms governing use of their applications, data management systems and application programming interfaces and access to those applications and platforms in an adverse manner.

The growth of our business relies, in part, on the growth and success of our partners and certain revenues from our engagements, which are difficult to predict and are subject to factors outside of our control.

We enter into agreements with our partners under which a significant portion of our fees are variable, including fees which are dependent upon the number of members that are covered by our partner’s healthcare plan each month, expansion of our partners and the services that we provide. The number of members covered by a partner’s healthcare plan is often impacted by factors outside of our control, such as the actions of our partner or third parties. Accordingly, revenue under these agreements is uncertain and unpredictable. If the number of members covered by one or more of our partner’s plans were to be reduced by a material amount, such decrease would lead to a decrease in our revenue, which could harm our business, financial condition and results of operations. In addition, growth forecasts of our partners are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the markets in which our partners compete meet the size estimates and growth forecasted, their health plan membership could fail to grow at similar rates, if at all.

In addition, the transition to value-based care may be challenging for our partners. For example, fully capitated provider risk arrangements have had a history of financial challenges for providers. Our partners may also have difficulty in value-based care if premium pricing is under pressure. Furthermore, revenue under our partner contracts may differ from our projections because of the termination of the contract for cause or at specified life cycle events, or because of fee reductions that are occasionally given after the contract is initially signed.

If we do not continue to attract new partners, we may not achieve our revenue projections, and our results of operations would be harmed.

In order to grow our business, we must continually attract new partners. Our ability to do so depends in large part on the success of our sales and marketing efforts. Potential partners may seek out other options. Therefore, we must demonstrate that our products and services provide a viable solution for potential partners. If we fail to provide high-quality solutions and convince individual partners of our value proposition, we may not be able to retain existing partners or attract new partners. In addition, there may be a limited-time opportunity to achieve and maintain a significant share of the market for our products and services due in part to the rapidly evolving nature of the healthcare and technology industries and the substantial resources available to our existing and potential competitors. If the market for our products and services declines or grows more slowly than we expect, or if the number of individual partners that use our solutions declines or fails to increase as we expect, our revenue, results of operations, financial condition, business and prospects could be harmed.

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We typically incur significant upfront costs in our partner relationships, and if we are unable to develop or grow these partner relationships over time, we are unlikely to recover these costs and our operating results may suffer.

We devote significant resources to establish relationships with our partners and for fiscal 2014, our business development expenses represented approximately 10% of our total revenues. Some of our partners undertake a significant and prolonged evaluation process, including to determine whether our products and services meet their unique health system needs, which has in the past resulted in extended periods of time to establish a long-term partner relationship. Our efforts involve educating our partners about the use, technical capabilities and benefits of our products and services. Accordingly, our operating results will depend in substantial part on our ability to deliver a successful partner experience and persuade our partners to grow their relationship with us over time. There is no guarantee that we will be able to successfully convert a customer of our transformation services into a partner of our platform and operations services. If we are unable to sell additional products and services to existing partners, enter into and maintain favorable relationships with new partners or sufficiently grow our partners’ lives on platform, it could have a material adverse effect on our business, financial condition and results of operations. As we expect to grow rapidly, our customer acquisition costs could outpace our build-up of recurring revenue, and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve profitability. In addition, we estimate the costs and timing for completing the transformation phase, including the Blueprint phase, of the partner relationship. These estimates reflect our best judgment. Any increased or unexpected costs or unanticipated delays, including delays caused by factors outside our control, could cause our operating results to suffer.

If the estimates and assumptions we use to determine the size of our target market are inaccurate, our future growth rate may be impacted and our business would be harmed.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of the market for our services may prove to be inaccurate. Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all.

The principal assumptions relating to our market opportunity include health insurance expenditures, the total percentage of payments providers receive under value-based contracting, the size of the provider-sponsored health plan market and the fees we believe we can charge. Our market opportunity is also based on the assumption that the strategic approach that our solution enables for our potential partners will be more attractive to our partners than competing solutions. The solution we offer our target market contemplates one strategic option—to pursue clinical and technological integration to reduce utilization and total cost—among several such options our potential partners may pursue to achieve their objectives. Our potential partners may elect to pursue a different strategic option.

If these assumptions prove inaccurate, our business, financial condition and results of operations could be adversely affected. For more information regarding our estimates of market opportunity and the forecasts of market growth included in this prospectus, see “Market data and industry forecasts and projections”.

If we are not able to maintain and enhance our reputation and brand recognition, our business and results of operations will be harmed.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing partners and to our ability to attract new partners. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing activities may not be

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successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our partners, could make it substantially more difficult for us to attract new partners. Similarly, because our existing partners often act as references for us with prospective new partners, any existing partner that questions the quality of our work or that of our employees could impair our ability to secure additional new partners. If we do not successfully maintain and enhance our reputation and brand recognition, our business may not grow and we could lose our relationships with partners, which would harm our business, results of operations and financial condition.

Consolidation in the healthcare industry could have a material adverse effect on our business, financial condition and results of operations.

Many healthcare industry participants are consolidating to create larger and more integrated healthcare delivery systems with greater market power. We expect regulatory and economic conditions to result in additional consolidation in the healthcare industry in the future. As consolidation accelerates, the economies of scale of our partners’ organizations may grow. If a partner experiences sizable growth following consolidation, it may determine that it no longer needs to rely on us and may reduce its demand for our products and services. In addition, as healthcare providers consolidate to create larger and more integrated healthcare delivery systems with greater market power, these providers may try to use their market power to negotiate fee reductions for our products and services. Finally, consolidation may also result in the acquisition or future development by our partners of products and services that compete with our products and services. Any of these potential results of consolidation could have a material adverse effect on our business, financial condition and results of operations.

We may face intense competition, which could limit our ability to maintain or expand market share within our industry, and if we do not maintain or expand our market share our business and operating results will be harmed.

The market for our products and services is fragmented, competitive and characterized by rapidly evolving technology standards, customer needs and the frequent introduction of new products and services. Our competitors range from smaller niche companies to large, well-financed and technologically-sophisticated entities.

We compete on the basis of several factors, including breadth, depth and quality of product and service offerings, ability to deliver clinical, financial and operational performance improvement through the use of products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology. Some of our competitors are more established, benefit from greater brand recognition, have larger client bases and have substantially greater financial, technical and marketing resources. Other competitors have proprietary technology that differentiates their product and service offerings from ours. Our competitors are constantly developing products and services that may become more efficient or appealing to our existing partners and potential partners. Additionally, some healthcare information technology providers have begun to incorporate enhanced analytical tools and functionality into their core product and service offerings used by healthcare providers. As a result of these competitive advantages, our competitors and potential competitors may be able to respond more quickly to market forces, undertake more extensive marketing campaigns for their brands, products and services and make more attractive offers to our existing partners and potential partners.

We also compete on the basis of price. We may be subject to pricing pressures as a result of, among other things, competition within the industry, consolidation of healthcare industry participants, practices of managed care organizations, government action and financial stress experienced by our partners. If our pricing

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experiences significant downward pressure, our business will be less profitable and our results of operations will be adversely affected.

We cannot be certain that we will be able to retain our current partners or expand our partner base in this competitive environment. If we do not retain current partners or expand our partner base, or if we have to renegotiate existing contracts, our business, financial condition and results of operations will be harmed. Moreover, we expect that competition will continue to increase as a result of consolidation in both the healthcare information technology and healthcare industries. If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, the change in the competitive landscape could also adversely affect our ability to compete effectively and could harm our business, financial condition and results of operations.

Exclusivity and right of first refusal clauses in some of our partner and founder contracts may prohibit us from partnering with certain other providers in the future, and as a result may limit our growth.

Some of our partner and founder contracts include exclusivity and right of first refusal clauses. Any founder contracts with exclusivity, right of first refusal or other restrictive provisions may limit our ability to conduct business with certain potential partners, including competitors of our founders. For example, under the UPMC IP Agreement, if we were to conduct business with certain precluded providers, it would result in the loss of the license thereunder. Partner contracts with exclusivity or other restrictive provisions may limit our ability to partner with or provide services to other providers or purchase services from other vendors within certain time periods. These exclusivity or other restrictive provisions often apply to specific competitors of our health system partners or specific geographic areas within a particular state or an entire state. Accordingly, these exclusivity clauses may prevent us from entering into long-term relationships with potential partners and could cause our business, financial condition and results of operations to be harmed. See “Certain relationships and related transactions—Commercial agreements with certain investors”.

In addition, we entered into a services, reseller and non-competition agreement with The Advisory Board, which we refer to as The Advisory Board Reseller Agreement, that, among other things, prohibits us from promoting, marketing, offering or selling unbundled software or technology services. Accordingly, that agreement prohibits us from selling such software or technology services on a standalone basis, but permits us to sell such services if they are part of an integrated offering to our partners and are incidental to the other products and services we are providing to our partners. The Advisory Board Reseller Agreement also prohibits us from promoting, marketing, offering or selling consulting services that are not intended to be a part of our Blueprint services or any services that are substantially similar to or competitive with certain Advisory Board services. These restrictions are in effect until the earlier of June 27, 2020 and the date on which The Advisory Board no longer holds shares of our common stock. We have also entered into a reseller, services and non-competition agreement with an affiliate of UPMC, which we refer to as the UPMC Reseller Agreement, pursuant to which we are prohibited from contracting with third parties to provide certain TPA services for a certain time period. These restrictions could cause our business, financial condition and results of operations to be harmed if we found it advantageous to obtain TPA services from a third party or offer certain services, including unbundled software or technology services, during the restricted period. See “Certain relationships and related transactions—Commercial agreements with certain investors—Services, reseller and non-competition agreements”.

The healthcare regulatory and political framework is uncertain and evolving.

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. For example, in March 2010, the ACA was adopted, which is a healthcare reform measure that provides healthcare insurance for approximately 30 million more Americans. The ACA includes a variety of healthcare reform provisions and requirements that will become effective at varying times through 2018 and substantially changes the way healthcare is financed by both

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governmental and private insurers, which may significantly impact our industry and our business. Many of the provisions of the ACA will phase in over the course of the next several years, and we may be unable to predict accurately what effect the ACA or other healthcare reform measures that may be adopted in the future, including amendments to the ACA, will have on our business. In addition, provisions of the ACA may be challenged in the courts. For example, in 2015 the U.S. Supreme Court is expected to determine whether the IRS can extend tax credits to federal health insurance exchanges established by the Department of Health and Human Services despite language in the ACA that allegedly authorizes tax credits only for health insurance exchanges established by states.

In addition, we are subject to various other laws and regulations, including, among others, the Stark Law relating to self-referrals, anti-kickback laws, antitrust laws and the privacy and data protection laws described below. See “Business—Healthcare laws and regulations”. If we were to become subject to litigation or liabilities under these or other laws, our business could be adversely affected. See “—We may become subject to litigation, which could have a material adverse effect on our business, financial condition and results of operations.”

We are subject to privacy and data protection laws governing the transmission, security and privacy of health information, which may impose restrictions on the manner in which we access personal data and subject us to penalties if we are unable to fully comply with such laws.

As described below, we are required to comply with numerous federal and state laws and regulations governing the collection, use, disclosure, storage and transmission of individually identifiable health information that we may obtain or have access to in connection with the provision of our services. These laws and regulations, including their interpretation by governmental agencies, are subject to frequent change and could have a negative impact on our business.

• The Health Insurance Portability and Accountability Act, or HIPAA, expanded protection of the privacy and security of personal health information and required the adoption of standards for the exchange of electronic health information. Among the standards that the Department of Health and Human Services has adopted pursuant to HIPAA are standards for electronic transactions and code sets, unique identifiers for providers, employers, health plans and individuals, security, electronic signatures, privacy and enforcement. Failure to comply with HIPAA could result in fines and penalties that could have a material adverse effect on us.

• The Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, enacted as part of the American Recovery and Reinvestment Act of 2009, also known as the “Stimulus Bill”, effective February 22, 2010, set forth health information security breach notification requirements and increased penalties for violation of HIPAA. The HITECH Act requires individual notification for all breaches, media notification of breaches for over 500 individuals and at least annual reporting of all breaches to the Department of Health and Human Services. The HITECH Act also replaced the prior penalty system of one tier of penalties of $100 per violation and an annual maximum of $25,000 with a four-tier system of sanctions for breaches. Penalties now range from the original $100 per violation and an annual maximum of $25,000 for the first tier to a minimum of $50,000 per violation and an annual maximum of $1.5 million for the fourth tier. Failure to comply with the HITECH Act could result in fines and penalties that could have a material adverse effect on us.

• Numerous other federal and state laws may apply that restrict the use and protect the privacy and security of individually identifiable information, as well as employee personal information. These include state medical privacy laws, state social security number protection laws and federal and state consumer protection laws. These various laws in many cases are not preempted by HIPAA and may be subject to

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varying interpretations by the courts and government agencies, creating complex compliance issues for us and our partners and potentially exposing us to additional expense, adverse publicity and liability, any of which could adversely affect our business.

• Federal and state consumer protection laws are increasingly being applied by the United States Federal Trade Commission, or FTC, and states’ attorneys general to regulate the collection, use, storage and disclosure of personal or individually identifiable information, through websites or otherwise, and to regulate the presentation of website content.

There is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number of jurisdictions with data protection and privacy laws has been increasing. Also, there are ongoing public policy discussions regarding whether the standards for deidentified, anonymous or pseudonomized health information are sufficient, and the risk of re-identification sufficiently small, to adequately protect patient privacy. These discussions may lead to further restrictions on the use of such information. There can be no assurance that these initiatives or future initiatives will not adversely affect our ability to access and use data or to develop or market current or future services.

Despite the security measures that we have in place to ensure compliance with privacy and data protection laws, our facilities and systems, and those of our third-party vendors and subcontractors, are vulnerable to security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and human errors or other similar events. Under the HITECH Act, as a business associate we may also be liable for privacy and security breaches and failures of our subcontractors. Even though we provide for appropriate protections through our agreements with our subcontractors, we still have limited control over their actions and practices. A breach of privacy or security of individually identifiable health information by a subcontractor may result in an enforcement action, including criminal and civil liability, against us. Due to the recent enactment of the HITECH Act, we are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability because the potential for enforcement action against business associates is now greater. Enforcement actions against us could be costly and could interrupt regular operations, which may adversely affect our business. While we have not received any notices of violation of the applicable privacy and data protection laws and believe we are in compliance with such laws, there can be no assurance that we will not receive such notices in the future.

If we are unable to obtain, maintain and enforce intellectual property protection for our technology and products or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize technology and products substantially similar to ours, and our ability to successfully commercialize our technology and products may be adversely affected.

Our business depends on proprietary technology and content, including software, databases, confidential information and know-how, the protection of which is crucial to the success of our business. We rely on a combination of trademark, trade-secret, and copyright laws and confidentiality procedures and contractual provisions to protect our intellectual property rights in our proprietary technology and content. We are pursuing the registration of our trademarks and service marks in the United States. We may, over time, increase our investment in protecting our intellectual property through additional trademark, patent and other intellectual property filings that could be expensive and time-consuming. Effective trademark, trade-secret and copyright protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. These measures, however, may not be sufficient to offer us meaningful protection. If we are unable to protect our intellectual property and other proprietary rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and use technologies and software products that are substantially the same as ours without incurring the development and licensing costs that we have incurred. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated,

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our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or our intellectual property rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide us with competitive advantages, which could result in costly redesign efforts, discontinuance of certain offerings or other competitive harm.

Monitoring unauthorized use of our intellectual property is difficult and costly. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights against potential infringement. However, the steps we have taken to protect our proprietary rights may not be adequate to prevent infringement or misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully protect our intellectual property rights could result in harm to our ability to compete and reduce demand for our technology and products. Moreover, our failure to develop and properly manage new intellectual property could adversely affect our market positions and business opportunities. Also, some of our products and services rely on technologies and software developed by or licensed from third parties, and we may not be able to maintain our relationships with such third parties or enter into similar relationships in the future on reasonable terms or at all.

We may also be required to protect our proprietary technology and content in an increasing number of jurisdictions, a process that is expensive and may not be successful, or which we may not pursue in every location. In addition, effective intellectual property protection may not be available to us in every country, and the laws of some foreign countries may not be as protective of intellectual property rights as those in the United States. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States and elsewhere, and from interpretations of intellectual property laws by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to obtain and maintain the intellectual property rights necessary to provide us with a competitive advantage. Our failure to obtain, maintain and enforce our intellectual property rights could therefore have a material adverse effect on our business, financial condition and results of operations.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

The registered or unregistered trademarks or trade names that we own or license may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition with potential partners. In addition, third parties may in the future file for registration of trademarks similar or identical to our trademarks. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to commercialize our technologies or products in certain relevant countries. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations.

Our commercial success depends on our ability to develop and commercialize our services and use our proprietary technology without infringing the intellectual property or proprietary rights of third parties. Intellectual property disputes can be costly to defend and may cause our business, operating results and financial condition to suffer. As the market for healthcare in the United States expands and more patents are issued, the risk increases that there may be patents issued to third parties that relate to our products and technology of which we are not aware or that we must challenge to continue our operations as currently contemplated. Whether merited or not, we may

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face allegations that we, our partners, our licensees or parties indemnified by us have infringed or otherwise violated the patents, trademarks, copyrights or other intellectual property rights of third parties. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties. Additionally, in recent years, individuals and groups have begun purchasing intellectual property assets for the purpose of making claims of infringement and attempting to extract settlements from companies like ours. We may also face allegations that our employees have misappropriated the intellectual property or proprietary rights of their former employers or other third parties. It may be necessary for us to initiate litigation to defend ourselves in order to determine the scope, enforceability and validity of third-party intellectual property or proprietary rights, or to establish our respective rights. Regardless of whether claims that we are infringing patents or other intellectual property rights have merit, such claims can be time-consuming, divert management’s attention and financial resources and can be costly to evaluate and defend. Results of any such litigation are difficult to predict and may require us to stop commercializing or using our products or technology, obtain licenses, modify our services and technology while we develop non-infringing substitutes or incur substantial damages, settlement costs or face a temporary or permanent injunction prohibiting us from marketing or providing the affected products and services. If we require a third-party license, it may not be available on reasonable terms or at all, and we may have to pay substantial royalties, upfront fees or grant cross-licenses to intellectual property rights for our products and services. We may also have to redesign our products or services so they do not infringe third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our technology and products may not be available for commercialization or use. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not obtain a third-party license to the infringed technology at all, license the technology on reasonable terms or obtain similar technology from another source, our revenue and earnings could be adversely impacted.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business with respect to intellectual property. We are not currently subject to any claims from third parties asserting infringement of their intellectual property rights. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Class A common stock. Moreover, any uncertainties resulting from the initiation and continuation of any legal proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our operations. Assertions by third parties that we violate their intellectual property rights could therefore have a material adverse effect on our business, financial condition and results of operations.

Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.

We may use open source software in connection with our products and services. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code, which could include valuable proprietary code of the user, on unfavorable terms or at no cost. While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open

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source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could have a material adverse effect on our business, financial condition and results of operations and could help our competitors develop products and services that are similar to or better than ours.

If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary information, the value of our technology and products could be adversely affected.

We may not be able to protect our trade secrets, know-how and other proprietary information adequately. Although we use reasonable efforts to protect this proprietary information and technology, our employees, consultants and other parties may unintentionally or willfully disclose our information or technology to competitors. Enforcing a claim that a third party illegally obtained and is using any of our proprietary information or technology is expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets, know-how and other proprietary information. We rely, in part, on non-disclosure, confidentiality and invention assignment agreements with our employees, consultants and other parties to protect our trade secrets, know-how and other intellectual property and proprietary information. These agreements may not be self-executing, or they may be breached and we may not have adequate remedies for such breach. Moreover, third parties may independently develop similar or equivalent proprietary information or otherwise gain access to our trade secrets, know-how and other proprietary information.

We depend on certain technologies that are licensed to us. We do not control the intellectual property rights covering these technologies and any loss of our rights to these technologies or the rights licensed to us could prevent us from developing and/or commercializing our products.

We are a party to a number of license agreements under which we are granted rights to intellectual property that is important to our business, and we expect that we may need to enter into additional license agreements in the future. We rely on these licenses to use various proprietary technologies that are material to our business, including without limitation those technologies licensed under an intellectual property and development services license agreement between us and UPMC, or the UPMC IP Agreement, a technology license agreement between us and UPMC, or the UPMC Technology Agreement, and an intellectual property license and data access agreement with The Advisory Board, or The Advisory Board IP Agreement. Under the UPMC IP Agreement, certain of UPMC’s proprietary analytics models and know-how are licensed to us on a non-exclusive basis from UPMC; pursuant to the UPMC Technology Agreement, UPMC’s proprietary technology platform, associated know-how and the Identifi^® trademark are licensed to us on an irrevocable, non-exclusive basis from UPMC; in each case, subject to certain ongoing territorial, time and use restrictions. Under The Advisory Board IP Agreement, we hold a license to use a business plan and operating model designed by The Advisory Board, a right to access certain analysis, data and proprietary information of The Advisory Board, we obtain a membership in The Advisory Board’s healthcare industry program, and the right to access key Advisory Board personnel and assistance in our promotion and sales efforts. Our rights to use these technologies and know-how and employ the software claimed in the licensed technologies are subject to the continuation of and our compliance with the terms of those licenses. Our existing license agreements impose, and we expect that future license agreements will impose on us, various exclusivity obligations. If we fail to comply with our obligations under these agreements, the applicable licensor may have the right to terminate our license, in which case we may not be able to develop or commercialize the products or technologies covered by the license.

Disputes may arise between us and our licensors regarding intellectual property rights subject to a license agreement, including:

• the scope of rights granted under the license agreement and other interpretation-related issues;

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• whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the license agreement;

• our obligations with respect to the use of the licensed technology in relation to our services and technologies, and which activities satisfy those obligations;

• whether our activities are in compliance with the restrictions placed upon our rights to use the licensed technology by our licensors; and

• the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners.

If disputes over intellectual property rights that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected products and technologies.

The risks described elsewhere pertaining to our intellectual property rights also apply to the intellectual property rights that we license, and any failure by us or our licensors to obtain, maintain and enforce these rights could have a material adverse effect on our business. In some cases, we do not have control over the prosecution, maintenance or enforcement of the intellectual property rights that we license, and may not have sufficient ability to consult and input into the prosecution and maintenance process with respect to such intellectual property, and our licensors may fail to take the steps we feel are necessary or desirable in order to obtain, maintain and enforce the licensed intellectual property rights and, as a result, our ability to retain our competitive advantage with respect to our products and technologies may be materially affected.

Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations.

We depend upon licenses from third parties for some of the technology and data used in our applications, and for some of the technology platforms upon which these applications are built and operate, including under the UPMC IP Agreement, the UPMC Technology Agreement and The Advisory Board IP Agreement. We expect that we may need to obtain additional licenses from third parties in the future in connection with the development of our products and services. In addition, we obtain a portion of the data that we use from government entities, public records and from our partners for specific partner engagements. We believe that we have all rights necessary to use the data that is incorporated into our products and services. However, we cannot assure you that our licenses for information will allow us to use that information for all potential or contemplated applications and products. In addition, certain of our products depend on maintaining our data and analytics platform, which is populated with data disclosed to us by our partners with their consent. If these partners revoke their consent for us to maintain, use, de-identify and share this data, consistent with applicable law, our data assets could be degraded.

In the future, data providers could withdraw their data from us or restrict our usage for any reason, including if there is a competitive reason to do so, if legislation is passed restricting the use of the data or if judicial interpretations are issued restricting use of the data that we currently use in our products and services. In addition, data providers could fail to adhere to our quality control standards in the future, causing us to incur additional expense to appropriately utilize the data. If a substantial number of data providers were to withdraw or restrict their data, or if they fail to adhere to our quality control standards, and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide products and services to our partners would be materially adversely impacted, which could have a material adverse effect on our business, financial condition and results of operations.

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We also integrate into our proprietary applications and use third-party software to maintain and enhance, among other things, content generation and delivery, and to support our technology infrastructure. Some of this software is proprietary and some is open source software. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of new technology into our solutions, the diversion of our resources from development of our own proprietary technology and our inability to generate revenue from licensed technology sufficient to offset associated acquisition and maintenance costs. These technologies may not be available to us in the future on commercially reasonable terms or at all and could be difficult to replace once integrated into our own proprietary applications. Most of these licenses can be renewed only by mutual consent and may be terminated if we breach the terms of the license and fail to cure the breach within a specified period of time. Our inability to obtain, maintain or comply with any of these licenses could delay development until equivalent technology can be identified, licensed and integrated, which would harm our business, financial condition and results of operations.

Most of our third-party licenses are non-exclusive and our competitors may obtain the right to use any of the technology covered by these licenses to compete directly with us. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of new technology into our solutions, the diversion of our resources from development of our own proprietary technology and our inability to generate revenue from licensed technology sufficient to offset associated acquisition and maintenance costs. In addition, if our data suppliers choose to discontinue support of the licensed technology in the future, we might not be able to modify or adapt our own solutions.

Data loss or corruption due to failures or errors in our systems or service disruptions at our data centers may adversely affect our reputation and relationships with existing partners, which could have a negative impact on our business, financial condition and results of operations.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our partners regard as significant. Complex software such as ours may contain errors or failures that are not detected until after the software is introduced or updates and new versions are released. We continually introduce new software and updates and enhancements to our existing software. Despite testing by us, we may discover defects or errors in our software. Any defects or errors could expose us to risk of liability to partners and the government and could cause delays in the introduction of new products and services, result in increased costs and diversion of development resources, require design modifications, decrease market acceptance or partner satisfaction with our products and services or cause harm to our reputation.

Furthermore, our partners might use our software together with products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. Even when our software does not cause these problems, the existence of these errors might cause us to incur significant costs, divert the attention of our technical personnel from our product development efforts, impact our reputation and lead to significant partner relations problems.

Our business is subject to online security risks, and if we are unable to safeguard the security and privacy of confidential data, our reputation and business will be harmed.

Our services involve the collection, storage and analysis of confidential information. In certain cases such information is provided to third parties, for example, to the service providers who provide hosting services for our technology platform, and we may be unable to control the use of such information or the security protections employed by such third parties. We may be required to expend significant capital and other resources to protect against security breaches or to alleviate problems caused by security breaches. Despite our implementation of security measures, techniques used to obtain unauthorized access to information or to

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sabotage information technology systems change frequently. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any compromise or perceived compromise of our security (or the security of our third-party service providers who have access to confidential information) could damage our reputation and our relationship with our partners, could reduce demand for our products and services and could subject us to significant liability as well as regulatory action. In addition, in the event that new data security laws are implemented, we may not be able to timely comply with such requirements, or such requirements may not be compatible with our current processes. Changing our processes could be time consuming and expensive, and failure to timely implement required changes could subject us to liability for non-compliance.

We rely on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our partners, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with partners, adversely affecting our brand and our business.

Our ability to deliver our products and services, particularly our cloud-based solutions, is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. This includes maintenance of a reliable network connection with the necessary speed, data capacity and security for providing reliable Internet access and services and reliable telephone and facsimile services. Our services are designed to operate without interruption in accordance with our service level commitments.

However, we have experienced limited interruptions in these systems in the past, including server failures that temporarily slow down the performance of our services, and we may experience more significant interruptions in the future. We rely on internal systems as well as third-party suppliers, including bandwidth and telecommunications equipment providers, to provide our services. We do not maintain redundant systems or facilities for some of these services. Interruptions in these systems, whether due to system failures, computer viruses, physical or electronic break-ins or other catastrophic events, could affect the security or availability of our services and prevent or inhibit the ability of our partners to access our services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could result in substantial costs to remedy those problems or negatively impact our relationship with our partners, our business, results of operations and financial condition. To operate without interruption, both we and our service providers must guard against:

• damage from fire, power loss and other natural disasters;

• telecommunications failures;

• software and hardware errors, failures and crashes;

• security breaches, computer viruses and similar disruptive problems; and

• other potential interruptions.

Any disruption in the network access, telecommunications or co-location services provided by third-party providers or any failure of or by third-party providers’ systems or our own systems to handle current or higher volume of use could significantly harm our business. We exercise limited control over our third-party suppliers, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with partners and adversely affect our business and could expose us to third-party liabilities. Although we maintain insurance for our business, the coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

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The reliability and performance of our Internet connection may be harmed by increased usage or by denial-of-service attacks. The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as the availability of the Internet to us for delivery of our Internet-based services.

We rely on third-party vendors to host and maintain our technology platform.

We rely on third-party vendors to host and maintain our technology platform, including Identifi^®. Our ability to offer our services and operate our business is therefore dependent on maintaining our relationships with third-party vendors, particularly UPMC, and entering into new relationships to meet the changing needs of our business. Any deterioration in our relationships with such vendors or our failure to enter into agreements with vendors in the future could harm our business, results of operations and financial condition. Despite precautions taken at our vendors’ facilities, the occurrence of a natural disaster, a decision to close the facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our service. These service interruption events could cause our platform to be unavailable to our partners and impair our ability to deliver services and to manage our relationships with new and existing partners, which in turn could materially affect our results of operations.

If our vendors are unable or unwilling to provide the services necessary to support our business, or if our agreements with such vendors are terminated, our operations could be significantly disrupted. Two of our vendor agreements may be unilaterally terminated by the licensor for convenience, and if such agreements are terminated, we may not be able to enter into similar relationships in the future on reasonable terms or at all. We may also incur substantial costs, delays and disruptions to our business in transitioning such services to ourselves or other third-party vendors. In addition, third-party vendors may not be able to provide the services required in order to meet the changing needs of our business.

We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business.

Our success depends largely upon the continued services of our key executive officers. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

In addition, competition for qualified management in our industry is intense. Many of the companies with which we compete for management personnel have greater financial and other resources than we do. We have not entered into employment agreements with our executive officers. All of our employees are “at-will” employees, and their employment can be terminated by us or them at any time, for any reason and without notice and without the payment of any severance. The departure of key personnel could adversely affect the conduct of our business. In such event, we would be required to hire other personnel to manage and operate our business, and there can be no assurance that we would be able to employ a suitable replacement for the departing individual, or that a replacement could be hired on terms that are favorable to us. In addition, volatility or lack of performance in our stock price may affect our ability to attract replacements should key personnel depart. If we are not able to retain any of our key management personnel, our business could be harmed.

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We may make future acquisitions and investments which may be difficult to integrate, divert management resources, result in unanticipated costs or dilute our stockholders.

Part of our business strategy is to acquire or invest in companies, products or technologies that complement our current products and services, enhance our market coverage or technical capabilities or offer growth opportunities. Future acquisitions and investments could pose numerous risks to our operations, including:

• difficulty integrating the purchased operations, products or technologies;

• substantial unanticipated integration costs;

• assimilation of the acquired businesses, which may divert significant management attention and financial resources from our other operations and could disrupt our ongoing business;

• the loss of key employees, particularly those of the acquired operations;

• difficulty retaining or developing the acquired business’ customers;

• adverse effects on our existing business relationships;

• failure to realize the potential cost savings or other financial benefits or the strategic benefits of the acquisitions, including failure to consummate any proposed or contemplated transaction; and

• liabilities from the acquired businesses for infringement of intellectual property rights or other claims and failure to obtain indemnification for such liabilities or claims.

In connection with these acquisitions or investments, we could incur debt, amortization expenses related to intangible assets or large and immediate write-offs, assume liabilities or issue stock that would dilute our current stockholders’ ownership. We may be unable to complete acquisitions or integrate the operations, products or personnel gained through any such acquisition without a material adverse effect on our business, financial condition and results of operations.

We may need to obtain additional financing which may not be available or, if it is available, may result in a reduction in the ownership of our stockholders.

We may need to raise additional funds in order to:

• finance unanticipated working capital requirements;

• develop or enhance our technological infrastructure and our existing products and services;

• fund strategic relationships, including joint ventures and co-investments;

• fund additional implementation engagements;

• respond to competitive pressures; and

• acquire complementary businesses, technologies, products or services.

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are unavailable or are unavailable on acceptable terms, our ability to fund our expansion strategy, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the ownership of our then-existing stockholders may be reduced, and holders of these securities may have rights, preferences or privileges senior to those of our then-existing stockholders. In addition, any indebtedness we incur and restrictive covenants contained in the agreements related thereto could:

• make it difficult for us to satisfy our obligations, including interest payments on any debt obligations;

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• limit our ability to obtain additional financing to operate our business;

• require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;

• limit our flexibility to plan for and react to changes in our business and the healthcare industry;

• place us at a competitive disadvantage relative to our competitors;

• limit our ability to pursue acquisitions; and

• increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.

The occurrence of any one of these events could cause a significant decrease in our liquidity and impair our ability to pay amounts due on any indebtedness, and could have a material adverse effect on our business, financial condition and results of operations.

We have experienced net losses in the past and we may not achieve profitability in the future.

After giving pro forma effect to the offering reorganization, we would have experienced a net loss of $         million for fiscal 2014. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to invest to grow our business and build relationships with partners, develop our platform, develop new solutions and comply with being a public company. We expect to incur significant additional expenses as a public company. These efforts may prove to be more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. In addition, to the extent we are successful in increasing our partner base, we could incur increased losses because significant costs associated with entering into partner agreements are generally incurred up front, while revenue is generally recognized ratably over the term of the agreement. We may also fail to improve the gross margins of our business. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, financial condition and results of operations may suffer.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company”.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and results of operations.

As a public company, we will be subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we may need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth as a public company will also require us to commit additional management, operational and financial resources to identify new professionals to join our company and to maintain appropriate operational and financial systems to

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adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

As an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

Our pro forma financial information may not be representative of our future performance.

In preparing the unaudited pro forma consolidated financial information included in this prospectus, we have made adjustments to our historical financial information based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the offering reorganization and as further adjusted for this offering and the contemplated use of the estimated net proceeds from this offering. The unaudited pro forma consolidated financial information also reflects the application of purchase accounting. The estimates and assumptions used in the calculation of the unaudited pro forma consolidated financial information in this prospectus may be materially different from our actual experience. Accordingly, the unaudited pro forma consolidated financial information included in this prospectus does not purport to indicate the results that would have actually been achieved had the offering reorganization been completed on the assumed date or for the periods presented, or which may be realized in the future, nor does it give effect to any events other than those described in our unaudited pro forma consolidated financial statements and notes thereto.

We may become subject to litigation, which could have a material adverse effect on our business, financial condition and results of operations.

We may become subject to litigation in the future. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we are not, or cannot be, insured against. We generally intend to defend ourselves vigorously; however, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having a material adverse effect on our business, financial condition, results of operations, cash flow and per share trading price of our Class A common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured and adversely impact our ability to attract directors and officers.

Risks relating to our structure

We will be a holding company and our only material asset after completion of the offering reorganization and this offering will be our interest in Evolent Health LLC and, accordingly, we will be dependent upon distributions from Evolent Health LLC to pay taxes and other expenses.

We will be a holding company and will have no material assets other than our ownership of Class A common units of Evolent Health LLC. We will have no independent means of generating revenue. Evolent Health LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not itself be subject to U.S. federal income tax. Instead, its net taxable income will generally be allocated to its members,

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including us, pro rata according to the number of common units each member owns. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Evolent Health LLC and also will incur expenses related to our operations. We intend to cause Evolent Health LLC to distribute cash to its members, including us, in an amount sufficient to cover all of our tax liabilities and dividends, if any, declared by us, as well as any payments due under the tax receivables agreements, as described under “The reorganization of our corporate structure—Tax receivables agreements”. To the extent that we need funds to pay our tax or other liabilities or to fund our operations, and Evolent Health LLC is restricted from making distributions to us under applicable agreements, laws or regulations or does not have sufficient cash to make these distributions, we may have to borrow funds to meet these obligations and operate our business, and our liquidity and financial condition could be materially adversely affected. To the extent that we are unable to make payments under the tax receivables agreements for any reason, such payments will be deferred and will accrue interest until paid.

We will be required to pay our existing investors for certain tax benefits we may claim in the future, and these amounts are expected to be material.

The Class B common units held upon consummation of the transactions described in “The reorganization of our corporate structure” may in the future be exchanged (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock. The exchanges may result in increases in the tax basis of the assets of Evolent Health LLC that otherwise would not have been available. In addition, we expect that certain net operating losses will be available to us as a result of the transactions described in “The reorganization of our corporate structure”. These increases in tax basis and net operating losses may reduce the amount of tax that we would otherwise be required to pay in the future, although the Internal Revenue Service, or IRS, may challenge all or a part of the tax basis increases and net operating losses, and a court could sustain such a challenge.

We will enter into a tax receivables agreement related to the tax basis step-up of the assets of Evolent Health LLC, which we refer to as the basis tax receivables agreement, with the holders of Class B common units and certain of our other current investors, pursuant to which we will pay them 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of these possible increases in tax basis resulting from our exchanges of Class B common units (calculated assuming that any post-offering transfer of Class B common units (other than the exchanges) had not occurred) as well as certain other benefits attributable to payments under the basis tax receivables agreement itself.

We will also enter into a tax receivables agreement related to certain net operating losses of the former members of Evolent Health LLC, which we refer to as the NOL tax receivables agreement, with certain of our current investors that will provide for the payment to them of 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of the utilization of the net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG attributable to periods prior to this offering and the deduction of any imputed interest attributable to our payment obligations under the NOL tax receivables agreement. We refer to the basis tax receivables agreement and the NOL tax receivables agreement collectively as the tax receivables agreements.

The payments that we make under the tax receivables agreements could be substantial. Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of             , if all of the Class B common units were acquired by us in taxable transactions at the time of the closing of this offering for a price of $         (the midpoint of the price range set forth on the cover page of this prospectus) per Class B common unit, we estimate that the amount that we would be required to pay under the basis tax receivables agreement could be approximately $        . Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, we estimate that the amount that we would be required to pay under the NOL tax receivables

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agreement could be approximately $        . The actual amounts may be materially greater than these hypothetical amounts as potential future payments will vary depending on a number of factors, including the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable. Payments under the tax receivables agreement are not conditioned on our existing investors’ continued ownership of any of our equity after this offering.

We will not be reimbursed for any payments made to our existing investors under the tax receivables agreements in the event that any tax benefits are disallowed.

If the IRS successfully challenges the tax basis increases or the existence or amount of the net operating losses at any point in the future after payments are made under the tax receivables agreements, we will not be reimbursed for any payments made under the applicable tax receivables agreement (although future payments under the applicable tax receivables agreement, if any, would be netted against any unreimbursed payments to reflect the result of any such successful challenge by the IRS). As a result, in certain circumstances, we could be required to make payments under the tax receivables agreements in excess of our cash tax savings.

We may not be able to realize all or a portion of the tax benefits that are currently expected to result from future exchanges of Class B common units for our Class A common stock, the utilization of certain tax attributes previously held by Evolent Health Holdings, Inc. and an affiliate of TPG and from payments made under the tax receivables agreements.

Our ability to realize the tax benefits that we currently expect to be available as a result of the increases in tax basis created by any future exchanges of Class B common units (together with an equal number of shares of our Class B common stock) for our Class A common stock and by the payments made pursuant to the basis tax receivables agreement, and our ability to utilize the pre-offering net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG and the interest deductions imputed under the tax receivables agreements all depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income were insufficient or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders’ equity could be negatively affected. See “The reorganization of our corporate structure—Tax receivables agreements”.

In certain circumstances, Evolent Health LLC will be required to make distributions to us and the existing owners of Evolent Health LLC and the distributions that Evolent Health LLC will be required to make may be substantial.

Evolent Health LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to U.S. federal income tax. Instead, taxable income will be allocated to its members, including us. We intend to cause Evolent Health LLC to make pro rata cash distributions, or tax distributions, to its members in an amount sufficient to allow each member to pay taxes on such member’s allocable share of the net taxable income of Evolent Health LLC. Funds used by Evolent Health LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, these tax distributions may be substantial, and will likely exceed (as a percentage of Evolent Health LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. As a result of the potential differences in the amount of net taxable income allocable to us and the Class B common unit holders, it is possible that we will receive distributions significantly in excess of our tax liabilities and obligations to make payments under the tax receivables agreements. To the extent we do not distribute such cash balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to Evolent Health LLC, the Class B common unit holders would benefit from any value attributable to such accumulated cash balances as a result of its ownership of Class A common stock following an exchange of its Class B common units in Evolent Health LLC (including any exchange upon an acquisition of us). See “Dividend policy”.

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In certain cases, payments by us under the tax receivables agreements may be accelerated or significantly exceed the tax benefits we realize in respect of the tax attributes subject to the tax receivables agreements.

The tax receivables agreements will provide that upon certain changes of control, or if, at any time, we elect an early termination of the tax receivables agreements or are in material breach of our obligations under the tax receivables agreements, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits to the existing holders of Class B common units, the former stockholders of Evolent Health Holdings, Inc. and the former stockholders of an affiliate of TPG. Such payment would be based on certain valuation assumptions and deemed events set forth in the tax receivables agreements, including the assumption that we have sufficient taxable income to fully utilize such tax benefits. The benefits would be payable even though, in certain circumstances, no Class B common units are actually exchanged and no net operating losses are actually used at the time of the accelerated payment under the tax receivables agreement, thereby resulting in no corresponding tax basis step up at the time of such accelerated payment under the basis tax receivables agreement. Accordingly, payments under the tax receivables agreements may be made years in advance of the actual realization, if any, of the anticipated future tax benefits and may be significantly greater than the benefits we realize in respect of the tax attributes subject to the tax receivables agreements. In these situations, our obligations under the tax receivables agreements could have a substantial negative impact on our liquidity. We may not be able to finance our obligations under the tax receivables agreements and any indebtedness we incur may limit our subsidiaries’ ability to make distributions to us to pay these obligations. In addition, our obligations under the tax receivables agreements could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control that could be in the best interests of holders of our Class A common stock.

Different interests among our investors or between our investors and us, including with respect to related party transactions, could prevent us from achieving our business goals.

For the foreseeable future, we expect that a majority of our board of directors will include directors who are affiliated with entities that may have commercial relationships with us. See “Certain relationships and related transactions”. Certain of our existing investors could have business interests that conflict with those of the other investors, which may make it difficult for us to pursue strategic initiatives that require consensus among our owners.

Our relationship with our existing investors, who will own     % of our Class A common stock,     % of our Class B common stock and a     % economic interest in Evolent Health LLC, following the completion of the offering reorganization and this offering, could create conflicts of interest among our investors, or between our investors and us, in a number of areas relating to our past and ongoing relationships. For example, certain of our products and services compete (or may compete in the future) with various products and services of our investors. In addition, our existing investors may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the tax receivables agreements that we intend to enter into in connection with this offering, and whether and when Evolent Health, Inc. should terminate the tax receivables agreements and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration these existing investors’ tax or other considerations even where no similar benefit would accrue to us. Except as set forth in the tax receivables agreements and the stockholders’ agreement that we intend to enter into with our existing investors, which we refer to as the stockholders’ agreement, there are not any formal dispute resolution procedures in place to resolve conflicts between us and our existing investors or among our existing investors. We may not be able to resolve any potential conflicts between us and an existing investor and, even if we do, the resolution may be less favorable to us than if we were negotiating with an unaffiliated party.

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The agreements between us and certain of our existing investors were made in the context of an affiliated relationship and may contain different terms than comparable agreements with unaffiliated third parties.

The contractual agreements that we have with certain of our existing investors were negotiated in the context of an affiliated relationship in which representatives of such existing investors and their affiliates comprised a significant portion of our board of directors. As a result, the financial provisions, and the other terms of these agreements, such as covenants, contractual obligations on our part and on the part of such existing investors and termination and default provisions may be less favorable to us than terms that we might have obtained in negotiations with unaffiliated third parties in similar circumstances, which could have a material adverse effect on our business, financial condition and results of operations. See “Certain relationships and related transactions—Commercial agreements with certain investors”.

We expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, we will qualify for exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Certain of our existing investors that we expect to be a party to a stockholders’ agreement upon the completion of this offering will own a majority of the voting power of our outstanding common stock following the completion of this offering. Accordingly, we expect to be considered a “controlled company” under the NYSE rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of listing of our Class A common stock:

• we have a board that is composed of a majority of “independent directors” as defined under the NYSE rules; and

• we have a compensation committee and a nominating and corporate governance committee that is composed of independent directors.

We intend to take advantage of these exemptions following the completion of this offering. Accordingly, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE’s corporate governance requirements. See “Management—Controlled company”.

Risks relating to this offering and ownership of our Class A common stock

There may not be an active, liquid trading market for our Class A common stock.

Prior to this offering, there has been no public market for shares of our Class A common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any shares of our Class A common stock that you purchase, or the price at which you may be able to sell such shares may decline. The initial public offering price of shares of our Class A common stock is, or will be, determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of shares of our Class A common stock may decline below the initial public offering price, and you may not be able to resell your shares of our Class A common stock at or above the initial public offering price.

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We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our Class A common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

• market conditions in the broader stock market in general, or in our industry in particular;

• actual or anticipated fluctuations in our quarterly financial reports and results of operations;

• our ability to satisfy our ongoing capital needs and unanticipated cash requirements;

• indebtedness incurred in the future;

• introduction of new products and services by us or our competitors;

• issuance of new or changed securities analysts’ reports or recommendations;

• sales of large blocks of our stock;

• additions or departures of key personnel;

• regulatory developments;

• litigation and governmental investigations; and

• economic and political conditions or events.

These and other factors may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The trading market for our Class A common stock will also be influenced by the research and reports that industry or securities analysts publish about us or our business. As a new public company, we do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our stock, or if our results of operations do not meet their expectations, our stock price could decline.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline.

If our existing stockholders sell substantial amounts of our Class A common stock in the public market following this offering, the market price of our Class A common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of Class A common stock could also depress our market price. Upon the completion of this offering, we will have              shares of Class A common stock outstanding. In addition,              options that are held by our employees are currently exercisable or will be exercisable in 2015. Our executive officers and directors will be subject to the lock-up agreements described under “Underwriting” and the Rule 144 holding period requirements described under “Shares eligible for future sale”. After all of these lock-up periods have expired, the holding periods have elapsed and, in the case of restricted stock, the shares have vested, additional shares will be eligible for sale in the public market. The market price of shares of our Class A common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of shares of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of our Class A common stock or other equity securities.

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The market price of our Class A common stock could decline due to the large number of shares of Class A common stock eligible for future sale upon the exchange of Class B common units.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock eligible for future sale upon the exchange of Class B common units (together with an equal number of shares of our Class B common stock), or the perception that such sales could occur. These sales, or the possibility that these sales may occur, may also make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate.

After the completion of this offering,              Class A common units and              Class B common units of Evolent Health LLC will be outstanding. Each Class B common unit, together with one share of our Class B common stock, will be exchangeable for one share of Class A common stock, as described under “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC”. Pursuant to a registration rights agreement, we will grant registration rights to the holders of the Class B common units with respect to their shares of Class A common stock delivered in exchange for their Class B common units, as well as certain other holders of our Class A common stock. See “The reorganization of our corporate structure—Registration rights agreement”.

Some provisions of Delaware law, our amended and restated certificate of incorporation and amended and restated bylaws and certain of our contracts may deter third parties from acquiring us.

We expect that our amended and restated certificate of incorporation and amended and restated bylaws will, among other things:

• divide our board of directors into three staggered classes of directors that are each elected to three-year terms;

• prohibit stockholder action by written consent after the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of shares of our common stock;

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive;

• prohibit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

• provide that special meetings of the stockholders may be called only by or at the direction of the board of directors, the chairman of our board, the chief executive officer or, so long as TPG, The Advisory Board and UPMC collectively own at least a majority in voting power of shares of our common stock, any such stockholder, subject to certain limitations;

• require advance notice to be given by stockholders for any stockholder proposals or director nominees;

• after the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of shares of our common stock, require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of stock to amend certain provisions of our amended and restated certificate of incorporation and any provision of our amended and restated bylaws; and

• after the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of shares of our common stock, require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of stock to remove directors and only for cause.

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In addition, Section 203 of the General Corporation Law of the State of Delaware, or DGCL, may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an “interested stockholder”. We intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL. Nevertheless, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203 of the DGCL, except that they will provide that each of TPG, UPMC and The Advisory Board and their transferees will not be deemed to be “interested stockholders”, and accordingly will not be subject to such restrictions.

These and other provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of our company or could make it more difficult for you and other stockholders to elect directors of your choosing or to cause us to take other corporate actions that you desire. See “Description of capital stock”. Provisions in certain of our contracts may also deter third parties from acquiring us. For example, under the UPMC IP Agreement, Evolent Health LLC’s license to certain intellectual property of UPMC would cease if we are acquired by certain specified acquirers. In addition, our contracts with certain customers would terminate if we are acquired by certain competitors or if UPMC ceases to be a subcontractor of our data and technology services. See “Certain relationships and related transactions—Commercial agreements with certain investors—License agreements”.

Our amended and restated certificate of incorporation and stockholders’ agreement will contain provisions renouncing our interest and expectation to participate in certain corporate opportunities identified by or presented to certain of our existing investors.

Each of TPG, The Advisory Board and UPMC and their respective affiliates may engage in activities similar to ours or lines of business or have an interest in the same areas of corporate opportunities as we do. Our amended and restated certificate of incorporation and stockholders’ agreement will provide that such stockholders and their respective affiliates will not have any duty to refrain from (1) engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or (2) doing business with any of our clients, customers or vendors. In the event that TPG, The Advisory Board or UPMC or any of their respective affiliates acquires knowledge of a potential business opportunity which may be a corporate opportunity for us, they will have no duty to communicate or offer such corporate opportunity to us. Our amended and restated certificate of incorporation and stockholders’ agreement will also provide that, to the fullest extent permitted by law, none of such stockholders or their respective affiliates will be liable to us, for breach of any fiduciary duty or otherwise, by reason of the fact that any such stockholder or any of its affiliates directs such corporate opportunity to another person, or otherwise does not communicate information regarding such corporate opportunity to us, and we will waive and renounce any claim that such business opportunity constituted a corporate opportunity that should have been presented to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive business opportunities are allocated by TPG, The Advisory Board or UPMC to themselves or their respective affiliates instead of to us. See “Description of capital stock—Corporate opportunity”.

Our amended and restated certificate of incorporation will designate courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action asserting a claim against us

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arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, (d) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws or (e) any other action asserting a claim against us that is governed by the internal affairs doctrine. We refer to each of these proceedings as a covered proceeding. In addition, our amended and restated certificate of incorporation will provide that if any action the subject matter of which is a covered proceeding is filed in a court other than the specified Delaware courts without the approval of our board of directors, which we refer to as a foreign action, the claiming party will be deemed to have consented to (1) the personal jurisdiction of the specified Delaware courts in connection with any action brought in any such courts to enforce the exclusive forum provision described above and (2) having service of process made upon such claiming party in any such enforcement action by service upon such claiming party’s counsel in the foreign action as agent for such claiming party. Our amended and restated certificate of incorporation will also provide that, except to the extent prohibited by the DGCL, in the event that a claiming party initiates, asserts, joins, offers substantial assistance to or has a direct financial interest in any foreign action without the prior approval of our board of directors, each such claiming party will be obligated jointly and severally to reimburse us and any officer, director or other employee made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys’ fees and other litigation expenses) that the parties may incur in connection with such foreign action. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to these provisions. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Our amended and restated bylaws will provide that if a claiming party brings certain actions against us and is not successful on the merits then it will be obligated to pay our litigation costs, which could have the effect of discouraging litigation, including claims brought by our stockholders.

Our amended and restated bylaws will provide that, except to the extent prohibited by the DGCL, and unless our board of directors otherwise approves, in the event that any claiming party (a) initiates, asserts, joins, offers substantial assistance to or has a direct financial interest in a covered proceeding and (b) such claiming party does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought by such claiming party, then each such claiming party will be obligated to reimburse us and any applicable director, officer or other employee for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys’ fees and other litigation expenses) that we or any such director, officer or other employee actually incurs in connection with the covered proceeding. While application of this standard will necessarily need to take into account the particular facts, circumstances and equities of any particular claim, we would expect a claiming party to be required to prevail on the merits on substantially all of the claims asserted in the complaint and, as a result, receive substantially the full remedy that it was seeking (including, if applicable, any equitable remedy) in order to avoid responsibility for reimbursing such fees, costs and expenses. Any person or entity purchasing or otherwise acquiring any interest in the shares of our capital stock will be deemed to have notice of and consented to this provision. This provision could have the effect of discouraging litigation against us, including claims brought by our stockholders and including claims that are partially (but not wholly) successful on the merits. However, it is currently unclear whether the Delaware legislature will take action to eliminate or limit the ability of stock corporations to implement provisions such as this, or whether Delaware courts will enforce in full a provision such as this for a Delaware stock corporation. If the Delaware legislature takes action to limit or eliminate our ability to include this provision in our amended

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and restated bylaws or a court were to find this provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future to fund the development and growth of our business. We do not intend to pay any dividends to holders of our Class A common stock. As a result, capital appreciation in the price of our Class A common stock, if any, will be your only source of gain on an investment in our Class A common stock. See “Dividend policy”.

New investors in our Class A common stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding Class A common stock immediately after this offering. Based on an assumed initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus) and our net tangible book value as of             , if you purchase our Class A common stock in this offering you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $         per share in pro forma net tangible book value. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

In preparation of this offering, we identified a material weakness in our internal control over financial reporting, and if we are unable to remedy our material weakness, or if we fail to establish and maintain effective internal controls, we may be unable to produce timely and accurate financial statements, and we may conclude that our internal control over financial reporting is not effective, which could adversely impact our investors’ confidence and our stock price.

Prior to the completion of this offering, we have been a private company and had limited accounting personnel to fully execute our accounting processes and address our internal control over financial reporting. We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly-traded company, we will be required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Pursuant to the JOBS Act, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting until the later of (1) the year following our first annual report required to be filed with the SEC or (2) the date we are no longer an emerging growth company.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. During the course of preparing for this offering, we determined that we had a material weakness in the design and operating effectiveness of our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over

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financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness that we identified was that we did not maintain a sufficient complement of resources with an appropriate level of accounting knowledge, experience and training to address accounting for complex, non-routine transactions.

We are currently in the process of remediating the material weakness and are taking numerous steps that we believe will address the underlying causes of the material weakness, primarily through the hiring of additional accounting and finance personnel with technical accounting and financial reporting experience, enhancing our training programs within our accounting and finance department, and enhancing our internal review procedures during the financial statement close process. This initiative will place significant demands on our financial and operational resources, as well as our IT systems. Our current efforts to design and implement an effective control environment may not be sufficient to remediate or prevent future material weaknesses or significant deficiencies from occurring. During the course of the design and implementation, we may identify additional control deficiencies, which could give rise to other material weaknesses, in addition to the material weakness described above. The material weakness described above or any newly identified material weakness could result in a misstatement of our financial statements or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and all instances of fraud will be detected. If we fail to effectively remediate deficiencies in our control environment, if we identify future material weaknesses in our internal controls over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. In addition, if we are unable to assert that our internal control over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, if and when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected. We also could become subject to investigations by the NYSE, the SEC or other regulatory authorities.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company”, as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. During the course of preparing for this offering, we concluded that we had a material weakness in the design and operating effectiveness of our internal control over financial reporting. We also intend to take advantage of reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, which may make it more difficult for investors and securities analysts to evaluate our company, and exemptions from the requirement of holding advisory “say on pay” votes on executive compensation and advisory votes on golden parachute compensation. In addition, we have elected to report only two years of audited annual financial statements and to present management’s discussion and analysis of financial condition and results of operations for only those two years. We cannot predict if investors will find our Class A common stock less attractive if we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more

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volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be up to five years. See “Prospectus summary—Implications of being an emerging growth company”.

Our operating subsidiary will have broad discretion in using the net proceeds of this offering contributed by us and may not effectively expend the proceeds.

We expect that Evolent Health LLC will use the net proceeds of this offering contributed by us for working capital and other general corporate purposes. Evolent Health LLC will have broad discretion in the application of such proceeds and we may not apply such proceeds effectively. Management might not be able to yield a significant return, or any return, on any investment of these proceeds. You will not have the opportunity to influence decisions on the use of these proceeds. See “Use of proceeds”.

Our business and stock price may suffer as a result of our lack of public company operating experience.

We have been a privately-held company since we began operations in 2011. Our lack of public company operating experience may make it difficult to forecast and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our prospects, financial condition, results of operations and stock price may be harmed.

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Special note regarding forward-looking statements

We have made statements under the captions “Prospectus summary”, “Risk factors”, “Management’s discussion and analysis of financial condition and results of operations”, “Unaudited Pro Forma Consolidated Financial Statements”, “Business” and in other sections of this prospectus that are forward-looking statements. All statements other than statements of historical fact included in this prospectus are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “aims”, “predicts”, “potential” or “continue”, the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. We believe the risks attending any forward-looking statements include, but are not limited to, those described under “Risk factors” and include, among other things:

• the structural change in the market for healthcare in the United States;

• our ability to effectively manage our growth;

• the significant portion of revenues we derive from our largest partners;

• our ability to offer new and innovative products and services;

• the growth and success of our partners, which is difficult to predict and is subject to factors outside of our control;

• our ability to attract new partners;

• our ability to recover the significant upfront costs in our partner relationships;

• our ability to estimate the size of our target market;

• our ability to maintain and enhance our reputation and brand recognition;

• consolidation in the healthcare industry;

• competition which could limit our ability to maintain or expand market share within our industry;

• our ability to partner with providers due to exclusivity provisions in our contracts;

• uncertainty in the healthcare regulatory framework;

• restrictions and penalties as a result of privacy and data protection laws;

• adequate protection of our intellectual property;

• any alleged infringement, misappropriation or violation of third-party proprietary rights;

• our use of “open source” software;

• our reliance on third parties;

• our ability to use, disclose, de-identify or license data and to integrate third-party technologies;

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• data loss or corruption due to failures or errors in our systems and service disruptions at our data centers;

• breaches or failures of our security measures;

• our reliance on Internet infrastructure, bandwidth providers, data center providers, other third parties and our own systems for providing services to our users;

• our dependency on our key personnel, and our ability to attract, hire, integrate and retain key personnel;

• risks related to future acquisition opportunities;

• our future indebtedness and our ability to obtain additional financing;

• our ability to achieve profitability in the future;

• the requirements of being a public company;

• our pro forma financial information may not be representative of our future performance;

• the risk of potential future litigation; and

• our ability to remediate the material weakness in our internal control over financial reporting.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

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The reorganization of our corporate structure

Overview

Evolent Health, Inc. was incorporated as a Delaware corporation on December 12, 2014. Immediately prior to the completion of this offering, we will complete a reorganization, which we refer to as the offering reorganization, pursuant to which we will amend and restate our certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described under “Description of capital stock”. Pursuant to the offering reorganization, we will also merge with Evolent Health Holdings, Inc. and an affiliate of TPG. In accordance with the terms of the mergers, each of the then-existing stockholders of Evolent Health Holdings, Inc., including UPMC and The Advisory Board, as well as certain of our existing partners and employees, will receive a certain number of shares of our Class A common stock and the right to certain payments under the tax receivables agreements in exchange for each share of common stock it holds in Evolent Health Holdings, Inc. and TPG will receive a certain number of shares of our Class A common stock and the right to certain payments under the tax receivables agreements in exchange for 100% of the common stock that it holds in its affiliate. In addition, pursuant to the offering reorganization we will issue shares of our Class B common stock to TPG and The Advisory Board, each of which is a member of Evolent Health LLC. Shares of our Class B common stock will vote together with shares of our Class A common stock as a single class, except as otherwise required by law or pursuant to our amended and restated certificate of incorporation or amended and restated bylaws. See “Description of capital stock—Class B common stock”. After completion of this offering, the existing direct and indirect investors of Evolent Health LLC will beneficially own     % in the aggregate of our outstanding Class A and Class B common stock on a combined basis. As described in more detail below, each Class B common unit of Evolent Health LLC can be exchanged (together with one share of our Class B common stock) for one share of our Class A common stock and is otherwise non-transferrable.

Cravath, Swaine & Moore LLP will deliver an opinion to Evolent Health, Inc., that the mergers described above will each qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The opinion will not address any U.S. state or local, or foreign tax consequences of the mergers and will rely upon customary assumptions and representations by Evolent Health Holdings, Inc. and an affiliate of TPG. The opinion cannot be relied on if any of the assumptions or representations are incorrect, incomplete or inaccurate.

Evolent Health, Inc. was formed for purposes of this offering and has, to date, engaged only in activities in contemplation of this offering. Following this offering, Evolent Health, Inc. will be a holding company and its principal asset will be all of the Class A common units in Evolent Health LLC. Our business began operations in 2011 and, historically, we operated through Evolent Health LLC and its predecessor.

There will be             shares of our Class A common stock outstanding after this offering. These shares will represent 100% of the economic rights of the holders of all classes of our capital stock.

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The diagram below shows our organizational structure immediately after the offering reorganization and the completion of this offering described herein.

Holding company structure

Our only business after this offering will be to act as sole managing member of Evolent Health LLC. We will operate and control all of our businesses and affairs through Evolent Health LLC. Immediately prior to this offering, Evolent Health LLC’s operating agreement will be amended and restated to, among other things, establish two classes of equity: Class A common units held by us and Class B common units held only by persons or entities we permit which, immediately following the completion of this offering, will be TPG and The Advisory Board. Following the completion of this offering, the financial results of Evolent Health LLC will be consolidated in our financial statements.

Third amended and restated operating agreement of Evolent Health LLC

Following the offering reorganization and this offering, we will operate our business through Evolent Health LLC. The operations of Evolent Health LLC, and the rights and obligations of its members, will be governed by the third amended and restated operating agreement of Evolent Health LLC, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of the material terms of the third amended and restated operating agreement.

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Governance

We will serve as sole managing member of Evolent Health LLC. As such, we will control its business and affairs and will be responsible for the management of its business. No other members of Evolent Health LLC, in their capacity as such, will have any authority or right to control the management of Evolent Health LLC or to bind it in connection with any matter.

Voting and economic rights of members

Evolent Health LLC will have two series of outstanding equity: Class A common units, which may only be issued to Evolent Health, Inc., as sole managing member, and Class B common units. We refer to these Class A common units and Class B common units of Evolent Health LLC, collectively, as common units. The Class B common units will be held initially by TPG and The Advisory Board. The Class A common units and Class B common units will entitle their holders to equivalent economic rights, meaning an equal share in the profits and losses of, and distributions from, Evolent Health LLC. Holders of Class B common units will have no voting rights, except for the right to approve certain amendments to the third amended and restated operating agreement.

Net profits and losses of Evolent Health LLC generally will be allocated, and distributions will be made, to its members pro rata in accordance with the number of common units (Class A or Class B, as the case may be) they hold. Accordingly, net profits and net losses of Evolent Health LLC will initially be allocated, and distributions will be made, approximately     % to us and approximately     % to the holders of Class B common units (or     % and     %, respectively, if the underwriters exercise their over-allotment option in full).

Subject to the availability of net cash flow at the Evolent Health LLC level and to applicable legal and contractual restrictions, we intend to cause Evolent Health LLC to distribute to us, and to the other holders of common units, cash payments for the purposes of funding tax obligations in respect of any net taxable income that is allocated to us and the other holders of common units as members of Evolent Health LLC to fund dividends, if any, declared by us and to make any payments due under the tax receivables agreements, as described below. See “—Tax consequences”. Regardless of whether Evolent Health LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to holders of our Class A common stock will be made by our board of directors except as described in “Dividend policy”. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. Class B common stock will not be entitled to any dividend payments.

Coordination of Evolent Health, Inc. and Evolent Health LLC

Whenever we issue one share of Class A common stock for cash, the net proceeds will be transferred promptly either to Evolent Health LLC in exchange for one Class A common unit, or to a holder of Class B common units in exchange for a Class B common unit and a share of our Class B common stock. If we issue other classes or series of equity securities, we will contribute to Evolent Health LLC the net proceeds we receive in connection with such issuance, and Evolent Health LLC will issue to us an equal number of equity securities with designations, preferences and other rights and terms that are substantially the same as our newly issued equity securities. Conversely, if we repurchase any shares of Class A common stock (or equity securities of other classes or series) for cash, Evolent Health LLC will, immediately prior to our repurchase, redeem an equal number of Class A common units (or its equity securities of the corresponding classes or series), upon the same terms and for the same price, as the shares of our Class A common stock (or our equity securities of such other classes or series) that are repurchased. Common units and shares of our common stock will be subject to equivalent stock splits, dividends and reclassifications.

We will not conduct any business other than the management and ownership of Evolent Health LLC, or own any other material assets (other than on a temporary basis), although we may take such actions and own such

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assets as are necessary to comply with applicable law, including compliance with our responsibilities as a public company under the U.S. federal securities laws, and may incur indebtedness and take other actions if we determine that doing so is in our best interest.

Issuances of common units

Class A common units may be issued only to us as the sole managing member of Evolent Health LLC. Class B common units may be issued only to persons or entities we permit which, immediately following the completion of this offering, will be TPG and The Advisory Board. Such issuances shall be made in exchange for cash or other consideration. Class B common units may not be transferred as Class B common units except to certain permitted transferees and in accordance with the restrictions on transfer set forth in the third amended and restated operating agreement of Evolent Health LLC. Any such transfer must be accompanied by the transfer of an equal number of shares of our Class B common stock.

Exchange agreement

Immediately prior to the completion of this offering, we will enter into an exchange agreement with Evolent Health LLC, TPG and The Advisory Board, which are the existing holders of Class B common units. Pursuant to and subject to the terms of the exchange agreement and the third amended and restated operating agreement of Evolent Health LLC, holders of Class B common units, at any time and from time to time, may exchange one or more Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis. Such exchange may be completed, at the election of Evolent Health LLC, by us or Evolent Health LLC. If Evolent Health LLC completes such exchange, we will contribute Class A common stock to Evolent Health LLC prior to the exchange. The amount of Class A common stock issued or conveyed will be subject to equitable adjustments for stock splits, stock dividends and reclassifications.

Holders will not have the right to exchange Class B common units if we determine that such exchange would be prohibited by applicable law or regulation, would violate other agreements to which we may be subject or would pose a material risk that Evolent Health LLC would be treated as a “publicly traded partnership” for U.S. federal income tax purposes. If the IRS were to contend successfully that Evolent Health LLC should be treated as a “publicly traded partnership” for U.S. federal income tax purposes, Evolent Health LLC would be treated as a corporation for U.S. federal income tax purposes and thus would be subject to entity-level tax on its taxable income.

A holder that exchanges Class B common units will also be required to deliver an equal number of shares of our Class B common stock. In connection with each exchange, Evolent Health LLC will cancel the delivered Class B common units and issue to us Class A common units on a one-for-one basis. Thus, as holders exchange their Class B common units for Class A common stock, our interest in Evolent Health LLC will increase.

The third amended and restated operating agreement will prohibit certain business combination transactions in which our Class A common stock is exchanged for consideration unless each holder of shares of Class A common stock or Class B common stock is allowed to participate equally in the transaction as if the Class B common stock, together with the corresponding number of Class B units, had been exchanged for shares of Class A common stock pursuant to the exchange agreement immediately prior to the transaction.

We, Evolent Health LLC and the exchanging holder will each generally bear our own expenses in connection with an exchange, except that, subject to a limited exception, we are required to pay any transfer taxes, stamp taxes or duties or other similar taxes in connection with such an exchange.

We have reserved for issuance             shares of our Class A common stock for potential exchange in the future for Class B common units, which is the aggregate number of Class B common units to be outstanding after completion of the offering reorganization and this offering.

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Exculpation and indemnification

The third amended and restated operating agreement of Evolent Health LLC will contain provisions limiting the liability of Evolent Health LLC’s members (including Evolent Health, Inc.), officers and their respective affiliates to Evolent Health LLC or any of its members. Moreover, the third amended and restated operating agreement will contain broad indemnification provisions for Evolent Health LLC’s members (including Evolent Health, Inc.), officers and their respective affiliates. Because Evolent Health LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the DGCL with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Voting rights of Class A stockholders and Class B stockholders

Each share of our Class A common stock or our Class B common stock will entitle its holder to one vote. Immediately after this offering, our Class B stockholders will collectively hold approximately     % of the total voting power of our common stock (or     % if the underwriters exercise their over-allotment option in full).

Tax consequences

Holders of common units, including Evolent Health, Inc., generally will incur U.S. federal, state and local and foreign income taxes on their allocable shares of any net taxable income of Evolent Health LLC. We expect that the third amended and restated operating agreement of Evolent Health LLC will provide for cash distributions to its members in an amount at least equal to the members’ assumed tax liability attributable to Evolent Health LLC. We expect that distributions in respect of the members’ assumed tax liability generally will be computed based on our estimate of the net taxable income of Evolent Health LLC allocable per common unit multiplied by an assumed tax rate. As a result, these distributions will be pro rata in accordance with the number of common units (Class A or Class B) held. Funds used by Evolent Health LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, these tax distributions may be substantial, and will likely exceed (as a percentage of Evolent Health LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, as a result of potential differences in the amount of net taxable income allocable to us and to the existing owners of Evolent Health LLC, as well as the use of an assumed tax rate in calculating Evolent Health LLC’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the tax receivables agreements described below. In accordance with the third amended and restated operating agreement, Evolent Health LLC intends to make distributions to its members in respect of such assumed tax liability and to fund dividends, if any, declared by us, as well as any payments we are obligated to make under the tax receivables agreements described below.

Evolent Health LLC intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, or the Code, which will be effective for 2015 and for each taxable year in which an exchange of Class B common units occurs, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock. We expect that, as a result of this election, any future exchanges of Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, will result in increases in the tax basis in our share of the tangible and intangible assets of Evolent Health LLC at the time of such exchange, which will increase the tax depreciation and amortization deductions available to us and which could create other tax benefits. Any such increases in tax basis and tax depreciation and amortization deductions or other tax benefits could reduce the amount of tax that we would otherwise be required to pay in the future.

In addition, we expect that certain net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG will be available to us as a result of the offering reorganization. We will be required to pay a portion of the cash

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savings we actually realize from such increase in the tax basis of the tangible and intangible assets of Evolent Health LLC or from the utilization of such net operating losses to certain holders of Class B common units or contributors of the net operating losses pursuant to the NOL tax receivables agreement.

Furthermore, payments under each of the tax receivables agreements, as described below, will themselves give rise to additional tax benefits and therefore, to additional payments under the applicable tax receivables agreement. To the extent that we are unable to make payments under the tax receivables agreements for any reason, such payments will be deferred and will accrue interest until paid. See “—Tax receivables agreements”.

Tax receivables agreements

This offering is not anticipated to result in an increase in the tax basis in our share of the tangible and intangible assets of Evolent Health LLC. However, subsequent exchanges of Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of Evolent Health LLC’s tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. In addition, we expect that certain net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG will be available to us as a result of the offering reorganization. See “—Third amended and restated operating agreement of Evolent Health LLC—Tax consequences”.

Immediately prior to the completion of this offering, we will enter into the basis tax receivables agreement with the current holders of Class B common units, TPG and The Advisory Board, and certain of our other current investors. The agreement will require us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local and foreign income tax we realize as a result of any deductions attributable to future increases in tax basis following the exchanges described above (calculated assuming that any post-offering transfer of Class B common units (other than the exchanges) had not occurred) or deductions attributable to imputed interest or future increases in tax basis following payments made under the basis tax receivables agreement.

Immediately prior to the completion of this offering, we will also enter into the NOL tax receivables agreement, pursuant to which we will pay the former stockholders of Evolent Health Holdings, Inc. and TPG 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of the utilization of the net operating losses of Evolent Health Holdings, Inc. and the affiliate of TPG attributable to periods prior to this offering, as well as deductions attributable to imputed interest on any payments made under the NOL tax receivables agreement.

The obligations under the tax receivables agreements will be our obligations and not obligations of Evolent Health LLC. We will benefit from the remaining 15% of any realized cash savings. For purposes of the tax receivables agreements, cash savings in income tax will be computed by comparing our actual income tax liability with our hypothetical liability had we not been able to utilize the tax benefits subject to the applicable tax receivables agreement. Additionally, for purposes of the basis tax receivables agreement, the amount of the increase in tax basis following an exchange of Class B common units will be calculated assuming that any pre-exchange (but post-offering) transfer of such Class B common units had not occurred. Therefore we may be required to make payments under the basis tax receivables agreement that are attributable to the increase in tax basis caused by such a pre-exchange transfer. The tax receivables agreements will become effective upon the completion of this offering and will remain in effect until all such tax benefits have been used or expired, unless the agreement is terminated early, as described below. Estimating the amount of payments to be made under the tax receivables agreements cannot be done reliably at this time because any increase in tax basis, as

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well as the amount and timing of any payments under the tax receivables agreements, will vary depending on a number of factors, including:

• the timing of exchanges of Class B common units (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock—for instance, the increase in any tax deductions will vary depending on the fair market value of the depreciable and amortizable assets of Evolent Health LLC at the time of the exchanges, and this value may fluctuate over time;

• the price of our Class A common stock at the time of exchanges of Class B common units (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock—the increase in our share of the basis in the assets of Evolent Health LLC, as well as the increase in any tax deductions, will be related to the price of our Class A common stock at the time of these exchanges;

• the tax rates in effect at the time we use the increased amortization and depreciation deductions or realize other tax benefits;

• any limitation on our utilization of the net operating losses formerly held by Evolent Health Holdings, Inc. or an affiliate of TPG under Section 382 of the Code; and

• the amount, character and timing of our taxable income.

We will be required under the tax receivables agreements to pay 85% of the tax savings, described above, if any, as and if realized. Except in certain circumstances, if in a given taxable year we do not have taxable income, before taking into account any tax benefits subject to the tax receivables agreements, we will not be required to make payments under these agreements for that taxable year because no tax savings will have been realized.

The payments that we make under the tax receivables agreements could be substantial. Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of             , if all of the Class B common units were acquired by us in taxable transactions at the time of the completion of this offering for a price of $         (the midpoint of the price range set forth on the cover page of this prospectus) per Class B common unit, we estimate that the amount that we would be required to pay under the basis tax receivables agreement could be approximately $        . Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, we estimate that the amount that we would be required to pay under the NOL tax receivables agreement could be approximately $        . The actual amount we will be required to pay under the tax receivables agreements may be materially greater than these hypothetical amounts, as potential future payments will vary depending on a number of factors, including those listed above.

Payments under the tax receivables agreements are generally due within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, but interest on such payments will begin to accrue at a rate of LIBOR plus          basis points from the due date (without extensions) of such tax return. Late payments will generally accrue interest at a rate of LIBOR plus         basis points. However, to the extent that we do not have available cash to satisfy our payment obligations under the tax receivables agreements for certain enumerated reasons, such deferred payments would accrue interest at a rate of LIBOR.

The tax receivables agreements will provide that upon certain changes of control, or if, at any time, we elect an early termination of the tax receivables agreements or are in material breach of our obligations under the tax receivables agreements, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits to the existing holders of Class B common units and the former stockholders of Evolent Health Holdings, Inc. Such payment would be based on certain valuation assumptions and deemed events

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set forth in the tax receivables agreements, including the assumptions that we have sufficient taxable income to fully utilize such tax benefits. The benefits would be payable even though, in certain circumstances, no Class B common units are actually exchanged for our Class A Common Stock and no net operating losses would actually be used at the time of the accelerated payment under the tax receivables agreements. Accordingly, payments under the tax receivables agreements may be made years in advance of the actual realization, if any, of the anticipated future tax benefits and may be significantly greater than the benefits we realize in respect of the tax attributes subject to the tax receivables agreements.

Were the IRS to successfully challenge the tax basis increases or the existence or amount of net operating losses described above, we would not be reimbursed for any payments previously made under the tax

receivables agreements, but future payments under the tax receivables agreements, if any, would be netted against any unreimbursed payments to reflect the result of any such successful challenge by the IRS. As a result, we could make payments under the tax receivables agreements in excess of our actual cash savings in income tax.

Registration rights agreement

Upon the completion of this offering, we intend to enter into a registration rights agreement with TPG, UPMC and The Advisory Board to register for sale under the Securities Act shares of our Class A common stock, including those delivered in exchange for Class B common units in the circumstances described above. Subject to certain conditions and limitations, this agreement will provide TPG, The Advisory Board and UPMC with certain registration rights as described below. An aggregate of                  shares of Class A common stock, including such shares reserved for potential exchange in the future for Class B common units, will be entitled to these registration rights.

Demand registration rights

At any time after the completion of this offering, each of TPG, The Advisory Board and UPMC will have the right to demand that we file up to two registration statements on Form S-1. These registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances. Upon such a request, we will be required to use reasonable best efforts to effect the registration within 60 days.

Piggyback registration rights

At any time after the completion of this offering, if we propose to register any shares of our equity securities under the Securities Act either for our own account or for the account of any other person, then TPG, The Advisory Board and UPMC will be entitled to notice of the registration and will be entitled to include their shares of Class A common stock in the registration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances.

Shelf registration rights

At any time after we become eligible to file a registration statement on Form S-3, TPG, The Advisory Board and UPMC will be entitled to have their shares of Class A common stock registered by us on a Form S-3 registration statement at our expense. These shelf registration rights are subject to specified conditions and limitations.

Expenses and indemnification

We will pay all expenses relating to any demand, piggyback or shelf registration, other than underwriting discounts and commissions and any transfer taxes, subject to specified conditions and limitations. The

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registration rights agreement will include customary indemnification provisions, including indemnification of the participating holders of shares of Class A common stock and their directors, officers and employees by us for any losses, claims, damages or liabilities in respect thereof and expenses to which such holders may become subject under the Securities Act, state law or otherwise.

Termination of registration rights

The registration rights granted under the registration rights agreement will terminate upon the date the holders of shares that are a party thereto no longer hold any such shares that are entitled to registration rights.

Stockholders’ agreement

Upon the completion of this offering, we intend to enter into a stockholders’ agreement with TPG, UPMC and The Advisory Board. The stockholders’ agreement will contain provisions related to the composition of our board of directors, the committees of our board of directors and our corporate governance. Under the stockholders’ agreement, TPG, UPMC and The Advisory Board will be entitled to nominate a majority of the members of our board of directors. Specifically, for so long as each of TPG, UPMC and The Advisory Board owns at least 40% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate two directors to serve on our board of directors. When such stockholder owns less than 40% but at least 5% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate one director. TPG, UPMC and The Advisory Board will agree in the stockholders’ agreement to vote for each other’s board nominees.

The stockholders’ agreement will provide that each of TPG, The Advisory Board and UPMC and their respective affiliates will not have any duty to refrain from (1) engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or (2) doing business with any of our clients, customers or vendors. In the event that TPG, The Advisory Board or UPMC or any of their respective affiliates acquires knowledge of a potential business opportunity which may be a corporate opportunity of us, they will have no duty to communicate or offer such corporate opportunity to us. See “Description of capital stock—Corporate opportunity”.

The stockholders’ agreement will prohibit certain business combination transactions in which our Class A common stock is exchanged for consideration unless each holder of shares of Class A common stock or Class B common stock is allowed to participate equally in the transaction as if the Class B common stock, together with the corresponding number of Class B units, had been exchanged for shares of Class A common stock pursuant to the exchange agreement immediately prior to the transaction.

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Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $        , or approximately $         if the underwriters exercise their over-allotment option in full, assuming an initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, by $         (assuming no exercise of the underwriters’ over-allotment option).

The principal purposes of this offering are to create a public market for our Class A common stock, obtain additional capital, facilitate our future access to the public equity markets, increase awareness of our company among potential partners, improve our competitive position, facilitate the use of our Class A common stock as consideration for future acquisitions and provide liquidity to existing members of Evolent Health LLC.

We intend to use all of the net proceeds of this offering to purchase Class A common units of Evolent Health LLC from Evolent Health LLC at a price per Class A common unit equal to the public offering price per share of our Class A Common Stock, after deducting underwriting discounts and commissions. Upon the completion of this offering, we will have acquired Class A common units representing a     % economic interest in Evolent Health LLC (or Class A common units representing a     % economic interest if the underwriters exercise their over-allotment option in full). We will not retain any of the net proceeds used to purchase the Class A common units from Evolent Health LLC.

The net proceeds from any exercise of the underwriters’ over-allotment option will be used to purchase a corresponding additional number of Class A common units from Evolent Health LLC at a price per Class A common unit equal to the public offering price per share of our Class A common stock, after deducting underwriting discounts and commissions.

We expect that Evolent Health LLC will use the net proceeds of this offering contributed by us for working capital and other general corporate purposes. Evolent Health LLC will have broad discretion in the application of such proceeds and may not apply the proceeds effectively. However, as of the date of this prospectus, we cannot specify with certainty the particular uses of these proceeds for such purposes. Management might not be able to yield a significant return, or any return, on any investment of these proceeds. You will not have the opportunity to influence decisions on the use of these proceeds.

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Dividend policy

We currently anticipate that we will retain all of our future earnings for use in the expansion and operation of our business and do not anticipate paying any cash dividends in the foreseeable future. However, we will be required to pay cash dividends out of our future earnings to the extent that cash distributions from Evolent Health LLC are materially in excess of our assumed tax liability and our obligations under the tax receivables agreements. The declaration and payment of all other future dividends to holders of our Class A common stock will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, legal requirements and any debt agreements we are then party to, and other factors our board of directors deems relevant. See “Risk Factors—Risks relating to our structure—We will be a holding company and our only material asset after completion of the offering reorganization and this offering will be our interest in Evolent Health LLC and, accordingly, we will be dependent upon distributions from Evolent Health LLC to pay taxes and other expenses”.

Our Class B common stock will not be entitled to any dividend payments.

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Capitalization

The following table sets forth the cash and current investments and capitalization as of December 31, 2014 of:

• our predecessor, Evolent Health Holdings, Inc., on an actual basis;

• Evolent Health, Inc. on a pro forma basis to give effect to the offering reorganization described under “The reorganization of our corporate structure”; and

• Evolent Health, Inc. on a pro forma as adjusted basis to give further effect to the issuance and sale of             shares of Class A common stock by us in this offering at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, and the application of the net proceeds of this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under “Use of proceeds”.

This table should be read in conjunction with the sections of this prospectus titled “The reorganization of our corporate structure”, “Unaudited pro forma consolidated financial information”, “Selected historical financial and operational data” and “Management’s discussion and analysis of financial condition and results of operations” and the audited annual financial statements and notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus.

	As of December 31, 2014
	Actual			Pro forma for offering reorganization	Pro forma for offering reorganization and as adjusted for offering(1)
	(in thousands)
Cash and cash equivalents and current investments(2)	$	—		$	$
Redeemable preferred stock
Series A redeemable preferred stock		12,847
Series B redeemable preferred stock		24,833
Series B-1 redeemable preferred stock		1,593
Total redeemable preferred stock		$39,273		$	$
Equity (Deficit)
Series A preferred stock		2
Class A common stock, $0.001 par value; 8,453,202 shares authorized, 1,011,871 shares issued and outstanding, actual;             shares authorized,             shares issued and outstanding, pro forma;             shares authorized,             shares issued and outstanding, pro forma as adjusted		1
Class B common stock, $0.01 par value; no shares authorized, no shares issued and outstanding, actual;             shares authorized,             shares issued and outstanding, pro forma;             shares authorized,         shares issued and outstanding, pro forma as adjusted		—
Additional paid in capital		23,733
(Accumulated Deficit)/Retained Earnings		(25,806	)
Non-controlling interests		—
Total equity (Deficit)		(2,070	)
Total capitalization		$37,203		$	$

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⁽¹⁾  Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our total stockholders’ equity (deficit) and total capitalization by $         (assuming no exercise of the underwriters’ over-allotment option), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽²⁾  Current investments consist of marketable securities with original maturities greater than three months and maturity dates within twelve months of the balance sheet date.

The foregoing table does not give effect to the following:

•             shares of Class A common stock that are issuable upon exchanges of Class B common units (together with an equal number of shares of our Class B common stock) that will be outstanding immediately after the completion of this offering;

•             shares of our Class A common stock issuable upon the exercise of options outstanding under our 2011 Equity Incentive Plan at a weighted average exercise price of $        ,             restricted stock awards granted under our 2011 Equity Incentive Plan that have not yet vested and             shares of our Class A common stock reserved for issuance under our 2015 Omnibus Incentive Compensation Plan (see “Executive compensation”); and

• the exercise by the underwriters of their over-allotment option.

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Dilution

After giving pro forma effect to the offering reorganization described under “The reorganization of our corporate structure”, our pro forma net tangible book value as of December 31, 2014 was $         or $         per share of our Class A and Class B common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets, less the amount of our total liabilities, divided by the aggregate number of shares of Class A and Class B common stock outstanding. After giving pro forma effect to the offering reorganization, the sale by us of the shares of Class A common stock in this offering, at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, the receipt and application of the net proceeds and assuming all Class B common units, together with an equal number of shares of our Class B common stock, are exchanged for an equal number of shares of Class A common stock, our pro forma net tangible book value as of December 31, 2014 would have been $         or $         per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $         per share and an immediate dilution to new investors of $         per share. Dilution per share represents the difference between the price per share to be paid by new investors for the shares of Class A common stock sold in this offering and the pro forma net tangible book value per share immediately after this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2014	$
Increase in pro forma net tangible book value per share attributable to new investors
Adjusted pro forma net tangible book value per share after offering
Dilution per share to new investors		$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share of our Class A common stock (the midpoint of the price range set forth on the cover page of this prospectus) would not impact our net tangible book value or our pro forma as adjusted net tangible book value because all of the net proceeds of this offering will be used to purchase Class A common units from Evolent Health LLC. A $1.00 increase in the assumed initial public offering price of $         per share of Class A common stock would result in an increase in the dilution to new investors of $         a share or a total dilution of $         per share. A $1.00 decrease in the assumed initial public offering price of $         per share of Class A common stock would result in a decrease in the dilution to new investors of $         or a total dilution of $         per share.

The following table sets forth, on a pro forma basis after giving effect to the offering reorganization, as of December 31, 2014, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors, assuming all Class B common units, together with an equal number of our Class B common shares, are exchanged for an equal number of shares of Class A common stock, at an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares purchased			Total consideration			Average price per share
	Number	Percent		Amount	Percent
Existing stockholders			%	$		%	$
New investors(1)			%			%
Total			100%	$		100%	$

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⁽¹⁾ A $1.00 increase (decrease) in the assumed offering price of $         per share of Class A common stock would increase (decrease) total consideration paid by investors in this offering by $         million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same.

The foregoing tables do not give effect to the following:

•             shares of our Class A common stock issuable upon the exercise of options outstanding under our 2011 Equity Incentive Plan at a weighted average exercise price of $        ,             restricted stock awards granted under our 2011 Equity Incentive Plan that have not yet vested and             shares of our Class A common stock reserved for issuance under our 2015 Omnibus Incentive Compensation Plan (see “Executive compensation”); and

• the exercise by the underwriters of their over-allotment option.

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Unaudited pro forma consolidated financial information

The unaudited pro forma consolidated balance sheet as of December 31, 2014 presents the consolidated financial position of Evolent Health, Inc. after giving pro forma effect to the offering reorganization and as further adjusted for this offering and the contemplated use of the net proceeds from this offering as described under “The reorganization of our corporate structure” and “Use of proceeds” as if such transactions occurred as of the balance sheet date.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 present the consolidated results of operations of Evolent Health, Inc. after giving pro forma effect to the offering reorganization and as further adjusted for this offering as described under “The reorganization of our corporate structure” and “Use of proceeds” as if such transactions had occurred on January 1, 2014. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the offering reorganization and as further adjusted for this offering, on the historical financial information of Evolent Health Holdings, Inc.

The unaudited pro forma consolidated financial information contained in this prospectus is subject to completion due to the fact that information related to our offering reorganization and this offering is not currently determinable. We intend to complete this pro forma consolidated financial information, including amounts related to pro forma adjustments set forth in the accompanying unaudited pro forma statements of operations and pro forma balance sheet, at such time that we update this prospectus and such information related to the stock price and overall valuation of the business is available.

Evolent Health Holdings, Inc. is considered our predecessor for accounting purposes. Evolent Health, Inc. will be the successor, and its financial statements will be our historical financial statements following the completion of the offering reorganization and this offering. The unaudited pro forma consolidated financial information reflects the manner in which Evolent Health, Inc. will account for the offering reorganization. Specifically, the offering reorganization described under the heading “The reorganization of our corporate structure” will be accounted for as a purchase and the purchase price will be reflected on the financial statements of Evolent Health, Inc. and will be accounted for as a business combination using the acquisition method of accounting. The pro forma information presented, including the allocation of the purchase price, is based on preliminary estimates of the fair values of assets acquired and liabilities assumed, available information as of the date of this prospectus and management assumptions, and will be revised as additional information becomes available. The actual adjustments to our consolidated financial statements upon the offering reorganization will depend on a number of factors, including additional information available and the actual balance of our net assets on the closing date. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

The unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect our results of operations or financial position that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our financial condition or results of operations had the offering reorganization and this offering and the contemplated use of the net proceeds from this offering as described under “The reorganization of our corporate structure” and “Use of proceeds” occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

The unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their over-allotment option.

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As described in greater detail under “The reorganization of our corporate structure—Tax receivables agreements”, we will enter into the basis tax receivables agreement with the holders of Class B common units, pursuant to which we will pay them 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of these possible increases in tax basis resulting from our exchanges of Class B common units (calculated assuming that any post-offering transfer of Class B common units (other than the exchanges) had not occurred) as well as certain other benefits attributable to payments under the basis tax receivables agreement itself. We will also enter into the NOL tax receivables agreement with certain of our current investors that will provide for the payment to them of 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of the utilization of the net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG attributable to periods prior to this offering and the deduction of any imputed interest attributable to our payment obligations under the NOL tax receivables agreement. No exchanges or other tax benefits have been assumed in the unaudited pro forma consolidated financial information and therefore no pro forma adjustment related to the tax receivables agreements is necessary.

You should read the following unaudited pro forma consolidated balance sheet and statements of operations together with the sections of this prospectus titled “Use of proceeds”, “Capitalization” and “Management’s discussion and analysis of financial condition and results of operations” and the audited annual financial statements and notes thereto included elsewhere in this prospectus.

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Evolent Health, Inc.

Unaudited pro forma consolidated balance sheet as of December 31, 2014

(in thousands)

	Evolent Health Holdings, Inc. historical(A)			Evolent Health LLC historical(B)		Offering reorganization adjustments(1)				Evolent Health, Inc. pro forma for offering reorganization		Offering adjustments(2)			Evolent Health, Inc. pro forma for offering reorganization and as adjusted for offering
Assets
Current Assets
Cash	$	—		$	15,134	$	—			$		$		(a)	$
Restricted cash		—			3,470		—						—
Accounts receivable		—			9,477		—						—
Prepaid expenses and other current assets		—			2,218		—						—
Investments		—			26,419		—						—
Deferred tax assets, net		1,074
Total Current Assets	$	1,074		$	56,718	$	—			$		$			$
Restricted cash		—			2,508		—						—
Property, equipment, net		—			22,774		—						—
Intangible assets, net		—			647				(c.i)				—
Goodwill		—			—				(c.i)				—
Other long term assets		—			1,657		—						—
Equity method investment		37,203			—		(37,203	)	(c.ii)		—		—
Total Assets	$	38,277		$	84,304	$				$		$			$
Liabilities
Current Liabilities
Accounts payable		—			7,694		—						—
Accrued liabilities		—			18,178		—							(b)
Deferred revenue		—			23,256				(c.i)				—
Other current liabilities		—			901		—						—
Total Current Liabilities	$	—		$	50,029	$				$		$			$
Deferred rent		—			5,772		—						—
Deferred tax liabilities, net		1,074			—				(c.i)				—
Total Liabilities	$	1,074		$	55,801	$				$		$			$
Redeemable Preferred Stock and Units
Series A redeemable preferred stock		12,847			—		(12,847	)	(a)
Series B redeemable preferred stock		24,833			—		(24,833	)	(a)
Series B redeemable preferred units		—			15,734		(15,734	)	(a)
Series B-1 redeemable preferred stock		1,593			—		(1,593	)	(a)
Series B-1 redeemable preferred units		—			—		—		(a)
Total Redeemable Preferred Stock and Units	$	39,273		$	15,734	$				$		$			$
Equity
Series A preferred stock		2			—		(2	)	(a)
Series A preferred units		—			—		—		(a)				—
Series B preferred units		—			12,769		(12,769	)	(a)				—
Class A common stock		1			—				(a)					(a)(c)
Class A common units		—			—		—		(a)				—
Class B common stock		—			—				(b)				—
Additional paid in capital		23,733			—				(a)(b)					(a)(b)(c)
(Accumulated Deficit)/Retained Earnings		(25,806	)		—				(c.iii)					(c)
Non-controlling interests		—			—				(c.ii)				—
Total Equity (Deficit)	$	(2,070	)	$	12,769	$				$		$			$
Total Liabilities, Redeemable Preferred Stock and Units, and Equity (Deficit)	$	38,277		$	84,304	$				$		$			$

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Evolent Health, Inc.

Unaudited pro forma consolidated statement of operations

for the year ended December 31, 2014

(in thousands, except per share data)

	Evolent Health Holdings, Inc. historical(A)			Evolent Health LLC historical(B)			Offering reorganization adjustments(1)			Evolent Health, Inc. pro forma for offering reorganization		Offering adjustments(2)		Evolent Health, Inc. pro forma for offering reorganization and as adjusted for offering
Revenue
Transformation	$	—		$	36,289		$	—	(a)	$	—	$	—	$	—
Platform and operations		—			64,599			—	(a)		—		—		—
Total Revenue		—			100,888			—			—		—		—
Cost of revenue (exclusive of depreciation and amortization presented separately below)		—			73,122			—	(a)				—
Selling, general and administrative expenses		—			76,521			—	(a)				—
Depreciation and amortization expenses		—			3,694				(a)(c)
Total Operating Expenses		—			153,337			—
Operating Loss		—			(52,449	)		—
Interest (income) / expense, net		—			(195	)		—	(a)				—
Other (income) / expense, net		—			9			—	(a)				—
(Loss) income from equity investees		(25,246	)		—			25,246	(b)				—
Income (Loss) Before Income Tax		(25,246	)		(52,263	)		—
Income tax expense								—	(a)
Net (Loss) Income and Comprehensive (Loss) Income	$	(25,246	)	$	(52,263	)	$	—		$	—	$	—	$	—
Net (Loss) Attributable to Non–controlling Interest		—			—			—	(d)		—		—		—
Net (Loss) Attributable to the Company	$	(25,246	)	$	(52,263	)	$	—		$	—	$	—	$	—
Net (Loss) Income Available for Common Stockholders (2a)
Basic	$	(31,137	)
Diluted	$	(31,137	)
Net (Loss) Income Per Share Available for Common Stockholders (2a)
Basic	$	(53.83	)
Diluted	$	(53.83	)
Weighted average common shares outstanding (2a)
Basic		578
Diluted		578

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Evolent Health, Inc.

Notes to unaudited pro forma consolidated financial information

Unaudited pro forma consolidated balance sheet—As of December 31, 2014

A. Represents the historical financial statements of Evolent Health Holdings, Inc., the predecessor for accounting purposes.

B. Represents the historical financial statements of Evolent Health LLC. As a result of the offering reorganization, Evolent Health, Inc. will operate and control all of the business and affairs of Evolent Health LLC and will consolidate the financial results of Evolent Health LLC. Immediately prior to the offering reorganization, Evolent Health Holdings, Inc. accounted for its investment in Evolent Health LLC using the equity method of accounting.

1. Offering Reorganization and Other Adjustments

a. As part of the offering reorganization, the preferred stockholders of Evolent Health Holdings, Inc. will convert their preferred stock to Class A common stock of Evolent Health Holdings, Inc. Subsequently, as part of a merger, each then-existing stockholder of Evolent Health Holdings, Inc. will receive one share of Evolent Health, Inc. Class A common stock in exchange for each share of Class A common stock it holds in Evolent Health Holdings, Inc.

b. As part of the offering reorganization, the second amended and restated operating agreement of Evolent Health LLC will be further amended and restated to establish two classes of equity: voting Class A common units and non-voting Class B common units. After the amendment, the pre-reorganization members of Evolent Health LLC (other than Evolent Health Holdings, Inc.) will hold 100% of the Class B common units and Evolent Health Holdings, Inc. and an affiliate of TPG will hold only Class A common units. As a result, Evolent Health Holdings, Inc. will control Evolent Health LLC and Evolent Health LLC will become a consolidated entity of Evolent Health Holdings, Inc. Subsequently, as part of the merger pursuant to the offering reorganization, Evolent Health Holdings, Inc. and an affiliate of TPG will merge into Evolent Health, Inc. and, in connection with the merger, Evolent Health, Inc. will issue shares of its Class B common stock to TPG and The Advisory Board, each of which was a member of Evolent Health LLC prior to the offering reorganization, and Class A common stock to the pre-reorganization stockholders of Evolent Health Holdings, Inc. and an affiliate of TPG. See “The reorganization of our corporate structure” for more information.

The Class B common units of Evolent Health LLC will be reflected as non-controlling interests. See footnote c.ii.

c. As noted above, as a result of the offering reorganization, Evolent Health, Inc. will operate and control all of the business and affairs of Evolent Health LLC and will consolidate the financial results of Evolent Health LLC. The consolidation of Evolent Health LLC will be accounted for as a purchase and the purchase price of $             million will be allocated to the net assets of Evolent Health LLC as part of the consolidated financial statements.

The pro forma purchase price allocation has been developed based on preliminary estimates of fair value using the historical financial statements of Evolent Health LLC as of December 31, 2014. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisers, after the completion of this offering. The estimated intangible

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asset values and their useful lives could be impacted by a variety of factors that may become known in the future. The residual amount of the purchase price after preliminary allocation to identifiable net assets represents goodwill.

Below is the preliminary purchase price allocation for the transaction:

	Amount
Current assets
Goodwill
Other intangible assets
Total assets acquired
Current liabilities
Long-term liabilities
Total liabilities assumed
Net assets acquired

Specific adjustments recorded include the following:

i. The adjustments to goodwill and intangible assets represent the net amounts for goodwill and other intangible assets that will be recognized from the preliminary purchase price allocation as a result of the consolidation transaction. The preliminary goodwill that will be recognized in connection with the transaction is $         million. The preliminary value of other intangible assets is $         million. The partner relationships intangible asset was valued using an excess earnings model based on expected future revenues derived from the existing customers of Evolent Health LLC. The trademarks/tradenames were valued using a royalty savings model based on future projected revenues of Evolent Health LLC. The technology intangible asset was valued using a royalty savings model based on future projected revenues of Evolent Health LLC. These intangible assets will be amortized on a straight-line basis over the determined useful lives. An adjustment is also recorded to reduce deferred revenue to fair value in order to reflect the value of deferred revenue as the incremental cost to fulfill the services under the contract.

	Fair value (in thousands)	Useful life
Partner relationships
Trademarks/tradenames
Technology

ii. As a result of the consolidation of Evolent Health LLC by Evolent Health, Inc., the existing equity method investment will be removed from the consolidated financial statements. Additionally, the Class B common units in Evolent Health LLC which are held by TPG and The Advisory Board are reflected as non-controlling interests on the consolidated financial statements.

iii. As a result of the consolidation of Evolent Health LLC, a gain will be recorded for the difference between the carrying value and the fair value of the previously held equity interest, which is reflected within retained earnings (accumulated deficit) on the balance sheet.

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2. Offering Adjustments

a. Reflects net proceeds of $         million from this offering through the issuance of Class A common stock at an assumed initial public offering price of $         per common share (the midpoint of the price range set forth on the cover page of this prospectus), less estimated underwriting discounts and commissions of $         million, with a corresponding increase to equity. The net cash proceeds reflect a reduction of $         million for expenses of this offering that Evolent Health, Inc. will bear or reimburse to Evolent Health LLC.

b. Offering expenses of approximately $         million are expected to be deducted against the proceeds received by Evolent Health, Inc. in this offering. At December 31, 2014, $1.6 million had been paid or accrued and deferred. As a result, $         million of additional costs were accrued for pro forma purposes.

c. Upon the completion of this offering, all outstanding restricted stock awards will automatically vest and will be freely transferable shares of our Class A common stock. As a result, there is an increase of             Class A common stock and additional paid-in capital and the acceleration of expense of $         million is reflected as an adjustment to retained earnings (accumulated deficit).

Unaudited pro forma consolidated statement of operations—Year ended December 31, 2014

A. Represents the historical financial statements of Evolent Health Holdings, Inc., the predecessor for accounting purposes, for the year ended December 31, 2014.

B. Represents the historical financial statements of Evolent Health LLC for the year ended December 31, 2014. As a result of the offering reorganization, Evolent Health, Inc. will operate and control all of the business and affairs of Evolent Health LLC and will consolidate the financial results of Evolent Health LLC.

1. Offering Reorganization and Other Adjustments

a. As part of the offering reorganization, the second amended and restated operating agreement of Evolent Health LLC will be further amended and restated to establish two classes of equity: voting Class A common units and non-voting Class B common units. After the amendment, the pre-reorganization members of Evolent Health LLC (other than Evolent Health Holdings, Inc.) will hold 100% of the Class B common units and Evolent Health Holdings, Inc. and an affiliate of TPG will hold only Class A common units. As a result of this, Evolent Health Holdings, Inc. will control Evolent Health LLC and Evolent Health LLC will be consolidated by Evolent Health Holdings, Inc. As a result, the pro forma consolidated statement of operations reflects the full year of operations of Evolent Health LLC as the entities are consolidated for the full period.

b. As a result of the consolidation noted above, the loss from equity investees, representing Evolent Health Holdings, Inc.’s historical proportionate losses in the operations of Evolent Health LLC, are eliminated. Immediately preceding the completion of this offering, as a result of the amendment to the Evolent Health LLC operating agreement, Evolent Health, Inc. will control Evolent Health LLC, resulting in the consolidation of the operations of Evolent Health LLC. As a result of this consolidation, a gain of $         million will be recorded to reflect the fair value of Evolent Health LLC in excess of the carrying value of Evolent Health Holdings, Inc.’s equity method investment in Evolent Health LLC. It is noted that this consolidation gain is not recorded within the pro forma statement of operations as this represents a one-time adjustment.

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c. Adjustments have been included to record the estimated net increase in amortization expense for intangible assets. The incremental amortization expense was calculated using estimated lives of         years for the partner relationship intangibles, with an estimated value of $         million;         years for the customer contract intangibles, with an estimated value of $         million; and         years for the technology, with an estimated value of $         million. The incremental amortization expense recorded is $         million.

d. In order to reflect the offering reorganization and this offering as if they occurred on January 1, 2014, an adjustment has been made to reflect the inclusion of non-controlling interests in consolidated entities representing Evolent Health LLC Class B common units that are held directly by TPG and The Advisory Board after this offering. Such Evolent Health LLC Class B common units represent     % of all common units outstanding immediately following this offering.

2. Offering Adjustments

a. The shares of Class B common stock do not share in our earnings or losses and are therefore not included in the weighted average shares outstanding or net loss available per share. The pro forma basic net loss per share calculation includes             shares assumed to be sold in this offering. In addition, our restricted stock will immediately vest upon the completion of this offering and as such are included in the outstanding shares used to calculate pro forma basic and diluted loss per share.

The pro forma diluted net loss per share calculation includes the basic weighted average shares of Class A common stock outstanding and excludes the impacts of all other potential shares of Class A common stock as they are anti-dilutive.

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Selected historical financial and operational data

The following tables present the selected financial and other data of Evolent Health LLC and Evolent Health Holdings, Inc. as of and for the periods indicated. The selected financial information of Evolent Health Holdings, Inc. reflects the historical results of Evolent Health LLC through September 23, 2013 and reflects the results of Evolent Health LLC as an equity method investment subsequent to such date due to a deconsolidation that occurred as a result of a round of equity financing. Accordingly, we have included the historical financial statements of both Evolent Health LLC and Evolent Health Holdings, Inc. in order to provide a consistent presentation for the periods before and after September 23, 2013. The selected statement of operations data for the years ended December 31, 2014 and December 31, 2013 and the balance sheet data as of December 31, 2014 and December 31, 2013 have been derived from the audited annual financial statements included elsewhere in this prospectus.

Evolent Health Holdings, Inc. is the predecessor to the registrant. Its results of operations include its equity in the losses of Evolent Health LLC in 2014 and subsequent to the deconsolidation of Evolent Health LLC for the year ended December 31, 2013. The results of operations prior to the deconsolidation in 2013 reflect the results of Evolent Health LLC. Its balance sheet includes its equity interest in Evolent Health LLC at December 31, 2014 and December 31, 2013.

You should read the following selected financial and other data together with the sections of this prospectus titled “Use of proceeds”, “Capitalization” and “Management’s discussion and analysis of financial condition and results of operations” and the audited annual financial statements and notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus.

Evolent Health LLC

Results of operations (in thousands)				Year ended December 31,
	2014			2013
Revenue:
Transformation	$	36,289		$	34,560
Platform and operations		64,599			5,721
Total Revenue		100,888			40,281
Cost of revenue (exclusive of depreciation and amortization presented separately below)		73,122			46,327
Selling, general and administrative expenses		76,521			24,103
Depreciation and amortization expense		3,694			1,838
Total Operating Expenses		153,337			72,268
Operating Loss		(52,449	)		(31,987	)
Interest (income) / expense, net		(195	)		820
Other (income) / expense, net		9			(1	)
Loss before income tax		(52,263	)		(32,806	)
Income tax (benefit) / expense		—			8
Net loss and comprehensive loss	$	(52,263	)	$	(32,814	)

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Evolent Health LLC
Balance sheet data	As of December 31,
(in thousands)	2014		2013
Cash and cash equivalents and short-term investments	$	41,553	$	67,891
Other current assets		15,165		12,401
Long-term assets		27,586		21,683
Total assets		84,304		101,975
Deferred revenue		23,256		16,374
Other current liabilities		26,773		12,948
Long-term liabilities		5,772		3,358
Total liabilities .		55,081		32,680
Total redeemable preferred units .		15,734		38,251
Total equity		12,769		31,044
Total liabilities, redeemable preferred stock, and equity	$	84,304	$	101,795

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Evolent Health Holdings, Inc.

Results of operations (in thousands, except per share data)				Year ended December 31,
	2014			2013
Revenue:
Transformation	$	—		$	22,130
Platform and operations		—			3,541
Total Revenue		—			25,671
Cost of revenue (exclusive of depreciation and amortization presented separately below)		—			30,018
Selling, general and administrative expenses		—			15,600
Depreciation and amortization expense		—			1,208
Total Operating Expenses		—			46,826
Operating Loss		—			(21,155	)
Interest (income) / expense, net		—			820
Other (income) / expense, net		—			(1	)
Gain on deconsolidation		—			46,246
Loss from equity investees		(25,246	)		(4,241	)
(Loss) income before income tax		(25,246	)		20,031
Income tax (benefit) / expense		—			8
Net (Loss) Income and Comprehensive (Loss) Income	$	(25,246	)	$	20,023
Net (Loss) Income Available for Common Stockholders
Basic	$	(31,137	)	$	2,418
Diluted	$	(31,137	)	$	2,957
Net (Loss) Income Per Share Available for Common Stockholders
Basic	$	(53.83	)	$	10.03
Diluted	$	(53.83	)	$	3.96
Weighted average common shares outstanding:
Basic		578			241
Diluted		578			747

Evolent Health Holdings, Inc.

Balance sheet data (in thousands)	December 31,
	2014			2013
Cash	$	—		$	—
Total Current Assets		1,074			—
Equity method investment		37,203			50,940
Total Assets		38,277			50,940
Total Liabilities		1,074			—
Total Redeemable Preferred Stock		39,273			37,680
Total Equity (Deficit)		(2,070	)		13,260
Total Liabilities, Redeemable Preferred Stock and Equity	$	38,277		$	50,940

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Management’s discussion and analysis of financial condition and results of operations

This discussion of our financial condition and results of operations should be read together with the audited annual financial statements and the notes thereto with respect to each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus. The following discussion contains forward-looking statements. Our actual results may differ materially from those contained in or implied by forward-looking statements. See “Risk factors” and “Special note regarding forward-looking statements”.

Overview

We are a market leader and a pioneer in the new era of healthcare delivery and payment, in which leading providers are taking on increasing clinical and financial responsibility for the populations they serve. Our purpose-built platform, powered by our technology, proprietary processes and integrated services, enables providers to migrate their economic orientation from FFS reimbursement to value-based payment models. By partnering with providers to accelerate their path to value-based care, we enable our provider partners to expand their market opportunity, diversify their revenue streams, grow market share and improve the quality of the care they provide.

We consider value-based care to be the necessary convergence of healthcare payment and delivery. We believe the pace of this convergence is accelerating, driven by price pressure in traditional FFS healthcare, a regulatory environment that is incentivizing value-based care models, a rapid expansion of retail insurance driven by the emergence of the health insurance exchanges and innovation in data and technology. We believe providers are positioned to lead this transition to value-based care because of their control over large portions of healthcare delivery costs, their primary position with consumers and their strong local brand.

We market and sell our services primarily to major providers throughout the United States. We work with our partners in two phases. In the transformation phase, we initially work with our partners to develop a strategic plan for their transition to a value-based care model. During the first portion of the transformation phase, which typically takes four months to complete, we size the market opportunity for our partner and create a Blueprint for executing that opportunity. During the second portion of the transformation phase, which typically lasts twelve to fifteen months, we generally work with our partner to implement the Blueprint by establishing the resources necessary to launch its strategy and capitalize on the opportunity. During the transformation phase, we seek to enter into long-term agreements with our partners. During the term of such long-term agreement, which we call the platform and operations phase and which typically is in place for three to ten years, we deliver a wide range of services that support our partner in the execution of its new strategy. In the platform and operations phase we establish a local market presence and embed our resources alongside our partners. To date, we have secured ten long-term contracts representing over $             million in future total contract value from our platform and operations revenue based on current pricing and membership as of April 30, 2015, with additional growth as current partners grow and expand the membership in their value-based care offerings. Although the revenue from these long-term contracts is not guaranteed because certain of these contracts are terminable for convenience by our partners after a specified period of time, the partner would be required to pay us a termination fee in certain circumstances.

We collect a fixed fee from our partners during the transformation phase, and these revenues are recognized based on proportionate performance over the life of the engagement. During the platform and operations phase, our revenue structure shifts to a primarily variable fee structure. The variable fee is typically a monthly payment that is linked to the number of lives that our partners are managing under a value-based care arrangement and is recognized in the month in which services are provided. Our revenues during the platform

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and operations phase vary depending on the population covered by our partners and the scope of our services. Transformation revenue can fluctuate based on both the timing of when contracts are executed with partners and the timing of work being performed. Platform and operations revenue can fluctuate based on the timing of new populations transitioning to our platform. Our total revenues for fiscal 2014 were $100.9 million, compared to $40.3 million for fiscal 2013. Our deferred revenue, which consists of billed but unrecognized revenue, was $23.3 million as of December 31, 2014, compared to $16.4 million as of December 31, 2013. As of December 31, 2014, we had entered into long-term contractual relationships with eight partners and we have subsequently entered into long-term contractual relationships with two additional partners. Our four largest partners, Indiana University Health, WakeMed Health and Hospitals, Piedmont WellStar Health Plan and Premier Health Partners, comprised approximately 25%, 21%, 16% and 14%, respectively, of our revenue for fiscal 2014, or 76% in the aggregate. At times our contracts are amended to change the nature of the services and/or the time period over which they are provided. For example, as a result of an April 2015 amendment to our agreement with one of our four largest partners, we expect this partner to contribute only modestly to revenues commencing in 2017. In connection with the amendment, the partner has also agreed to sell its interest in us to certain of our existing investors. We may also enter into amendments to partner contracts in the future that may expand our relationship with our partners to include additional products and services.

Our cost of revenues refers to direct expenses incurred to execute our client contracts as well as our shared resources who directly support our platform. Our selling, general and administrative expenses, which we refer to as SG&A expenses, include costs associated with our centralized infrastructure, corporate overhead and business development activities as well as shared resources including personnel focused on research and development and codifying best practices. Other than capitalized software development costs, our expenses are expensed as incurred.

We have incurred significant losses since our inception, as we have invested heavily in resources to support our revenue growth. We have also increased the number of our employees from six at our inception to 836 as of April 30, 2015. We intend to continue to invest aggressively in the success of our partners, expand our geographic footprint and further develop our capabilities.

Basis of presentation

Evolent Health LLC

The financial statements included elsewhere in this prospectus include the balance sheets, statements of operations and comprehensive loss, statements of cash flows and statements of changes in members’ equity and redeemable preferred units of Evolent Health LLC. All of our historical operations have been conducted in Evolent Health LLC or its predecessor. Accordingly, unless otherwise indicated, the financial information described in this prospectus, including in this “Management’s discussion and analysis of financial condition and results of operations” section, represents the historical financial information of Evolent Health LLC. These financial statements are required to be included in this prospectus pursuant to the reporting requirements discussed in Regulation S-X Rule 3-09 under the Securities Act.

Evolent Health Holdings, Inc.

The financial statements included elsewhere in this prospectus also include the balance sheets, statements of operations and comprehensive income (loss), statements of cash flows and statements of changes in equity and redeemable preferred stock of Evolent Health Holdings, Inc. Evolent Health Holdings, Inc. is a holding company and its sole asset is its equity ownership in Evolent Health LLC. Prior to September 23, 2013, Evolent Health Holdings, Inc. accounted for its investment in Evolent Health LLC by consolidating the financial information of Evolent Health LLC. On and after September 23, 2013, Evolent Health Holdings, Inc. accounted for its investment in Evolent Health LLC using the equity method of accounting. As a result of the deconsolidation of Evolent Health LLC, the presentation for periods before and after September 23, 2013 are not comparable for Evolent

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Health Holdings, Inc. Accordingly, we have included a discussion of the results of operations of both Evolent Health LLC and Evolent Health Holdings, Inc. in order to provide meaningful information for all periods presented. Pursuant to the merger described below, Evolent Health Holdings, Inc. will be merged with and into Evolent Health, Inc. with Evolent Health, Inc. continuing as the surviving entity.

Evolent Health Holdings, Inc. is the predecessor to the registrant. Its results of operations include its equity in the losses of Evolent Health LLC in 2014 and subsequent to the deconsolidation of Evolent Health LLC for the year ended December 31, 2013. The results of operations prior to the deconsolidation in 2013 reflect the results of Evolent Health LLC. Its balance sheet includes its equity interest in Evolent Health LLC at December 31, 2014 and December 31, 2013.

Evolent Health, Inc.

We have not included the historical financial statements of Evolent Health, Inc. in this prospectus because Evolent Health, Inc. has engaged to date only in activities in contemplation of this offering and has no operations or assets. Following the completion of this offering, Evolent Health, Inc. will be a holding company and its principal asset will be all of the Class A common units in Evolent Health LLC. Accordingly, following the completion of this offering, we intend to include the financial statements of Evolent Health, Inc. in our periodic reports and other filings as required by applicable law and the rules and regulations of the SEC.

Effects of the offering reorganization

Evolent Health, Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Upon the completion of this offering, all of our business will be conducted through Evolent Health LLC, and the financial results of Evolent Health LLC will be consolidated in our financial statements. Evolent Health, Inc. will be a holding company whose principal asset will be its Class A common units in Evolent Health LLC. For more information regarding the offering reorganization and our holding company structure, see “The reorganization of our corporate structure”.

We expect that future exchanges of Class B common units of Evolent Health LLC (together with an equal number of our Class B common shares) for shares of our Class A common stock will result in increases in the tax basis in our share of the tangible and intangible assets of Evolent Health LLC. We expect that these increases in the tax basis, which would not have been available but for our new holding company structure, will reduce the amount of tax that we would otherwise be required to pay in the future. In addition, we expect that we will benefit from the utilization of certain net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG, which we will inherit in the offering reorganization. See “The reorganization of our corporate structure”. We will be required to pay 85% of the cash savings we actually realize from such increase in tax basis to the holders of Class B common units, TPG and The Advisory Board, and certain of our current investors (calculated assuming that any post-offering transfer of Class B common units (other than the exchanges) had not occurred) or from the utilization of such net operating losses to the stockholders of Evolent Health Holdings, Inc. and an affiliate of TPG prior to the offering reorganization and an affiliate of TPG, pursuant to the basis tax receivables agreement and the NOL tax receivables agreement, respectively. Furthermore, payments under each of the tax receivables agreements will give rise to additional tax benefits and, therefore will give rise to additional payments under each of the applicable tax receivables agreements. See “The reorganization of our corporate structure—Tax receivables agreements”.

Evolent Health LLC is currently taxed as a partnership for federal income tax purposes and, as a result, the members of Evolent Health LLC pay taxes with respect to their allocable shares of its net taxable income. Following the offering reorganization and this offering, all of the earnings of Evolent Health, Inc. will be subject to federal income taxation.

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Trends and key factors affecting our performance and financial condition

Growth within our existing partners.    We believe we have significant opportunities to grow within our existing partner base. Our platform and operations revenue, which is revenue from the long-term ongoing operational phase of our services, is tied to the number of lives our partners are managing under value-based arrangements. We have multiple avenues to grow this revenue base, including through (a) growth in lives in existing covered populations, (b) our partners expanding into new covered populations and (c) our partners utilizing additional capabilities that we offer. We typically experience higher sequential growth in our revenues from platform and operations in our fiscal first quarter ending March 31 due to the timing of the annual enrollment cycle in the health plan industry. Our platform and operations revenue comprised 64.0% of our total revenue for fiscal 2014, compared to 14.2% for fiscal 2013. As our existing partners continue to grow their value-based arrangements and we add new partners, we believe our platform and operations revenue will grow as an overall percentage of our total revenue.

Ability to attract new partners.    Increasing our partner base is an important source of revenue growth for us. Our transformation revenues are derived from work we do with prospective partners for our platform and operations phase. As such, transformation revenues provide us with a pipeline of potential long-term partner relationships. For fiscal 2014, our transformation revenues comprised 36.0% of our total revenue as compared to 85.8% for fiscal 2013. This decline is due to the growth in our platform and operations revenue.

Maturity profile of our partner relationships.    Since inception, we have developed resources at the local market level and also at the national level. At the local market level, we build out a team of executive, clinical and administrative resources that, once established, yields scalable advantages as our partners add lives to the platform. In fiscal 2014, our lives on platform increased to 432,837, representing a 148% increase over the prior year. As our current partners grow the number of lives managed under their value-based arrangements, we expect our cost of revenue to decline as a percentage of our future revenues as a result of our ability to leverage our local market resources. As we attract new partners, we expect our initial margin profile for each new partner to be below that of our mature partners as we build the necessary infrastructure to support our partners. Over time, we expect the margin profile of our new partners to converge with our more mature partners.

Achieving efficiencies in our operations.    We continue to enhance existing service offerings by designing and developing technology and clinical solutions that can be leveraged across all partners. More specifically, our centralized resources and technologies include our network development capabilities, PBM administration, technology infrastructure, clinical program development and data analytics. While our absolute investment in our centralized resources will increase over time, we expect it will decrease as a percentage of revenue as we are able to scale this investment across a broader group of partners.

Key components of our results of operations

Revenue

We collect a fixed fee from our partners during the transformation phase in which revenues are recognized based upon proportionate performance over the life of the engagement. During the platform and operations phase, our revenue structure shifts to a primarily variable fee structure. The variable fee is typically a monthly payment that is calculated based on a specified rate multiplied by the number of members that our partners are managing under a value-based care arrangement, and is recognized in the month in which services are provided. Our revenues during the platform and operations phase vary because the specified rate varies depending on which market-facing solutions the partner has adopted and which populations it is serving. After a specified period, certain of our platform and operations contracts are terminable for convenience by our partners after a notice period has passed and the partner has paid a termination fee. For fiscal 2013 and fiscal

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2014, transformation revenues accounted for 85.8% and 36.0% of our total revenue, respectively. Our platform and operations phase revenue accounted for 14.2% and 64.0% of our revenue in the same time periods, respectively. Going forward, the percentage of revenues derived from platform and operations will increase as a percentage of total revenues as we expect our partner base and number of lives on our platform to increase.

Cost of revenue (exclusive of depreciation and amortization)

Our cost of revenue includes direct expenses incurred to execute our client contracts as well as our shared resources who directly support our platform. A substantial portion of these costs are located at the local market level and consist primarily of employee related expenses, third-party contract services provided by one of our current investors, UPMC, in the form of TPA services for our partners’ health plans and other professional fees.

Selling, general and administrative expenses

Our SG&A expenses consist of expenses associated with our centralized infrastructure, corporate overhead and business development including shared resources personnel focused on research and development and codifying best practices. We expect our SG&A expenses to represent a decreasing percentage of our revenue in the long term as we leverage these expenses across a growing number of partners.

Depreciation and amortization expense

Depreciation and amortization expense is primarily related to amortization of intangible assets and software, as well as depreciation of property and equipment used in our business.

Interest (income) / expense, net

Interest (income) / expense consists of expenses incurred in connection with convertible notes that were issued to certain of our current investors and subsequently converted into Series B preferred units in September 2013. Interest income consists of interest income from investing cash in U.S. agency obligations, Treasury bills and certificate of deposits.

Income tax benefit

Evolent Health LLC is currently taxed as a partnership for federal income tax purposes and, as a result, the members of Evolent Health LLC pay taxes with respect to their allocable shares of its net taxable income. Following the offering reorganization and this offering, all of the earnings of Evolent Health, Inc. will be subject to federal income taxation. Evolent Health, Inc. will account for income taxes in accordance with applicable requirements. Based on this guidance, our historical statements of operations would have reflected an immaterial amount of income tax expense for fiscal 2013 and fiscal 2014 if Evolent Health LLC was subject to taxation. Through the date that Evolent Health LLC was deconsolidated from Evolent Health Holdings, Inc. in 2013, income tax expense was immaterial due to the full valuation allowance recorded against net deferred tax assets due to the uncertainty of their ultimate realization.

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Results of operations for Evolent Health LLC

The following table summarizes key components of the results of operations of Evolent Health LLC for the periods indicated, both in dollars and as a percentage of our total revenue.

	Year ended December 31,
	2014			2013			Change
	(in thousands, except percentages)
Revenue:
Transformation	$	36,289		$	34,560			5.0%
Platform and operations		64,599			5,721			*
Total Revenue		100,888			40,281			150.5%
Cost of revenue (exclusive of depreciation and amortization presented separately below)		73,122			46,327			57.8%
Selling, general and administrative expenses		76,521			24,103			*
Depreciation and amortization expense		3,694			1,838			101.0%
Total Operating Expenses		153,337			72,268			112.2%
Operating Loss		(52,449	)		(31,987	)		64.0%
Interest (income) / expense, net		(195	)		820			(123.8%	)
Other (income) / expense, net		9			(1	)		*
Loss before income tax		(52,263	)		(32,806	)		59.3%
Income tax (benefit) / expense		—			8			*
Net Loss and Comprehensive Loss	$	(52,263	)	$	(32,814	)		59.3%
Percentage of Revenue:
Revenue:
Transformation		36.0%			85.8%
Platform and operations		64.0%			14.2%
Total Revenue		100.0%			100.0%
Cost of revenue (exclusive of depreciation and amortization presented separately below)		72.5%			115.0%
Selling, general and administrative expenses		75.8%			59.8%
Depreciation and amortization expense		3.7%			4.6%
Total Operating Expenses		152.0%			179.4%
Operating Loss		-52.0%			-79.4%
Interest (income) / expense, net		-0.2%			2.0%
Other (income) / expense, net		0.0%			0.0%
Loss before income tax		-51.8%			-81.5%
Income tax (benefit) / expense		—			0.0%
Net Loss and Comprehensive Loss		-51.8%			-81.5%

* Represents a percentage of revenue in excess of 200%.

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Comparison of fiscal 2014 and fiscal 2013 for Evolent Health LLC

Revenue

Revenue increased $60.6 million, or 150.5%, to $100.9 million for fiscal 2014, as compared to $40.3 million for fiscal 2013. This increase primarily was due to additional partners going live on the platform and operations phase in early 2014 and growth at existing partners amounting to $58.9 million. The remaining increase was due to new contracts and growth in revenue from existing contracts in the transformation phase of $1.7 million.

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue increased $26.8 million, or 57.8%, to $73.1 million for fiscal 2014, as compared to $46.3 million for fiscal 2013. The increase in cost of revenue was primarily due to additional personnel costs totaling $14.7 million to support our revenue growth. The remaining increase was attributable to an increase of $12.6 million in third-party support services in support of our platform and operations services and offset by a $1.2 million decrease in professional fees. Our third-party contract services are provided primarily by one of our current investors, UPMC, in the form of TPA services for our partners’ health plans.

Selling, general and administrative expenses

SG&A expenses increased $52.4 million, or 217.5%, to $76.5 million for fiscal 2014, as compared to $24.1 million for fiscal 2013. The increase in SG&A expenses was primarily due to continued investment in technology and clinical solutions including research and development. The increase is also attributable to stock based compensation expense due to non-employee accounting treatment and increase in share price. Additionally, we increased hiring in corporate overhead departments including legal, human resources and finance management to support growth in our business and costs related to this offering. Finally, we had increases in selling, marketing, rent and travel to support our growth.

Depreciation and amortization expense

Depreciation and amortization expense increased by $1.9 million to $3.7 million for fiscal 2014, as compared to $1.8 million for fiscal 2013. The increase in depreciation and amortization expense was primarily due to an increase in amortization of internally developed software of $0.9 million, the completion of leasehold improvements for additional corporate office space in July 2014 and October 2014, which resulted in $0.4 million in incremental depreciation expense, and increased amortization and depreciation of $0.5 million for other assets.

Interest (income) / expense

Interest (income) / expense increased by $1.0 million to $0.2 million in interest income for fiscal 2014, as compared to interest expense of $0.8 million for fiscal 2013. The increase in interest (income) / expense was primarily due to the conversion of certain convertible notes into Series B preferred units in September 2013 which resulted in no interest expense being recorded subsequent to conversion, as compared to $0.8 million prior to conversion.

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Results of operations for Evolent Health Holdings, Inc.

The following table summarizes key components of the results of operations for Evolent Health Holdings, Inc. for the periods indicated, both in dollars and as a percentage of our total revenues.

	Year ended December 31,
	2014			2013
	(in thousands)
Revenue:
Transformation	$	—		$	22,130
Platform and operations		—			3,541
Total Revenue		—			25,671
Cost of revenue (exclusive of depreciation and amortization presented separately below)		—			30,018
Selling, general and administrative expenses		—			15,600
Depreciation and amortization expense		—			1,208
Total Operating Expenses		—			46,826
Operating Loss		—			(21,155	)
Interest expense / (income), net		—			820
Other income, net		—			(1	)
Gain on deconsolidation		—			46,246
Loss from equity investees		(25,246	)		(4,241	)
(Loss) income before income tax		(25,246	)		20,031
Income tax (benefit) / expense		—			8
Net (loss) income and comprehensive (loss) income	$	(25,246	)	$	20,023

Comparison of fiscal 2014 and fiscal 2013 for Evolent Health Holdings, Inc.

Due to the deconsolidation of Evolent Health LLC, as a result of the issuance of a round of equity financing in which Evolent Health Holdings, Inc. was deemed to no longer control Evolent Health LLC for accounting purposes in the third quarter of 2013, the financial statements of Evolent Health Holdings, Inc. for fiscal 2014 and fiscal 2013 are not comparable. Evolent Health Holdings, Inc. did not recognize any revenue, cost of revenue, SG&A expense or depreciation and amortization expense for fiscal 2014 due to the deconsolidation. Subsequent to deconsolidating Evolent Health LLC, Evolent Health Holdings, Inc. has not engaged in any operations or investments other than the ownership of its interest in Evolent Health LLC and actions incidental thereto.

Gain on deconsolidation

Evolent Health Holdings, Inc. recognized a $46.3 million gain on deconsolidation related to the 2013 reorganization and related issuance of Series B preferred units, including Series B preferred units that were issued as a result of the conversion of certain convertible notes, that reflected the difference between the fair value of its retained ownership in Evolent Health LLC and its carrying value.

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Loss from equity investees

The $21.0 million increase in loss from equity investees was primarily related to the 2013 reorganization. In accordance with the equity method of accounting, the carrying amount of the investment was initially recorded at cost and was increased to reflect its proportionate share of Evolent Health LLC’s income and was reduced to reflect its proportionate share of Evolent Health LLC’s losses. During fiscal 2014, Evolent Health Holdings, Inc.’s proportionate share of the losses of Evolent Health LLC was $25.2 million, which included $2.0 million related to the amortization of the basis differential. During fiscal 2013, Evolent Health Holdings, Inc.’s proportionate share of the losses of Evolent Health LLC was $4.2 million, which reflects just over three months of results subsequent to the deconsolidation of Evolent Health Holdings, Inc. and includes $0.7 million related to the amortization of the basis differential.

Quarterly revenue for Evolent Health LLC

The following table sets forth the unaudited quarterly revenue for Evolent Health LLC for each of the eight quarters presented below. We have prepared this unaudited quarterly data on a consistent basis with the audited annual financial statements included in this prospectus. This information should be read in conjunction with our audited annual financial statements and the related notes included elsewhere in this prospectus. The revenue for these historical periods are not necessarily indicative of the revenue for a full year or any future period. We experience higher sequential growth in our revenues from platform and operations in our fiscal first quarter ending March 31 due to the timing of the annual enrollment cycle in the health plan industry.

	Three months ended
	March 31,		June 30,		September 30,		December 31,		March 31,		June 30,		September 30,		December 31,
(in thousands)	2013														2014
							(unaudited)
Revenue:
Transformation	$	4,428	$	6,329	$	13,183	$	10,621	$	7,420	$	8,532	$	11,885	$	8,452
Platform and operations		1,029		1,198		1,437		2,056		12,656		15,657		18,011		18,275
Total Revenue	$	5,457	$	7,527	$	14,620	$	12,677	$	20,076	$	24,189	$	29,896	$	26,727

Liquidity and capital resources

Evolent Health Holdings, Inc. is the managing member of Evolent Health LLC and the financial statements of Evolent Health Holdings, Inc. include the consolidated results and cash flows of Evolent Health LLC through September 23, 2013 and reflect the results of Evolent Health LLC as an equity method investment subsequent to such date due to deconsolidation that occurred as a result of a round of equity financing. The cash flows for Evolent Health Holdings, Inc. subsequent to the deconsolidation include the loss from equity method investee and therefore a discussion of such liquidity and capital resources have not been included herein. In this section, unless the context otherwise requires, the “company”, “we”, “us” and “our” refers to Evolent Health LLC.

Since its inception, Evolent Health LLC has incurred net losses and negative cash flows from operations. Evolent Health LLC incurred net losses of $52.3 million, $32.8 million and $19.3 million for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. Net cash used in operating activities was $12.1 million and $19.3 million for fiscal 2014 and fiscal 2013, respectively. As of December 31, 2014, Evolent Health LLC had $41.6 million of cash, cash equivalents and current investments. Since inception, we have financed our operations primarily through private placements of convertible notes and convertible preferred units.

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In September 2013, Evolent Health LLC issued Series B preferred units, the net proceeds of which totaled $72.1 million. As of December 31, 2014, approximately $26.4 million of the net proceeds remained invested in highly liquid U.S. Agency obligations, treasury bills and certificates of deposit classified as short-term investments. Evolent Health LLC intends to hold the investments to the respective maturity dates unless it is needed for working capital purposes in the interim.

We believe our current cash, short-term investments and sources of liquidity will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities and the timing and extent of our spending to support our investment efforts and expansion into other markets. We may also seek to invest in, or acquire complementary businesses, applications or technologies. To the extent that existing cash and current investments and cash flows from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

Cash, cash equivalents and current investments

As of December 31, 2014, Evolent Health LLC had $41.6 million of cash, cash equivalents and current investments and $5.9 million in restricted cash. Since inception, we have financed our operations primarily through private placements of convertible notes and convertible preferred units and, to a lesser extent, cash flows from operations.

Our indebtedness

As of December 31, 2014, neither Evolent Health LLC nor Evolent Health Holdings, Inc. had any indebtedness.

Cash flows

The following summary of cash flows of Evolent Health LLC for the periods indicated has been derived from our financial statements included elsewhere in this prospectus:

	Year ended December 31,
(in thousands)	2014			2013
Net cash used in operating activities	$	(12,121	)	$	(19,292	)
Net cash used in investing activities		(38,779	)		(13,132	)
Net cash (used in) provided by financing activities		(1,857	)		95,063

Cash flows from operating activities

Net cash flows used in operating activities were $12.1 million for fiscal 2014 and $19.3 million for fiscal 2013. The improvement in net cash used in operating activities was driven by the growth in the size of our business, including improvements in working capital. For fiscal 2014, the results were primarily related to an increase in accounts payable and accrued liabilities of $13.4 million, an increase in deferred revenue of $6.9 million associated with an increased number of partners, an increase in deferred rent of $2.4 million related to new office space, an increase in stock-based compensation expense of $11.1 million due to non-employee accounting treatment requiring remeasurement to fair value at each reporting period, depreciation and amortization expenses of $3.7 million, decreases in other assets of $1.8 million and a decrease in accounts receivable of $1.0 million partially offset by a net loss of $52.3 million. For fiscal 2013, the results were primarily related to an

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increase in accounts payable and accrued liabilities of $5.3 million, an increase in deferred revenue of $11.8 million primarily due to advanced billing for certain customers, an increase in stock compensation expense of $1.2 million due to non-employee accounting treatment requiring remeasurement to fair value at each reporting period, depreciation and amortization expenses of $1.8 million and an increase in deferred rent of $3.4 million associated with our expanded office space partially offset by an increase in accounts receivable of $8.6 million, an increase in other assets of $1.7 million and a net loss of $32.8 million.

Cash flows from investing activities

During fiscal 2014, cash used in investing activities was $38.8 million as compared to $13.1 million for fiscal 2013. The increase in investing activities was driven by investing cash proceeds from the issuance of Series B preferred units and investment in property and equipment. For fiscal 2014, the results were primarily related to an increase in purchases of property and equipment and the payment of salaries related to the development of software for internal use of $11.0 million and net purchases of short-term investments of $24.2 million. For fiscal 2013, the results were primarily related to an increase in purchases of property and equipment and the payment of salaries related to the development of software for internal use of $11.0 million.

Cash flows from financing activities

Our financing activities have consisted primarily of the issuance of convertible preferred units and convertible notes offset by the payment of deferred offering costs.

During fiscal 2014, cash used in financing activities was $1.9 million, as compared to cash provided by financing activities of $95.1 million for fiscal 2013. For fiscal 2014, the results were primarily related to a repurchase of Series A preferred units and the payment of deferred offering costs, partially offset by an issuance of Series B-1 preferred units. For fiscal 2013, the results were primarily related to the issuance of Series B preferred units of $72.1 million and cash proceeds from convertible notes of $23.0 million.

Contractual obligations

The principal commitments of Evolent Health LLC primarily consist of obligations under leases for office space and reseller agreements. As of December 31, 2014, the future non-cancelable minimum payments under these commitments were as follows:

	Payments due by period (in thousands)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases for facilities	$	19,969	$	2,866	$	6,589	$	6,922	$	3,592
Reseller Guarantees*		2,699		2,699		—		—		—
Other		444		242		202		—		—

* Relates to the UPMC Reseller Agreement and The Advisory Board Reseller Agreement. See “Certain relationships and related transactions”.

Letters of credit

Restricted cash of $5.9 million is carried at cost and includes $3.7 million in letters of credit for facility leases, $2.2 million in collateral with a financial institution for certain services that the financial institution provides to us and other restricted balances as of December 31, 2014.

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Off-balance sheet arrangements

Through December 31, 2014, neither Evolent Health LLC nor Evolent Health Holdings, Inc. had entered into any off-balance sheet arrangements, other than the operating leases noted above, and neither had any holdings in variable interest entities.

Related party transactions

In the ordinary course of business, we enter into transactions with related parties, primarily our existing investors, TPG, UPMC and The Advisory Board. Information regarding transactions and amounts with related parties is discussed in Note 14 to the financial statements of Evolent Health LLC included elsewhere in this prospectus. See also “Certain relationships and related transactions”.

Quantitative and qualitative disclosures about market risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Interest rate risk

As of December 31, 2014, cash, restricted cash and current investments of Evolent Health LLC was $47.5 million, which consisted of bank deposits with FDIC participating banks of $21.1 million and investments of $26.4 million. The cash on deposit with banks is not susceptible to interest rate risk.

U.S. agency obligations, certificates of deposit and Treasuries are classified as held-to-maturity based on the maturity dates and intent to hold.

There were no identified events or changes in circumstances that had a significant adverse effect on the values of these investments. If there was evidence of a decline in value, which is other than temporary, the amounts would be written down to their estimated recoverable value.

As of December 31, 2014, neither Evolent Health LLC nor Evolent Health Holdings, Inc. had any indebtedness.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Inflation risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Critical accounting policies

Evolent Health Holdings, Inc.’s and Evolent Health LLC’s financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the applicable periods. We base our estimates, assumptions and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Different assumptions and

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judgments could change the estimates used in the preparation of our financial statements, which, in turn, could change the results from those reported. We evaluate our estimates, assumptions and judgments on an ongoing basis. The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our financial statements are described below. Actual results could differ. These critical accounting policies apply to both Evolent Health Holdings, Inc. and Evolent Health LLC, as applicable to the manner of presentation of each in any period.

Revenue recognition

Revenue from our services is recognized when there is persuasive evidence of an arrangement, delivery has taken place, revenue is fixed or determinable and collectability of the associated receivable is reasonably assured. Deferred revenue represents billings or payments received in advance of providing the requisite services or instances where revenue recognition criteria have not been met.

We apply the Financial Accounting Standards Board’s, or FASB, guidance for revenue arrangements with multiple deliverables and evaluate each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (a) if the delivered item has value to our partner on a standalone basis and (b) if the contract includes a general right of return relative to the delivered item, and delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. Revenue is then allocated to the units of accounting based on each unit’s relative selling price.

We enter into different types of contracts with our partners depending on where the partner is on its transition towards value-based care. Our contracts generally have multiple deliverables; however, typically there is only one unit of accounting because the deliverables do not have standalone value. Our contracts may provide for the delivery of a combination of one or more of our service offerings. In these situations, we determine whether such arrangements with multiple service offerings should be treated as separate units of accounting based on how the elements are bid or negotiated, whether the partner can accept separate elements of the arrangement and the relationship between the pricing on the elements individually and combined. Because of the unique nature of our services, neither vendor specific objective evidence nor third-party evidence is available. Therefore, we utilize best estimates of selling prices to allocate arrangement consideration in multiple element arrangements. As of December 31, 2014, Blueprint contracts have required allocation to the units of accounting as discussed further below. In addition, one contract with multiple deliverables for transformation and platform and operations services was executed during 2014 and we allocated value based upon the best estimate of selling price.

Transformation

We enter into two different types of contracts during the transformation phase: Blueprint contracts and implementation contracts. Blueprint contracts are fee-for-service and fixed fee in nature, where we provide a strategic assessment for our partners in exchange for a fixed fee that is paid over the term of the engagement. We recognize revenue associated with Blueprint contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contract is not reflective of the value of the contract delivered each period. These contracts may contain credits for fees related to signing a future long-term agreement by a certain date. The credits are assessed to determine whether they reflect significant and incremental discounts compared to discounts in the original Blueprints. If discounts are significant and incremental, we allocate the discount between the Blueprint contract and future purchases. If the future credit expires unused, it is recognized as revenue at that time.

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Depending on the strategic assessment generated in a Blueprint, a partner may decide to move forward with a population health or health plan strategy. In these cases, the partner enters into an implementation contract with us in which we provide all services related to the launch of this strategy. These contracts last twelve to fifteen months and are typically fixed fee in nature. We recognize revenue associated with implementation contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period, based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contract is not reflective of the value of the contract delivered each period. Billings associated with these contracts are typically scheduled in installments over the term of the agreement.

Platform and operations

After the transformation phase, we enter into multi-year service contracts with our partners where various population health, health plan operations and PBM services are provided on an ongoing basis to the members of our partners’ plans in exchange for a monthly service fee. Members are individuals that are covered by the respective member service contracts and typically include the partners’ employees and its customers. Revenue from these contracts is recognized in the month in which the services are delivered. In some cases, there is an “at risk” portion of the service fee that could be refunded to the partner if certain service levels are not

attained. We monitor our compliance with service levels to determine whether a refund will be provided to the partner and record an estimate of these refunds. To date, our history is limited for these contracts; therefore, the full potential refund is generally deferred until all obligations are met.

Income taxes

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income based on assumptions that are consistent with our future plans.

Evolent Health LLC was subject to income taxes in the United States for periods prior to September 23, 2013 and Evolent Health Holdings, Inc. is subject to income taxes for all periods. Each recognized deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its respective financial statements and tax returns. Deferred tax assets and liabilities were determined based upon the differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences were expected to reverse. Deferred tax assets were reduced by a valuation allowance if it was more likely than not that these assets would not be realized.

On September 23, 2013, Evolent Health LLC completed a legal entity and tax restructuring pursuant to which its federal and state income tax status and classification changed from a corporation, subject to federal and state income taxes, to a partnership, whereby its members are responsible for reporting income or loss based on such member’s respective share of our income and expenses as reported for tax purposes. As a result of this restructuring, Evolent Health LLC ceased recognizing all of its federal and state deferred tax assets and liabilities as of September 23, 2013. In fiscal 2014 and fiscal 2013, all entities, as applicable, recorded a full valuation allowance against deferred tax assets, as significant doubt existed related as to their ability to be realized.

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Impairment of long lived assets

We periodically review the carrying value of our long-lived assets, including capitalized software development costs, property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. Impairments are recognized when the carrying amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. We are required to make subjective judgments in determining the events or changes that may give rise to an impairment. We also make estimates in assessing the future undiscounted cash flows related to those assets or assets groups to determine if an asset has been impaired. We make those judgments and estimates based on management’s best knowledge of its future operating plans, business strategies, as well as the legal, environmental, industrial, technological and operational environment in which we operate.

Based on those judgments, we concluded that there was no impairment of long-lived assets for fiscal 2014 or fiscal 2013.

Impairment of equity method investment

Evolent Health Holdings, Inc. has accounted for its investment in Evolent Health LLC under the equity basis of accounting. Equity method investments are reviewed for impairment on a regular basis. An equity method investment is written down to fair value if there is evidence of a loss in value which is other than temporary. We may estimate the fair value of our equity method investment by considering recent investee equity transactions, discounted cash flow analysis and recent operating results. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred. The estimation of fair value and whether an other-than temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions.

Based on those judgments, we concluded that there was no impairment of equity method investment for fiscal 2014 or fiscal 2013.

Stock-based compensation

Employees of Evolent Health LLC are granted stock-based awards in Evolent Health Holdings, Inc., and Evolent Health LLC is contractually required to issue a similar amount and class of membership equity to Evolent Health Holdings, Inc., in accordance with its second amended and restated operating agreement. Evolent Holdings, Inc. accounts for its interest in Evolent Health LLC using equity method of accounting. As such, we apply the guidance applicable to stock-based compensation granted to employees of an equity method investee. Under this guidance, we apply the fair value method to recognize compensation expense for stock-based awards. Using this method, the fair value of the awards is measured on the date that they vest and is recognized on a straight-line basis over the requisite service period. We re-measure the fair value of our unvested stock awards on a quarterly basis until the awards ultimately vest.

We utilize the Black-Scholes option pricing model to estimate the grant-date fair value of option awards. The following weighted-average assumptions are also used to calculate the estimated fair value of option awards:

• Fair value of common stock: Our stock is not publicly traded and, therefore, we must estimate the fair value of common stock as described under “—Common Stock Valuation”.

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• Expected volatility: The expected volatility of our shares is estimated using the historical volatility of a peer group of public companies over the most recent period commensurate with the estimated expected term of the awards.

• Expected term: The estimated term is equal to the weighted period between the vesting period and the contract life of the option. This method is known as the simplified method and is utilized due to our relatively short history.

• Dividend yield: We have not paid dividends and do not anticipate paying a cash dividend in the foreseeable future and, accordingly, use an expected dividend yield of zero.

• Risk-free interest rate: We base the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards.

An estimated forfeiture rate is applied based on an analysis of historical option holder activity. Prior to the 2013 reorganization, stock-based compensation followed an employee model as the awards were granted in the stock of the Company to employees of the Company. Subsequent to the 2013 reorganization, the stock-based compensation awards were granted in the stock of Evolent Health Holdings, Inc., to employees of Evolent Health LLC. As such, we are required to utilize a non-employee model for recognizing stock-based compensation, which requires the awards to be marked-to-market through net income at the end of each reporting period until vesting occurs. Each quarter, the forfeiture rate is revised as needed to reflect the impact of new forfeitures that occurred.

We also may provide restricted stock awards to employees. Stock-based compensation cost for these awards is measured based on the fair value of our common stock on the grant date.

Common Stock Valuation

The historical valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, we considered all relevant facts and circumstances known at the time of valuation, made certain assumptions based on future expectations and exercised significant judgment to determine the fair value of Evolent Health Holdings, Inc.’s common stock. The factors considered in determining the fair value include, but are not limited to, the following:

• valuations of our common stock completed on a regular basis;

• recent issuances of preferred stock, as well as the rights, preferences and privileges of our preferred stock relative to our common stock;

• our historical financial results and estimated trends and projections for our future operating and financial performance;

• likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

• the market performance of comparable, publicly-traded companies; and

• the overall economic and industry conditions and outlook.

Prior to December 31, 2014, when estimating the value of our common stock, our board of directors determined the equity value of the business by primarily considering income-based approaches. The income-based approach estimates value based on the expectation of future cash flows that a company will generate and the

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residual value of the company after the forecasted period. The future cash flows are discounted using a discount rate derived based upon venture capital rates commensurate with our risk profile. Additionally, we applied a discount to recognize the lack of marketability due to being a closely held company. Finally, we estimated the time to a future liquidity event at each valuation date based upon our expectations at each valuation date.

As of December 31, 2014, we utilized a probability-weighted expected return method, or PWERM, to determine the value of Evolent Health Holdings Inc.’s common stock due to the three distinct liquidity events considered as of the valuation date. An analysis of the future values of Evolent Health Holdings Inc. was performed for each of the potential liquidity events, and the value of the common stock was determined for each liquidity event at the time of each liquidity event and discounted back to the present using a risk-adjusted discount rate. The present values of the common stock under each liquidity event were then weighted based on the probability of each outcome occurring to determine the value of the common stock. We utilized a combination of the income-based approach and market approach for the distinct liquidity events. A discounted cash flow analysis was used for the income approach. Under the market approach, a market multiple was selected based on the estimated exit timing.

In order to determine the fair value of our common stock, we generally first determine our business enterprise value, or BEV, and then allocate the BEV to each element of our capital structure (preferred stock, common stock and options). Our indicated BEV at each valuation date was allocated to the shares of preferred stock, common stock and options using the Black-Scholes option-pricing model. Estimates of the volatility of our common stock were based on available information on the volatility of common stock of comparable, publicly-traded companies and estimates of expected term were based on the estimated time to liquidity event.

Our valuations have progressed as follows:

• September 2013:    We determined a fair market value of $4.29 per share of common stock based on an estimated BEV of $130.3 million. Because the Series B preferred unit issuance involved a new investor, we used the implied BEV from this transaction as it represented an arms-length marketplace participant transaction.

• December 2014:     We determined a fair market value of $27.46 per share, based on estimated BEV of $394 million. We utilized PWERM to determine the value due to the three distinct liquidity events considered as of the valuation date. The value of each liquidity event at the time of each liquidity event was discounted back to the present using a risk-adjusted discount rate. We utilized a combination of the income-based approach and market approach for the distinct liquidity events.

Recently issued accounting standards

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, in order to clarify the principles of recognizing revenue. This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods or services in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. The FASB defines a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligation. By completing all five steps of the process, the core principles of revenue recognition will be achieved. The amendments in the standard are effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited. We will adopt the requirements of this standard effective January 1, 2017, and are currently evaluating the impact of the adoption on our consolidated financial condition and results of operations.

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In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). This ASU requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. It requires an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. This ASU is effective beginning with the first annual period ending after December 15, 2016, and for all annual and interim periods thereafter. Early application is permitted. We do not expect this ASU to have an impact on our financial statements or related disclosures.

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Business

We are a market leader and a pioneer in the new era of healthcare delivery and payment, in which leading providers are taking on increasing clinical and financial responsibility for the populations they serve. Our purpose-built platform, powered by our technology, proprietary processes and integrated services, enables providers to migrate their economic orientation from FFS reimbursement to value-based payment models. By partnering with providers to accelerate their path to value-based care, we enable our provider partners to expand their market opportunity, diversify their revenue streams, grow market share and improve the quality of the care they provide.

We consider value-based care to be the necessary convergence of healthcare payment and delivery. We believe the pace of this convergence is accelerating, driven by price pressure in traditional FFS healthcare, a regulatory environment that is incentivizing value-based care models, a rapid expansion of retail insurance driven by the emergence of the health insurance exchanges and innovation in data and technology. We believe providers are positioned to lead this transition to value-based care because of their control over large portions of healthcare delivery costs, their primary position with consumers and their strong local brand.

Today, increasing numbers of providers are adopting value-based strategies, including contracting for capitated arrangements with existing insurance companies, governmental payers or large self-funded employers and managing their own captive health plans. Through value-based care, providers are in the early stages of transforming their role in healthcare as they attempt to defend their existing position and capture a greater portion of the more than $2 trillion in annual health insurance expenditures. While approximately 10% of healthcare payments are paid through value-based care programs today, including through models created by systems like UPMC, Kaiser Permanente and Intermountain Healthcare, it is estimated that this number will grow to over 50% by 2020. There were 120 provider-owned health plans as of 2010 and this number continues to grow. The number of ACOs constructed to manage capitated or value-based arrangements with existing insurance companies or government payers grew to 742 by the end of 2014.

We believe the transformation of the provider business model will require a set of core capabilities, including the ability to aggregate and understand disparate clinical and financial data, standardize and integrate technology into care processes, manage population health and build a financial and administrative infrastructure that capitalizes on the clinical and financial value it delivers. We provide an end-to-end, built-for-purpose, technology-enabled services platform for providers to transition their organization and business model to succeed in value-based payment models.

The core elements of our platform include:

• Identifi^®, our technology platform, delivers the data aggregation and stratification, proven value-based care content, EMR optimization and proprietary applications that allow providers to standardize the delivery of care and enable clinical and financial analytics.

• Integrated technology, proprietary process and clinical services model that enables the delivery of a high-performing population health organization, an aligned clinical delivery network to provide high-quality, coordinated care and an efficient administrative infrastructure to administer value-based care payment relationships.

• Long-term, embedded and aligned partnerships with health systems to enable us and our provider partners to grow together as we manage increasing populations under value-based care arrangements.

• Integration into provider clinical processes allows for traditional cost management solutions, such as PBM, radiology benefit management and patient risk scoring and adjustment, to achieve greater adoption and performance than traditional payer led models.

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• Payer-agnostic and a single point of integration between payers and the provider community.    This indispensable single point of integration between a diverse set of payers becomes more valuable over time as our platform becomes the standard for value-based care contracting and operations.

We believe we are pioneers in enabling health systems to succeed in value-based payment models. We were founded in 2011 by members of our management team, UPMC, an integrated delivery system based in Pittsburgh, Pennsylvania, and The Advisory Board, to enable providers to pursue a value-based business model and evolve their competitive position and market opportunity. Our mission, technology and services were developed with UPMC, which operates the nation’s largest provider-owned health plan after Kaiser Permanente, and The Advisory Board, whose best practice research and technology solutions were available to a membership base of over 3,900 hospitals and providers as of March 2015. Our accomplishments since inception include:

• 2012:     Signed and converted our first ‘Blueprint’ into a long-term contract with a provider

• 2013:     Launched first plan to manage a health system’s employee population

• 2013:     Launched first Medicare Advantage plan to enable a provider to capture entire premium dollar

• 2013:     Entered four additional markets through long-term contracts with partners

• 2014:     Payer Value Alliance—created common financial and clinical framework across payers

• 2014:     Developed first commercial health plan for a health system partner, to launch in 2015

• 2015:     Grew from six employees at inception to 836 employees as of April 30, 2015

We have developed what we believe is a unique partner development model. Each partner relationship begins with our transformation services, during which a partner engages us to develop a customized value-based care execution plan. This allows us to define the opportunity for our partners and embed our technology and processes while building confidence and trust that we are the best long-term infrastructure partner for the provider’s value-based care strategy. We then transition our partner to our platform and operations phase, which is governed by a long-term contract. We incur significant expenses in securing new partner relationships, and, in fiscal 2014, our business development expenses represented approximately 10% of our total revenues. To date, we have secured ten long-term contracts representing over $             million in future total contract value from our platform and operations revenue based on current pricing and membership as of April 1, 2015, with additional upside as current partners grow and expand the membership in their value-based care offerings. Although the revenue from these long-term contracts is not guaranteed because certain of these contracts are terminable for convenience by our partners after a specified period of time, certain partners would be required to pay us a termination fee in certain circumstances.

We believe our business model provides strong visibility and aligns our partners’ incentives with our own. A large portion of our revenue is derived from our multi-year contracts, which are linked to the number of members that our partners are managing under a value-based care arrangement. This variable pricing model depends on the number of services and technology applications that our partners utilize to advance their value-based care strategies and the number of members they are able to attract over time. We expect to grow with current partners as they increase membership in their existing value-based programs, through expanding the number of services we provide to our existing partners and by adding new partners.

We believe we are in the early stages of capitalizing on these long-term aligned partnerships. Our health system partners’ current value-based care arrangements represent less than 10% of the health system partners’ total

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revenue each year. We believe the proportion of value-based care related revenues to total health system revenues will continue to grow, driven by continued price pressure in FFS, new government payment programs, growth in consumer-focused insurance programs, such as Medicare Advantage and the health insurance exchanges, and innovation in data and technology.

Our business model benefits from scale, as we leverage our purpose-built technology platform and centralized resources in conjunction with the growth of our partners’ membership base. These resources include technology development, clinical analytics and network development. While our absolute investment in our centralized resources will increase over time, we expect it will decrease as a percentage of revenue as we are able to scale this investment across a broader group of partners.

The value we deliver to providers has translated into strong growth, as evidenced by Evolent Health LLC’s revenue increasing from $40.3 million for fiscal 2013 to $100.9 million for fiscal 2014. For fiscal 2014, Evolent Health LLC’s net loss was $52.3 million and Evolent Health LLC’s Adjusted EBITDA was approximately $(37.7) million. See “Prospectus summary—Summary financial and operational data” for our definition of Adjusted EBITDA, why we present Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss. Evolent Health LLC also incurred net losses of $32.8 million and $19.3 million for fiscal 2013 and fiscal 2012, respectively.

Our market opportunity

In 2014, healthcare spending in the United States is projected to be more than $3 trillion, of which we estimate $1 trillion to be waste. We believe that a fundamental shift to value-based care can address this $1 trillion opportunity. We believe that for the U.S. healthcare system to shift to a value-based care delivery model, providers must be an empowered part of the solution. Our comprehensive technology and services platform enables providers to capitalize on this transition, which we believe will position us to be at the forefront of the transformation to value-based care.

We believe our total market opportunity is over $10 billion today based on health insurance expenditures, the total percentage of payments providers receive under value-based contracting, the size of the provider-sponsored health plan market and the fees we believe we can charge. We believe this opportunity will grow to over $46 billion by 2020 driven by health insurance expenditures increasing from approximately $2.1 trillion in 2013 to approximately $3.2 trillion in 2020, the total percentage of payments providers receive under value-based care models growing from 10% to 50%, and the provider-sponsored health plan market representing 15% of total health plan membership.

Healthcare is in the early stages of structural change

We believe the incentives will grow for health systems to transition to value-based payment models that align the delivery and payment of care in an effort to reduce costs and improve patient health.

It is estimated that over 50% of total healthcare payments will be paid through value-based care programs by 2020. An aging population, expanding coverage and the U.S. and/or state government’s increasing role as payer is expected to drive this growth, which we expect to create significant long-term demand for our offerings. It is expected that Medicare enrollment alone will rise from approximately 53 million people in 2014 to approximately 63 million in 2020. In addition to enrollment growth, the expansion of government value-based care models are aligning healthcare payment and delivery, incentivizing providers to deliver high-quality care in a cost-effective manner. These programs include Medicare ACOs, Medicare Shared Savings Programs, dual eligible (or those that qualify for both Medicare and Medicaid) and Medicare value-based purchasing.

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Further supporting the shift is the increase of retail purchasing of healthcare which we expect to grow to approximately 86 million people by 2018. We believe the growth of retail-oriented healthcare creates an opportunity for providers to compete with health insurers for these lives where their brand resonates with consumers and there are lower barriers to entry than the traditional group health model.

Health systems must defend their platform and expand their market opportunity

We believe that the status quo for providers is not sustainable. The operating margins of health systems that do not change their business models are estimated to erode to -8% by 2020. We believe, however, health systems that evolve to a value-based care model can create greater financial stability for their existing hospital business and can expand their market opportunity by gaining access to a greater portion of the healthcare insurance premiums that they do not already receive. Health systems that adopt value-based care models such as ACOs, bundled payments and provider-owned health plans, can compete for these healthcare insurance premiums.

We believe that providers are well-positioned for the opportunity to compete for approximately $1.2 trillion of health insurance spending, which represents the difference in the approximately $2.1 trillion of health insurance spending in the United States and the $937 billion that hospitals received in 2013. In many local markets, health systems are the central hub of healthcare. They directly control approximately 44% of the healthcare costs and indirectly control even larger portions of overall spend through their clinical decision-making.

This opportunity is expected to grow. Health insurance spending is expected to grow from approximately $2.1 trillion in 2013 to approximately $3.2 trillion by 2020, as Medicare Advantage, Medicaid Managed Care, dual eligible beneficiaries and health insurance exchanges grow.

Multiple ways to capitalize on the shift to value-based care

We believe we will benefit from the multiple value-based business models that can be pursued by health systems. Market factors, such as payer mix and local competition, and the health systems’ resources, including financial, clinical and technology, drive their determination of the value-based business model to pursue. Examples of the value-based business models that are typically pursued include (a) shared savings payer risk contracts with existing insurance companies or governmental payers, whereby health systems can receive a portion of the medical costs savings, (b) capitated payer risk contracts, whereby health systems receive a fee to manage populations that is based on the number of members being managed and the scope of their services and (c) owning a health plan, whereby health systems receive the total insurance premium to manage the health of a population.

In our experience, health systems that have had success with value-based care models, including the management of their own employees, or owning a Medicare Advantage health plan, have sought to expand the number and size of value-based care arrangements that they pursue. We believe our ability to enable and support these business models across all populations positions us to benefit from a health system’s transition to value-based care, regardless of the forms of value-based care they choose or populations they target.

Our solution

We provide an end-to-end, built-for-purpose, technology-enabled services platform for providers to succeed in value-based payment models.

Our long-term partnerships begin with a system transformation process called the Blueprint, where we work with a provider’s board of directors and senior management to assess their ability to succeed in value-based payment models. This process acts as a channel for long-term partnerships, as a significant portion of providers that make an investment in a Blueprint continue to partner with us for our Value-Based Operations.

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Once our platform is integrated into the clinical and financial systems of our provider partners through the Blueprint and implementation phase, our Value-Based Operations, including our technology-enabled services platform, support the execution and administration of a provider’s value-based care models on an ongoing basis. Value-Based Operations include Identifi^®, our technology backbone, Population Health Services to enable provider-led management of the population and Financial and Administrative Management to measure performance and administer and capture the value of improved care.

Supporting multiple value-based care models

Our platform was built to support a diverse set of provider value-based care strategies. It provides the core technology and services necessary for all models pursued by providers.

Providers partner with us on at least one of three types of value-based contracting models, with most supporting at least the Direct to Employer model and one additional type of contracting arrangement.

• Direct to Employer:    Manage costs for self-funded employers including a health system’s own employees

• Payer contracts:    Value-based contracts with third-party payers (including commercial insurers and the government) that include a full spectrum of risk for bundled payments, pay for performance to full capitation

• Health plan:    Launching a provider-owned health plan allows providers to control the entire premium dollar across multiple populations, including commercial, Medicare and Medicaid

Our partners benefit from a single platform that enables them to utilize our core suite of ongoing solutions, regardless of the size or type of value-based care models they are pursuing. Our platform grows through health systems increasing membership in their existing value-based care payment model, as well as their pursuit of additional payer contracts and health plans.

Identifi^®

Identifi^® is our proprietary technology platform that aggregates and analyzes data, manages care workflows and engages patients. Identifi^® links our processes with those of our provider partners and other third parties in order to create a connected clinical delivery ecosystem, stratify patient populations, standardize clinical work flows and enable high-quality, cost-effective care. The configurable nature and broad capabilities of Identifi^® help enhance the benefits our partners receive from our Value-Based Operations and increase the effectiveness of our partners’ existing technology architecture. Highlights of the capabilities of Identifi^® include the following:

• Data and integration services:    Data from disparate sources, such as EMRs, and lab and pharmacy data, is collected, assembled, integrated and maintained in order to provide healthcare professionals with a holistic view of the patient.

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• Clinical and business content:    Clinical and business content is applied to the integrated data to create actionable information in order to optimize clinical and financial performance.

• EMR optimization:    Data and clinical insights from Identifi^® are fed back into partner EMRs, which are optimized to improve both provider and patient satisfaction, create workflow efficiencies, promote clinical documentation and coding and provide clinical support at the point-of-care.

• Applications:    A suite of cloud-based applications manages the clinical, financial and operational aspects of the value-based model. Our applications are individually purchased and scale with the clinical, financial and administrative needs of a provider partners. As additional capabilities are required through our platform, they are often deployed as applications through the Identifi^® platform.

Value-Based Operations

Our Value-Based Operations are empowered and supported by Identifi^®. Other elements include: (1) an aligned clinical delivery network to provide improved, coordinated care, (2) a high-performing population health organization that drives clinical outcomes and (3) an efficient administrative infrastructure to administer value-based payments. We integrate change management processes and ongoing physician-led transformation into all value-based services to build engagement, integration and alignment within our partners in order to successfully deliver value-based care and sustain performance. We have standardized the processes described below and are able to leverage our expertise across our entire partner base. Through the technological and clinical integration we achieve, our solutions are delivered as ingrained components of our partner’s core operations rather than add-on solutions.

Delivery network alignment.    We help our partners build the capabilities that are required to develop and maintain a coordinated and financially-aligned provider network that can deliver high-quality care necessary for value-based contracts. These capabilities include:

• High-performance network:    Supporting the capabilities needed to build, maintain and optimize provider- and clinically-integrated networks

• Value compensation models:     Developing and supporting physician incentive payment programs that are linked to quality outcomes, payer shared savings arrangements and health plan performance

• Integrated specialty partnerships:    Supporting the technology-enabled strategies, analytics and staff needed to optimize network referral patterns

Population Health Performance.    Population Health Performance is an integrated suite of technology-enabled solutions that supports the delivery of quality care in an environment where a provider’s need to manage health has significantly expanded. These solutions include:

• Clinical programs:    Care processes and ongoing clinical innovation that enables providers to target the right intervention at the right time for a given patient

• Specialized care team:    Multi-disciplinary team that is deployed telephonically from a centralized location or throughout a local market to operate clinical programs, engage patients and support physicians

• Patient engagement:    Integrated technologies and processes that enable outreach to engage patients in their own care process

• Quality and risk coding:    Engagement of physicians to identify opportunities to close gaps in care and improve clinical documentation efforts

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Financial and administrative management.    We help providers assemble the complete infrastructure required to operate, manage and capitalize on a variety of value-based payment arrangements. These capabilities include:

• Payer risk:    The capabilities needed to successfully manage risk from payers, including analysis, data and operational integration with payer processes, and ongoing performance management. Included in this capability is our Payer Value Alliance, which leverages our national scale to support providers with a common, sustainable, financial and clinical framework across contracted payers.

• Analytics and reporting:    The ongoing and ad hoc analytic teams and reports required to measure, inform and improve performance, including population health analytics, market analytics, network evaluation, staffing models, physician effectiveness, clinical delivery optimization and patient engagement

• Health plan:    The scaled administrative capabilities required to launch and operate a provider-sponsored health plan, including sales and marketing, product development, actuarial, regulatory and compliance, member services, claims administration, provider relations, finance and utilization management

• Leadership and management:    Our local and national talent assist our partners in effectively managing the performance of their value-based operations

• Pharmacy benefit management.    The team of professionals to support the drug component of providers’ plan offerings with national buying power and dedicated resources that are tightly integrated with the care delivery model. Differentiated from what we consider to be traditional PBMs, our solution is integrated into patient care and engages population health levers including generic utilization, provider management, and utilization management to reduce unit pharmacy costs.

Centralized infrastructure

Our solution was built to provide operating leverage that benefits from our continued growth. We leverage our purpose-built technology platform and centralized resources in conjunction with the growth in our partners’ membership base. Our centralized resources and technologies include our network development capabilities, PBM administration, technology infrastructure and data analytics.

Case Studies

The below case studies highlight the deployment of our platform at key clients, the scope of our partnership and impact of our solution. In each of the below examples, we have been able to deliver improved patient care and financial returns for our health system partners.

Partner Case Study 1

In 2012, we partnered with a leading hospital system to optimize its existing provider-owned health plan, employee health plan, Medicare ACO and population health infrastructure. We worked with the partner’s physician leadership to foster a value-based services organization and institute a physician-led governance and accountability model. This involved the deployment of our Identifi^® platform, which included the following:

• integration of the partner’s existing EMR and clinical data, including admission/discharge, lab and biometric data;

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• integration of payer data feeds covering the employee, commercial and Medicare Advantage populations; and

• implementation of over 1,000 clinical stratification rules and approximately 680 clinical measures to support risk stratification and clinical workflows.

Our proprietary processes and integrated services are currently deployed in the partner’s value-based services organization. These processes and services, together with our centralized staff, provide technology-enabled platform and operations spanning Population Health Performance, Delivery Network Alignment and Financial and Administrative Management.

After implementing our platform, the partner’s Medicare Advantage health plan realized improvements that included a 13% reduction in inpatient per member medical cost, a 6% reduction in outpatient per member medical cost, an 11% reduction in per member medical cost for emergency department visits and a 20% reduction in high-tech radiology per member cost in the first six months of 2014. These clinical improvements contributed to a decrease in medical expense as a percent of premium revenue from 94% to 84% on a year over year basis for the first eight months of 2014. With our management support over this period, the partner’s gross profitability improvement was 2.5 times the fees paid to us to manage this population.

As of January 31, 2015, our fully integrated platform covered over 120,000 lives, including 38,000 employee lives, 12,000 Medicare Advantage health plan lives, 50,000 Medicaid lives and 18,000 commercial lives at the partner.

Partner Case Study 2

In 2013, we partnered with a leading hospital system to drive community health improvement and enhance annual financial performance through the development of a value-based care initiative, which included the implementation of our Payer Value Alliance solution, as well as our health plan operations offering and our offering for health system employees and self-funded employers. The strategy included an approximately 17,000 member employee health plan, the launch of a Medicare Advantage health plan and the development of commercial health plans available on and off the health insurance exchanges.

To execute on this strategy, we partnered with the hospital system to build and operate health plan infrastructure, develop an aligned physician network, develop a clinical improvement program, design new products and employ change-management and transformational processes. Our Identifi^® platform, proprietary processes and integrated services deployed across Population Health Performance, Delivery Network Alignment, and Financial and Administrative Management are embedded throughout the partner’s health plan and value-based organization to optimize care management effectiveness.

Following the success of the employee health plan and Medicare Advantage health plan launch, the partner expanded its value-based care initiative to include risk-based contracting with Medicare and commercial payers leveraging the existing connectivity we had through our integrated platform. In order to execute this strategy, the hospital system expanded its partnership with us to leverage our Payer Value Alliance and to establish common, sustainable financial and clinical frameworks across contracted payers.

Our suite of technology-enabled services has contributed to significant improvements for the employee health plan for the first six months of 2014 versus the same period in 2013, including a 20% reduction in total admissions and a 25% reduction in ambulatory care-sensitive admissions, or admissions where appropriate ambulatory care may prevent or reduce the need for admission to the hospital. In addition, the recently-launched Medicare Advantage products have enrolled over 6,900 members during the first enrollment period, which exceeds the first year enrollment of 92% of other Medicare Advantage plans launched between 2010 and 2015.

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Partner Case Study 3

In 2012, we partnered with a leading hospital system to develop, design and launch an employee health plan in order to leverage the scale of its existing Managed Medicaid health plan. The hospital system’s historical employee benefit costs had been growing at a compound annual rate of 8.0% from 2010 to 2012. Implementation of our offering for health system employees and self-funded employers, including our Identifi^® platform, proprietary processes and integrated services, contributed to improved performance, with actual employee benefit expense declining 0.5% from 2012 to 2013. Additionally, the health system increased its members’ utilization of in-system care through care management, benefit design and network development, with in-system inpatient admissions growing from 82% in 2012 to 91% in 2013.

Following the success of managing the partner’s employees, our partner sought to expand its value strategy and launch a Medicare Advantage health plan. Strengthening its partnership with us while utilizing existing infrastructure that had been established to manage their employees, our partner implemented the Evolent Health Plan Value Edge solution to accelerate the health plan launch, design provider-centric products, gain the benefits of nationally scaled infrastructure and leverage consumer and broker marketing resources. Since we began managing the partner’s Medicare Advantage plan in January 2014, plan enrollment has grown from 214 members to over 6,100 members as of January 9, 2015, which exceeds the third year enrollment of 79% of other Medicare Advantage plans launched between 2010 and 2015. Our partnership with the health system has permitted it to enhance its population health competencies through commercial health plan products and payer contracting as part of the Payer Value Alliance solution.

Competitive strengths

We believe we are well-positioned to benefit from the transformations occurring in healthcare payment and delivery described above. We believe this new environment that rewards the better use of information to drive patient outcomes aligns with our platform, recent investments and other competitive strengths.

Early innovator

We believe we are an innovator in the delivery of a comprehensive value-based care solution for providers. We were founded in 2011, ahead of the implementation of the ACA health insurance exchanges and before the rapid expansion of programs, such as Medicare ACOs or Medicare Bundled Payment Initiatives. Since our inception, we have invested a significant amount in our offerings. Given the required lead time for customer acquisition and solution implementation, the resulting long-term partnership and the value of having delivered financial and clinical outcomes in a nascent market, we are developing brand identity and a growing leadership position in this emerging market segment.

Comprehensive technology platform

Our proprietary technology platform, Identifi^®, allows us to deliver a connected delivery ecosystem, implement replicable clinical processes, scale our Value-Based Operations and capitalize on multiple types of value-based payment relationships. The Identifi^® platform supports the following capabilities:

• data aggregation from internal and external sources, such as EMRs and payer claims;

• algorithmic interpretation of aggregated data to stratify populations and identify high-risk patients;

• standardized workflows and dashboards to enable consistency across disparate clinical resources;

• applications to support value-based business models;

• patient outreach and engagement tools;

• integration into physician workflows to proactively engage high-priority patients; and

• reporting and tracking of clinical and financial outcomes.

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We believe we are creating scaled benefits for our provider partners in areas such as data analytics, administrative services and care management. As an example, Identifi^® has enabled the creation of our centralized infrastructure in which we employ experts in a variety of subject matters, such as network development and clinical analytics, that are capable of being leveraged by multiple partners. Partners benefit from leveraging one common data model, one data integration engine, one set of clinical applications and a growing set of best practices. We expect Identifi^® to enable us to deliver increasing levels of efficiency to our provider partners.

Provider-centric brand identity

We believe our provider-centric brand identity and origins differentiate us from our competitors. We believe our solutions, which have built on capabilities developed at UPMC, resonate with potential partners seeking proven solutions from providers rather than payers or non-healthcare businesses. Our analytical and clinical solutions are rooted in UPMC’s experience in growing a provider-led, integrated delivery network over the past 15 years, and growing to become one of the largest provider-owned health plans in the country. In addition, our deep strategic partnership with The Advisory Board strengthens our brand as a provider-friendly organization. The Advisory Board is well-recognized as an industry thought leader that made its research and technology solutions available to approximately 3,900 hospitals and providers as of March 2015.

Our position as a payer-agnostic services organization allows for the sharing of data across multiple payers and care delivery integration regardless of payer, which we believe is not possible with payer-led solutions. In addition, our independence allows us to work hand-in-hand with our provider partners. The result is the development of innovative programs, such as the Payer Value Alliance, whereby we deliver the value of our network and experience to move health systems quickly and effectively to payer risk contract templates and value-based contracting.

Partnership-driven business model

Our business model is predicated on long-term strategic partnerships with leading providers that are attempting to evolve two of their most critical business functions: how they deliver care and how they are compensated for it. The partnership model enables cultural alignment, integration into the provider care delivery and payment work flow, long-term contractual relationships and a cycle of clinical and cost improvement with shared financial benefit. We devote significant resources, primarily in the form of business development, to establish relationships with our partners. For fiscal 2014, our business development expenses represented approximately 10% of our total revenues. Thereafter, beginning with the Blueprint phase of our engagement with a partner, our costs to serve our partners primarily consist of personnel-related costs for the deployment of our solution. We expect our upfront costs as a percentage of revenue to decline over time. As of April 30, 2015, our average contractual relationship with our partners was over six years, with an average of 5.2 years of performance remaining per contract. As of December 31, 2014, we had entered into long-term contractual relationships with eight partners and we have subsequently entered into long-term contractual relationships with one additional partner. Our four largest partners, Indiana University Health, WakeMed Health and Hospitals, Piedmont WellStar Health Plan and Premier Health Partners, comprised approximately 25%, 21%, 16% and 14%, respectively, of our revenue for fiscal 2014, or 76% in the aggregate.

We have sought to partner with leading providers in sizable markets, which we believe creates a growth cycle that benefits from the secular transition to value-based care. By helping these systems lower clinical and administrative costs, we believe we are positioning them to offer a low cost, effective care setting to payers, employers and consumers, which enables them to capture greater market share. As providers have succeeded in lowering costs and growing market share, this enables them to increase their value-based offerings. By virtue of our business model, we benefit from our partners’ growth.

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Channel development

Our heritage, having been founded by UPMC, one of the largest providers in the country, and The Advisory Board with over 3,900 hospital and provider members, along with the relationships fostered by our senior management team, have allowed us to develop a significant channel into leading health systems. Our solution empowers a fundamental shift in a provider’s business model and requires alignment of their senior management and board of directors for success. Having developed relationships with health system leaders, we are able to partner with the key decision makers in provider organizations when they choose to enter value-based care ahead of our competitors.

Our business model creates additional channel development through our Blueprint services. Our Blueprint not only enables providers with a roadmap to value-based care and the financial implications of the transition, it also creates a connection between us and the provider’s senior leadership. As a result, we derive revenues from providers who have completed the Blueprint phase and proceed to partner with us to enable their transition to value-based contracting. A significant portion of providers that make an investment in a Blueprint continue to partner with us for our Value-Based Operations.

Proven leadership team

We have made a significant investment in building an industry-leading management team. The senior leadership team of ten individuals has an average of 15 years of experience in the healthcare industry and a track record of delivering measurable clinical, financial and operational improvement for healthcare providers and payers. Our chief executive officer, Frank Williams, was formerly the chief executive officer of The Advisory Board, where he oversaw the growth of the company and its initial public offering.

Growth opportunities

Multiple avenues for growth with our existing, embedded partner base

We have established a multi-year partnership model with multiple drivers of embedded growth through the following avenues:

• growth in lives in existing covered populations;

• partners expanding into new lines of value-based care to capture growth in new profit pools; and

• partners utilizing our additional capabilities, such as new Identifi^® applications, PBM and TPA.

In addition to growth within our existing partner base, opportunities exist with providers utilizing our Blueprint, who sign short-term contracts under which we analyze the opportunities available to them in the value-based care market. Since our inception we have converted the majority of our Blueprints into long-term operating partnerships.

Early stages of a rapidly growing transformational addressable market

We believe that our existing partners represent a small fraction of health systems that could benefit from our solutions. The transformation of the care delivery and payment model in the United States has been rapid, but it is still in the early stages. While approximately 10% of healthcare payments are paid through value-based care programs today, it is estimated that this number will grow to over 50% by 2020. We expect that a significant driver of this shift will be the growth of health system based health plans. While there were approximately 3,000 health systems in the United States as of 2010, there were only 120 health system based health plans. We believe the breadth of our solution, our provider-centric brand, our proven results and our partner-aligned model will allow us to grow our pipeline and penetrate this rapidly growing market.

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Capitalize on growth in select government-driven programs

Significant growth is projected in the number of people managed by government-driven programs in the United States over the next 10 years. Specifically, the Centers for Medicare and Medicaid Services project the number of Medicare beneficiaries to grow to approximately 63 million by 2020. We expect health systems to be direct beneficiaries of growth in Medicare Advantage, Medicaid Managed Care, Dual Eligible and health insurance exchanges because those specific markets are well suited for value-based care. We believe that the growth in government programs will create an opportunity for health systems to capture a greater portion of the over $2 trillion in annual health insurance expenditures. The nature of our variable fee economic model enables us to benefit from this growth in government managed lives.

Ability to capture additional value through delivering clinical results

We are capturing only a portion of the administrative dollars in the market through our current solution, which represent over 10% of total premium dollars. We believe there is a significant opportunity to capture a portion of the medical dollar over time—namely the remainder of the premium dollar which goes to medical expenses. As our health system partners continue to own a larger percentage of overall premiums, we have begun to pursue business models that allow us to participate in the medical savings through shared savings agreements that align incentives to reduce costs and improve quality outcomes.

Expand platform offerings to meet evolving market needs

There are multiple business offerings that health systems may require to operate in a value-based care environment that we do not currently provide, including but not limited to:

• PBM expansion to include additional specialty pharmacy management capabilities;

• health savings account administration;

• on-site or specialty clinic platforms; and

• consumer engagement and digital outreach.

We believe there is an opportunity to provide these services to our health system partners. By doing so, we believe we can create multiple additional monetization opportunities, including additional fees from existing partners, and can enable our partners to control an even greater portion of total medical costs, of which we can share in the gains. In addition, we believe we could provide these services on a standalone basis to health systems that are not Value-Based Organization partners.

Selectively pursue strategic acquisitions

We believe that the nature of our competitive landscape provides meaningful acquisition opportunities. Our industry is in the early stages of its life cycle and there are multiple firms attempting to capitalize on the transformation of the care delivery model and the various forms of new profit pools. We believe that providers will require an end-to-end solution and we believe we are well positioned to meet this demand by expanding the breadth of our offerings through not only organic growth, but also the acquisition of niche providers and non-core portions of larger enterprises. In addition, given our strong channel access and the potential size of our installed base, we believe there is an opportunity to acquire additional value-added products and services that we can deliver to our existing partners.

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Sales and marketing

We market and sell our services to providers throughout the United States. Our dedicated sales team, organized by region, targets provider opportunities for our platform solutions. Our sales team works closely with our leadership team and subject matter experts to foster long-term relationships with our provider partner’s leadership and board of directors given the long-term nature of our partnerships. Our dedicated business development team works closely with our partners to identify additional service opportunities that can be offered from our platform on a continuous basis.

Partner relationships

Our business model is predicated on long-term strategic partnerships with leading providers that are attempting to evolve two of their most critical business functions: how they deliver care and how they are compensated for it. The partnership model enables cultural alignment, integration into the provider care delivery and payment work flow, long-term contractual relationships and a cycle of clinical and cost improvement with shared financial benefit.

We have sought to partner with leading providers in sizable markets, which we believe creates a growth cycle that benefits from the secular transition to value-based care. By helping these systems lower clinical and administrative costs, we believe we are positioning them to offer a low cost, effective care setting to payers, employers and consumers, which enables them to capture greater market share. As providers have succeeded in lowering costs and growing market share, this enables them to increase their value-based offerings. By virtue of our business model, we benefit from our partners’ growth.

As of December 31, 2014, we had entered into long-term contractual relationships with eight partners and we have subsequently entered into long-term contractual relationships with two additional partners. As of April 30, 2015, our average contractual relationship with our partners was over six years, with an average of 5.2 years of performance remaining per contract. The contracts governing the relationships with our partners include key terms that define the period of performance, revenue rates, advanced billing terms, service level agreements, termination clauses, exclusivity clauses and right of first refusal clauses.

Typically, the terms of these contracts provide for a monthly payment that is calculated based on a specified rate multiplied by the number of members that our partners are managing under a value-based care arrangement. The specified rate varies depending on which market-facing solutions the partner has adopted and the number of services and technology applications they are utilizing. Typically, the terms of these contracts allow for advance billing of our partners. In some of our contracts, a defined portion of the revenue is at risk and can be refunded to the partner if certain service levels are not attained. We monitor our compliance with the service levels to determine whether a refund will be provided and record an estimate of these refunds.

Although the revenue from our long-term contracts is not guaranteed because certain of our contracts are terminable for convenience by our partners after a notice period has passed, certain partners would be required to pay us a termination fee in certain circumstances. Termination fees and the related notice period in certain of our contracts are determined based on the scope of the market-facing solutions that the partner has adopted and the duration of the contract. Most of our contracts include cure periods for certain breaches, during which time we may attempt to resolve any issues that would trigger a partner’s ability to terminate the contract. However, certain of our contracts are also terminable immediately on the occurrence of certain events. For example, certain of our contracts may be terminated by the partner immediately following repeated failures by us to provide specified levels of service over periods ranging from six months to more than a year. One of our contracts may be terminated immediately by the partner if we lose applicable licenses, go bankrupt,

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lose our liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities. In addition, one of our contracts may be terminated immediately if we become insolvent or file for bankruptcy.

The contracts often contain exclusivity or other restrictive provisions, which may limit our ability to partner with or provide services to other providers or purchase services from other vendors within certain time periods and in certain geographic areas. The exclusivity and other restrictive provisions are negotiated on an individual basis and vary depending on many factors, including the term and scope of the contract. The time limit on these exclusivity and other restrictive provisions typically corresponds to the term of the contract. These exclusivity or other restrictive provisions often apply to specific competitors of our health system partners or specific geographic areas within a particular state or an entire state, subject to certain exceptions, including, for example, exceptions for employer plan entities that have operations in the restricted geographic areas but that are headquartered elsewhere. Accordingly, these exclusivity clauses may prevent us from entering into long-term relationships with certain potential partners.

The contracts with our partners impose other obligations on us. For example, we typically agree that all services provided under the partner contract and all employees providing such services will comply with our partner’s policies and procedures. In addition, in most instances, we have agreed to indemnify our partners against certain third-party claims, which may include claims that our services infringe the intellectual property rights of such third parties.

Competition

The market for our products and services is fragmented, competitive and characterized by rapidly evolving technology standards, customer needs and the frequent introduction of new products and services. Our competitors range from smaller niche companies to large, well-financed and technologically-sophisticated entities.

We compete on the basis of several factors, including breadth, depth and quality of product and service offerings, ability to deliver clinical, financial and operational performance improvement through the use of products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology. We also compete on the basis of price.

Healthcare laws and regulations

Our business is subject to extensive, complex and rapidly changing federal and state laws and regulations. Various federal and state agencies have discretion to issue regulations and interpret and enforce healthcare laws. While we believe we comply in all material respects with applicable healthcare laws and regulations, these regulations can vary significantly from jurisdiction to jurisdiction, and interpretation of existing laws and regulations may change periodically. Federal and state legislatures also may enact various legislative proposals that could materially impact certain aspects of our business. The following are summaries of key federal and state laws and regulations that impact our operations:

Healthcare reform

In March 2010, the ACA and the Health Care and Education Reconciliation Act of 2010, which we refer to, collectively, as healthcare reform, was signed into law. Healthcare reform contains provisions that have changed and will continue to change the health insurance industry in substantial ways. For example, healthcare reform includes a mandate requiring individuals to be insured or face tax penalties; a mandate that employers with over 50 employees offer their employees group health insurance coverage or face tax penalties; prohibitions against insurance companies that offer Individual Major Medical plans using pre-existing health

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conditions as a reason to deny an application for health insurance; medical loss ratio requirements that require each health insurance carrier to spend a certain percentage of their premium revenue on reimbursement for clinical services and activities that improve healthcare quality; establishment of health insurance exchanges to facilitate access to, and the purchase of, health insurance; and subsidies and cost-sharing credits to make health insurance more affordable for those below certain income levels.

Healthcare reform amended various provisions in many federal laws, including the Code, the Employee Retirement Income Security Act of 1974 and the Public Health Services Act. Healthcare reform is being implemented by the Department of Health and Human Services, the Department of Labor and the Department of Treasury. Most of the ACA regulations became effective on January 1, 2014.

Although the United States Supreme Court upheld healthcare reform’s mandate requiring individuals to purchase health insurance in 2012, some uncertainty about whether parts of healthcare reform or ACA regulations will remain in effect or be further amended is expected to continue with the possibility of future litigation with respect to certain provisions as well as legislative efforts to repeal and defund portions of healthcare reform or healthcare reform in its entirety. We cannot predict the outcome of any future legislation or litigation related to healthcare reform. Healthcare reform has resulted in profound changes to the individual health insurance market and our business, and we expect these changes to continue.

Stark law

We are subject to federal and state “self-referral” laws. The Stark Law is a federal statute that prohibits physicians from referring patients for items covered by Medicare or Medicaid to entities with which the physician has a financial relationship, unless that relationship falls within a specified exception. The Stark Law is a strict liability statute and is violated even if the parties did not have an improper intent to induce physician referrals. The Stark Law is relevant to our business because we frequently organize arrangements of various kinds under which (a) physicians and hospitals jointly invest in and own ACOs, clinically integrated networks and other entities that engage in value-based contracting with third-party payers or (b) physicians are paid by hospitals or hospital affiliates for care management, medical or other services related to value-based contracts. We evaluate when these investment and compensation arrangements create financial relationships under the Stark Law and design structures that satisfy exceptions under the Stark Law or Medicare Shared Savings Program waiver.

Anti-kickback laws

In the United States, there are federal and state anti-kickback laws that generally prohibit the payment or receipt of kickbacks, bribes or other remuneration in exchange for the referral of patients or other health-related business. The United States federal healthcare programs’ Anti-Kickback Statute makes it unlawful for individuals or entities knowingly and willfully to solicit, offer, receive or pay any kickback, bribe or other remuneration, directly or indirectly, in exchange for or to induce the referral of an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a federal healthcare program or the purchase, lease or order, or arranging for or recommending purchasing, leasing or ordering, any good, facility, service, or item for which payment may be made in whole or in part under a federal healthcare program. Penalties for violations include criminal penalties and civil sanctions such as fines, imprisonment and possible exclusion from federal healthcare programs. The Anti-Kickback Statute raises similar compliance issues as the Stark Law. While there are safe harbors under the Anti-Kickback Statute, they differ from the Stark Law exceptions in that compliance with a safe harbor is not mandatory. If an arrangement falls outside the safe harbors, it must be evaluated on its specific facts to assess whether regulatory authorities might take the position that one purpose of the arrangement is to induce referrals of federal healthcare program business. Our

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business arrangements implicate the Anti-Kickback Statute for the same reasons they raise Stark Law issues. We evaluate whether investment and compensation arrangements being developed by us on behalf of hospital partners fall within one of the safe harbors or Medicare Shared Savings Program waiver. If not, we consider the factors that regulatory authorities are likely to consider in attempting to identify the intent behind such arrangements. We also design business models that reduce the risk that any such arrangements might be viewed as abusive and trigger Anti-Kickback Statute claims.

Antitrust laws

The antitrust laws are designed to prevent competitors from jointly fixing prices. However, competitors often work collaboratively in order to reduce the cost of healthcare and improve quality. To balance these competing goals, antitrust enforcement agencies have established a regulatory framework under which claims of per se price fixing can be avoided if a network of competitors (such as an ACO or clinically integrated network) is financially or clinically integrated. In this context, we evaluate the tests for financial and clinical integration that would be applied to the provider networks that we are helping to create and support, including the nature and extent of any financial risk that must be assumed to be deemed financially integrated and the types of programs that must be implemented to achieve clinical integration. However, even if a network is integrated, it is still subject to a “rule of reason” test to determine whether its activities are, on balance, pro-competitive. The key factors in the rule of reason analysis are market share and exclusivity. We focus on network size, composition and contracting policies to strengthen our partners’ position that their networks meet the rule of reason test.

Federal civil False Claims Act and state false claims laws

The federal civil False Claims Act imposes liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The “qui tam” or “whistleblower” provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery. Our future activities relating to the manner in which we sell and market our services may be subject to scrutiny under these laws.

HIPAA, privacy and data security regulations

By processing data on behalf of our partners, we are subject to specific compliance obligations under privacy and data security-related laws, including HIPAA, the HITECH Act and related state laws. We are also subject to federal and state security breach notification laws, as well as state laws regulating the processing of protected personal information, including laws governing the collection, use and disclosure of social security numbers and related identifiers.

The regulations that implement HIPAA and the HITECH Act establish uniform standards governing the conduct of certain electronic healthcare transactions and protecting the security and privacy of individually identifiable health information maintained or transmitted by healthcare providers, health plans and healthcare clearinghouses, all of which are referred to as “covered entities”, and their “business associates” (which includes anyone who performs a service on behalf of a covered entity involving the use or disclosure of protected health information and is not a member of the covered entity’s workforce). Our partners’ health plans generally will be covered entities, and, as their business associate, they may ask us to contractually comply with certain aspects of these standards by entering into requisite business associate agreements.

HIPAA healthcare fraud standards

The HIPAA healthcare fraud statute created a class of federal crimes known as the “federal healthcare offenses”, including healthcare fraud and false statements relating to healthcare matters. The HIPAA

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healthcare fraud statute prohibits, among other things, executing a scheme to defraud any healthcare benefit program, while the HIPAA false statements statute prohibits, among other things, concealing a material fact or making a materially false statement in connection with the payment for healthcare benefits, items or services. Entities that are found to have aided or abetted in a violation of the HIPAA federal healthcare offenses are deemed by statute to have committed the offense and are punishable as a principal.

Consumer protection laws

Federal and state consumer protection laws are being applied increasingly by the FTC, Federal Communications Commission and states’ attorneys general to regulate the collection, use, storage and disclosure of personal or patient information, through websites or otherwise, and to regulate the presentation of website content and to regulate direct marketing, including telemarketing and telephonic communication. Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access.

State privacy laws

In addition to federal regulations issued under HIPAA, some states have enacted privacy and security statutes or regulations, which we refer to as state privacy laws, that govern the use and disclosure of a person’s medical information or records and, in some cases, are more stringent than those issued under HIPAA. These state privacy laws include regulation of health insurance providers and agents, regulation of organizations that perform certain administrative functions, such as utilization review, or UR, or TPA, issuance of notices of privacy practices and reporting and providing access to law enforcement authorities. In those cases, it may be necessary to modify our operations and procedures to comply with these more stringent state privacy laws. If we fail to comply with applicable state privacy laws, we could be subject to additional sanctions.

Other state laws

State insurance laws require licenses for certain health plan administrative activities, including TPA licenses for the processing, handling and adjudication of health insurance claims and UR agent licenses for providing medical management services. Given the nature and scope of services that we provide to certain partners, we are required to maintain TPA and UR agent licenses and ensure that such licenses are in good standing on an annual basis.

Employees

As of April 30, 2015, we employed 836 persons, approximately 52% of whom are based in our headquarters in Arlington, Virginia. We have not experienced any work stoppages and consider our employee relations to be good. None of our employees is represented by a labor union.

Intellectual property

Our continued growth and success depends, in part, on our ability to protect our intellectual property and proprietary technology, including the Identifi^® software platform. We primarily protect our intellectual property through a combination of copyrights, trademarks and trade secrets, intellectual property licenses and other contractual rights (including confidentiality, non-disclosure and assignment-of-invention agreements with our with employees, independent contractors, consultants and companies with which we conduct business).

However, these intellectual property rights and procedures may not prevent others from creating a competitive online platform or otherwise competing with us. We may be unable to obtain, maintain and enforce the

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intellectual property rights on which our business depends, and assertions by third parties that we violate their intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. For additional information related to our intellectual property position. see “Risk factors—Risks relating to our business and industry”.

Research and development

Our research and development expenditures primarily consist of our strategic investment in enhancing the functionality and usability of our software, Identifi^® and developing programs and processes to maximize care delivery efficiency and effectiveness. We expensed $4.0 million and $2.0 million in research and development cost for the year ended December 31, 2014 and 2013, respectively. We capitalized software development costs of $7.7 million and $7.6 million for fiscal 2014 and fiscal 2013, respectively.

Facilities

We occupy 90,905 square feet of space for our headquarters in Arlington, Virginia under a lease that expires in 2020. In addition, we lease office space in The Advisory Board’s San Francisco office. From time to time, we also rent space in certain market locations near or at partner sites where we have significant staffing.

Legal proceedings

We are not currently a party to any material litigation proceedings. From time to time, however, we may be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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Management

Executive officers and directors

The following table sets forth information regarding our executive officers and directors as of April 30, 2015:

Name	Age		Position
Frank Williams		48	Chief Executive Officer and Director
Seth Blackley		36	President
Cynthia Cann		47	Chief Accounting Officer
Nicholas McGrane		47	Chief Financial Officer
Tom Peterson		45	Chief Operating Officer
Gary Piefer, MD		64	Chief Medical Officer
Chad Pomeroy		49	Chief Technology Officer
Dave Thornton		39	Chief Talent Officer
Jonathan Weinberg		47	General Counsel
Steve Wigginton		49	Chief Development Officer
David Farner		51	Director
Matthew Hobart		44	Director
Diane Holder		64	Director
Michael Kirshbaum		38	Director
Robert Musslewhite		45	Director
Norman Payson, MD		67	Director

Frank Williams, our founder, has served as our Chief Executive Officer since August 2011 and has served as a director since August 2011. He also serves as Vice Chairman of The Advisory Board, and served as the Chief Executive Officer of The Advisory Board from June 2001 to September 2008. From September 2008 to August 2011, Mr. Williams was the Chairman of The Advisory Board. Prior to joining The Advisory Board, Mr. Williams served as President of MedAmerica OnCall from September 1999 to March 2000, President of Vivra Orthopedics from 1995 to February 1999, and as a management consultant for Bain & Co. from June 1988 to June 1990. He currently serves on the boards of Privia Health and Head-Royce School. Mr. Williams holds a bachelor of arts degree in political economies of industrial societies from the University of California, Berkeley, and a master of business administration from Harvard Business School. We believe that Mr. Williams is qualified to serve on our board of directors because of his extensive knowledge and experience in all aspects of our business and his extensive experience in the healthcare and consulting services fields, including as Chief Executive Officer of The Advisory Board.

Seth Blackley has served as our President since August 2011. Prior to joining us, Mr. Blackley was the Executive Director of Corporate Development and Strategic Planning at The Advisory Board from May 2004 to August 2011. Mr. Blackley began his career as an analyst in the Washington, D.C. office of McKinsey & Company. Mr. Blackley holds a bachelor of arts degree in business from The University of North Carolina at Chapel Hill, and a master of business administration from Harvard Business School.

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Cynthia C. Cann has served as our Chief Accounting Officer since February 2015. Ms. Cann also serves as our Principal Accounting Officer. Prior to joining Evolent, Ms. Cann was Chief Accounting Officer of LivingSocial, Inc. from 2011 to 2014. Prior to joining LivingSocial, Inc., Ms. Cann was Vice President and Controller of Iridium Communications, Inc. from 2009 to 2011. Prior to that, Ms. Cann served in BearingPoint, Inc.’s State and Local Business Unit as Controller from 2005 to 2007 and as Head of Operations from 2008 to 2009. Ms. Cann began her career as an accountant with KPMG and has held various finance and accounting roles in public companies. Ms. Cann serves on the board of Solebrity, Inc. Ms. Cann holds a bachelor of science degree in accounting from the Virginia Polytechnic Institute and State University, and received a six month certification from the Georgetown University International Master of Business Administration Program. Ms. Cann is a Certified Public Accountant.

Nicholas McGrane has served as our Chief Financial Officer since October 2014. Prior to joining Evolent, Mr. McGrane was Managing Director with Riverside Management Group from July 2013 to October 2014. Prior to joining Riverside Management Group, Mr. McGrane was an independent consultant for clients including Evolent Health LLC. He served as Interim Chief Executive Officer and Interim President of Sbarro Inc. from July 2010 to February 2012. Sbarro Inc. was a portfolio company of MidOcean Partners, where Mr. McGrane held various roles, including Managing Director, from 1997 to 2012. Mr. McGrane serves on the board of TastiD-Lite, LLC. Mr. McGrane holds a bachelor of science degree in management from Trinity College Dublin and a master of business administration from Harvard Business School.

Tom Peterson has served as our Chief Operating Officer since August 2011. From June 2009 to August 2011, Mr. Peterson was Chief Executive Officer of Inflect Advisors. From November 1999 to June 2009, Mr. Peterson held executive roles with The Advisory Board. Prior to The Advisory Board, Mr. Peterson was Vice President of HealthSouth Corporation from January 1996 to November 1999. Mr. Peterson holds a bachelor of arts in government from Harvard University and a master degree in mental health counseling from George Washington University.

Gary Piefer, MD has served as our Chief Medical Officer since July 2012. Prior to joining Evolent, Dr. Piefer was Chief Medical Officer with WellMed Medical Management, Inc. from 2007 to 2012. From 1998 to 2007, Dr. Piefer was the physician leader within Seton Healthcare Network in Austin, Texas, where he oversaw the clinical agenda for Seton’s Health Plan. Dr. Piefer holds a bachelor of science in pharmacy from the University of Houston, a master in science in medical management from the University of Texas at Dallas School of Management and his doctorate in medicine from the University of Texas at Houston.

Chad Pomeroy has served as our Chief Technology Officer since September 2011. Prior to joining Evolent, Mr. Pomeroy was Chief Strategy and Marketing Officer of Access Mediquip from May 2010 to September 2011. From 2006 to 2010, Mr. Pomeroy was Vice President of Strategy Planning and Innovation at WellPoint, Inc. From 2000 to 2006, Mr. Pomeroy was Chief Technology Officer for Lumenos. Prior to joining Lumenos, Mr. Pomeroy was Manager of Application Development for Congressional Quarterly, Inc. from 1998 to 2000, and was also Assistant Vice President of Information Technology at the National Committee for Quality Assurance from 1994 to 1998. Mr. Pomeroy holds a bachelor of business administration in information systems from James Madison University.

Dave Thornton has served as our Chief Talent Officer since February 2012. From 2004 to 2012, Mr. Thornton held a variety of human resources executive positions at AOL, Inc. including both line HR and Center of Excellence roles, most recently as the company’s VP of Talent Management. Mr. Thornton began his career as an organizational development consultant at HumanR, Inc. from 1999 to 2004. Mr. Thornton holds a bachelor of arts in psychology from Merrimack College and a master in industrial-organizational psychology from George Mason University.

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Jonathan Weinberg has served as our General Counsel since January 2014. Prior to joining Evolent, Mr. Weinberg was a Senior Vice President and Deputy General Counsel for Coventry Health Care, Inc. from 2002 to 2013, and was in charge of the risk management department. Prior to joining Coventry, Mr. Weinberg was an associate and then partner at Epstein Becker and Green, P.C. in the firm’s healthcare practice, specializing in managed care issues from 1992 to 2002. Mr. Weinberg received his bachelor of arts in history and political science from the University of Wisconsin-Madison and his juris doctorate from the Catholic University of America.

Steve Wigginton has served as our Chief Development Officer since 2012. Prior to joining Evolent, Mr. Wigginton served as the founding Chief Executive Officer of Medley Health, a venture-backed technology and services provider for physician practices, from 2010 to 2012. From 2005 to 2010, Mr. Wigginton was the President of Health Integrated, a provider of health management. Prior to Health Integrated, Mr. Wigginton was Executive Vice President of Neoforma from 2000 to 2004. Mr. Wigginton joined Neoforma’s executive team after its acquisition of Pharos Technologies—a company he co-founded. Mr. Wigginton holds a bachelor of science in finance from Indiana University and a master in business administration from the Kelley School of Business, Indiana University.

David Farner has served as a director since September 2014. Mr. Farner has been with UPMC for nearly 30 years, holding various senior leadership positions for the last 20 years, including Chief Financial Officer. Since 2010, Mr. Farner has served as Executive Vice President and Chief Strategic and Transformation Officer of UPMC. Prior to UPMC, Mr. Farner worked as an auditor at Arthur Anderson & Company. Mr. Farner holds a bachelor of science in computer information systems from Westminster College. We believe that Mr. Farner is qualified to serve on our board of directors because of his extensive career in healthcare and finance.

Matthew Hobart has served as a director since September 2013. Mr. Hobart is a Partner with TPG, and leads the Healthcare and Financial Services investments for TPG, the middle market and growth equity investment fund of TPG. Mr. Hobart is currently a board member of Northstar Anesthesia, iMDsoft, Greencross Limited, and his previous board service includes The Vincraft Group, Schiff Nutrition International, Wil Research and Agraquest. From 2001 until he joined TPG Growth in 2004, Mr. Hobart was the Vice President of Corporate Development for Critical Path. Previously, Mr. Hobart co-founded and from 1999 to 2001 served as a Managing Director of Vectis Group. From 1993 to 1997, Mr. Hobart made private equity investments in the United States and Europe for Morgan Stanley Capital Partners III L.P. and helped raise and invest funds for the Morgan Stanley Global Emerging Markets Fund. Mr. Hobart holds a bachelor of arts in economics from Miami University and a master in business administration from Stanford University Graduate School of Business. We believe that Mr. Hobart is qualified to serve on our board of directors because of his extensive experience in leadership, corporate governance and finance.

Diane Holder has served as a director since August 2011. Ms. Holder has been an Executive Vice President of UPMC since 2007, President of the UPMC Insurance Services Division and President and CEO of UPMC Health Plan since 2004. Ms. Holder holds a bachelor of arts in psychology from the University of Michigan and a master of science in social work from Columbia University. We believe that Ms. Holder is qualified to serve on our board of directors because of her extensive career in healthcare.

Michael Kirshbaum has served as a director since September 2013. Mr. Kirshbaum has served as the Chief Financial Officer of The Advisory Board since February 2006. Mr. Kirshbaum joined The Advisory Board in 1998 and became treasurer in March 2007. Prior to his current role, Mr. Kirshbaum held a variety of positions across The Advisory Board’s finance group, including senior director of finance from 2003 to 2005, where he was responsible for most finance operations, including the overall financial strategy and budgeting process, as well as a number of other accounting functions. Mr. Kirshbaum holds a bachelor of science in economics from Duke University. We believe that Mr. Kirshbaum is qualified to serve on our board of directors because of his experience in corporate strategy and finance, including as the Chief Financial Officer of The Advisory Board.

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Robert Musslewhite has served as a director since August 2011. Mr. Musslewhite serves as Chairman of the Board of The Advisory Board and has served as the Chief Executive Officer of The Advisory Board since September 2008. Prior to joining The Advisory Board in 2003, Mr. Musslewhite was an associate principal in the Washington, D.C., Amsterdam and Dallas offices of McKinsey & Company, where he served a range of clients across the consumer products industry and other industries and was a co-leader of McKinsey’s Pricing Center. Mr. Musslewhite holds a bachelor of arts in economics from Princeton University and a juris doctorate from Harvard Law School. We believe that Mr. Musslewhite is qualified to serve on our board of directors because of his extensive knowledge and experience in all aspects of our business, his extensive career at The Advisory Board, including in his current roles as Chairman of the Board and Chief Executive Officer, and his experience in the consulting and information services fields.

Norman Payson, MD has served as a director since December 2013. Dr. Payson was co-founder and Chief Executive Officer Healthsource from 1985 to 1997, Chief Executive Officer of Oxford Health Plans from 1998 to 2002, Chairman of Concentra from 2005 to 2008 and Chief Executive Officer of Apria Healthcare from 2008 to 2012. Dr. Payson holds a bachelor of science degree in earth and planetary sciences from the Massachusetts Institute of Technology and received his doctorate in medicine from Dartmouth Medical School. We believe that Dr. Payson is qualified to serve on our board of directors because of his 30-year career as chief executive officer or chairman of multiple healthcare organizations, including publicly-traded companies.

On January 6, 2014, Evolent Health LLC and Evolent Health Holdings, Inc. entered into an Amended and Restated Master Investors’ Rights Agreement, which we refer to as the MIRA, with TPG, UPMC, The Advisory Board and certain other existing investors. Pursuant to the MIRA, each of TPG, UPMC and The Advisory Board are entitled to designate two persons to the board of directors of each of Evolent Health LLC and Evolent Health Holdings, Inc. TPG has designated Matthew Hobart, UPMC has designated Diane Holder and David Farner, and The Advisory Board has designated Robert Musslewhite and Michael Kirshbaum. We expect to nominate one additional director to our board prior to the completion of this offering.

Controlled company

Certain of our existing investors that we expect to be a party to a stockholders’ agreement upon the completion of this offering will own a majority of the voting power of our outstanding common stock following the completion of this offering. Accordingly, we expect to be considered a “controlled company” under the NYSE rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of listing of our Class A common stock:

• we have a board that is composed of a majority of “independent directors” as defined under the NYSE rules; and

• we have a compensation committee and nominating and corporate governance committee that is composed of independent directors.

We intend to take advantage of these exemptions following the completion of this offering. These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our audit committee within the applicable time frame.

Board structure

Upon the completion of this offering, our board of directors will consist of eight members. We expect to nominate one additional director to our board within 90 days of the effectiveness of the registration statement of which this prospectus forms a part, and one other additional director to our board within one year of the

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effectiveness of such registration statement. Our board of directors has determined that                         is independent under applicable NYSE rules. In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the completion of this offering, our board of directors will be divided into three staggered classes of directors, as nearly equal in number as possible. At each annual meeting of our stockholders, our stockholders will elect a class of directors for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of our board of directors will be elected each year. The initial division of the three classes and their respective election dates are as follows:

• the Class I directors’ term will expire at the annual meeting of our stockholders to be held in 2016 (our Class I directors are David Farner, Norman Payson, MD and Michael Kirshbaum);

• the Class II directors’ term will expire at the annual meeting of our stockholders to be held in 2017 (our Class II directors are Diane Holder, Matthew Hobart and Robert Musslewhite); and

• the Class III directors’ term will expire at the annual meeting of our stockholders to be held in 2018 (our Class III directors are Frank Williams and                         ).

There will be no limit on the number of terms a director may serve on our board of directors. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class will be apportioned as nearly equal as possible. The division of our board of directors into three classes with staggered three-year terms may have the effect of discouraging, delaying or preventing a transaction involving a change in control.

Pursuant to the stockholders’ agreement we intend to enter into with TPG, UPMC and The Advisory Board upon the completion of this offering, for so long as each of TPG, UPMC and The Advisory Board owns at least 40% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate two directors to serve on our board of directors. When such stockholder owns less than 40% but at least 5% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate one director. TPG, UPMC and The Advisory Board will agree in the stockholders’ agreement to vote for each other’s board nominees.

Board committees

Audit committee

Our audit committee consists of             (Chairman), David Farner, Matthew Hobart and Michael Kirshbaum. The audit committee will assist the board in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The board of directors has determined that                          qualifies as an “audit committee financial expert”, as such term is defined in the rules of the SEC, and that                          qualifies as independent, as such term is defined in the rules of the SEC. We will rely on the phase-in rules of the SEC and the NYSE with respect to the independence of our audit committee. These rules permit us to have an audit committee that has one member that is independent upon the effectiveness of the registration statement of which this prospectus forms a part, a majority of members that are independent within 90 days thereafter and all members that are independent within one year thereafter.

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Compensation committee

Our compensation committee consists of Matthew Hobart (Chairman), Diane Holder and Robert Musslewhite. Our compensation committee is responsible for assisting our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors and (2) monitoring our incentive and equity-based compensation plans.

Nominating and corporate governance committee

Prior to the offering, our board of directors intends to designate a nominating and corporate governance committee. Our nominating and corporate governance committee will assist our board of directors in identifying individuals qualified to become members of our board of directors consistent with criteria established by our board and in developing our corporate governance principles. This committee’s responsibilities will include: (1) evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding the appointment of directors to our committees; (2) considering stockholder nominees for election to our board of directors; (3) evaluating and recommending candidates for election to our board of directors; (4) leading the self-evaluation process of our board of directors; (5) reviewing our corporate governance guidelines and providing recommendations to the board regarding possible changes; and (6) performing any other activities the committee deems appropriate, are set forth in the corporate governance guidelines or are requested by the board.

Compliance and regulatory affairs committee

Our compliance and regulatory affairs committee consists of Diane Holder (chair), Michael Kirshbaum and Norman Payson, MD. Our compliance and regulatory affairs committee will assist our board of directors in carrying out its responsibilities relating to regulatory compliance and ethics. This committee’s responsibilities include: (1) overseeing our compliance program; (2) reviewing and recommending for approval our code of business conduct and ethics; (3) overseeing our response to regulatory actions; and (4) reviewing the processes and procedures for reporting concerns by our partners, our employees and our vendors.

Code of ethics

Our board of directors will adopt a code of business conduct and ethics that applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Any waiver of the code for directors or executive officers may be made only by our board of directors and will be promptly disclosed to our stockholders through publication on our website, www.evolenthealth.com. Amendments to the code must be approved by our board of directors and will be promptly disclosed (other than technical, administrative or non-substantive changes). A copy of our code of business conduct and ethics will be posted on our website.

Corporate governance guidelines

Our board of directors will adopt corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board, Chief Executive Officer and presiding director, meetings of independent directors, committee composition, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.

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Additionally, our board of directors will adopt independence standards as part of our corporate governance guidelines. A copy of our corporate governance guidelines will be posted on our website, www.evolenthealth.com.

Compensation committee interlocks and insider participation

None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

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Executive compensation

Summary compensation table

The following table sets forth information concerning the compensation earned by our chief executive officer and our two other most highly compensated executive officers, who we refer to as our named executive officers, during our fiscal years ended December 31, 2014 and December 31, 2013.

Name and principal position	Year		Salary ($)		Bonus ($)		Stock award ($)		Option awards ($)(3)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)(1)		Total compensation ($)
Frank Williams (Chief Executive Officer)(2)		2014 2013	$ $	371,000 371,000	$ $	259,700 125,000		— —	$	294,624 —		— —		— —	$ $	10,400 10,200	$ $	935,724 506,200
Seth Blackley (President)		2014 2013	$ $	291,500 291,500	$ $	195,000 120,000		— —	$	196,416 —		— —		— —	$ $	10,400 10,200	$ $	693,316 421,700
Steve Wigginton (Chief Development Officer)		2014	$	255,000	$	275,000		—	$	179,072		—		—	$	10,400	$	719,472

⁽¹⁾ Amounts reported in this column represent a 401(k) matching contribution provided by the company to each named executive officer. The 401(k) matching contributions are made to each participant in the 401(k) in an amount up to 4% of the participant’s annual base salary, subject to certain limitations, and are fully vested when made. The amounts shown do not include life insurance premiums for coverage offered through programs available on a nondiscriminatory basis to all employees of the company.

⁽²⁾ Mr. Williams also serves as a director of the company but did not receive any compensation for his role as a director in 2013 or 2014.

⁽³⁾  The amounts reported in this column represent the aggregate grant-date fair value of the stock options granted during 2014, as computed in accordance with Accounting Standards Codification 718 “Compensation-Stock Compensation” (“ASC 718”). For a further discussion of the assumptions used in the calculation of the grant-date fair values for the stock options pursuant to ASC 718, please see “Financial statements—Evolent Health Holdings, Inc.—Notes to financial statements—Note 11 Equity incentive plan”, included in this prospectus. For further discussion of grants made in 2014, see the discussion following the “Outstanding equity awards at fiscal year end” table.

Narrative disclosure to summary compensation table

The following describes material features of the compensation disclosed in the Summary Compensation Table. Each of our named executive officers are paid an annual base salary as determined by the compensation committee of our board of directors and are eligible to participate in our annual bonus plan, which is described in detail below. None of our named executive officers were party to an employment agreement during 2014.

Evolent Health, Inc. 2014 Bonus Plan

The Evolent Health, Inc. 2014 Bonus Plan, which we refer to as the 2014 Bonus Plan, is an annual incentive plan that provides our employees, including our named executive officers, with the opportunity to earn a cash bonus based on satisfaction of pre-established quantitative and qualitative performance metrics, as well as achievement of individual goals. The 2014 Bonus Plan is funded based on the company’s achievement of company performance goals. Payments under the 2014 Bonus Plan to our named executive officers are then determined by our board of directors, in its discretion, based, in the case of Messrs. Blackley and Wigginton, on recommendations made by Mr. Williams, considering the executive’s performance as rated on a five-point scale against pre-determined individual performance goals. The individual performance goals for our named executive officers and the company performance goals under the 2014 Bonus Plan are based on: (i) high customer satisfaction levels; (ii) three-year contract value (80% of 2015 forecasted revenue, 50% of 2016 forecasted revenue and 35% of 2017 forecasted revenue); (iii) clinical outcomes (achieve targets of greater than 90% of our clients’ at risk populations); (iv) financial metrics (revenue of $100 million and cash burn less than $29 million); and (v) optimal and high performing organization, measured by engagement, talent depth and retention. We met or exceeded all the corporate goals under the 2014 Bonus Plan.

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Each of our named executive officers’ target bonus opportunities, which corresponds to three out of five points, or a rating of “satisfactory performance”, and maximum bonus opportunities, which corresponds to five out of five points, or a rating of “exceptional performance”, under the 2014 Bonus Plan are as follows: Mr. Williams, $185,500 target bonus and $259,700 maximum bonus; Mr. Blackley, $145,750 target bonus and $204,050 maximum bonus; and Mr. Wigginton, $196,000 target bonus and $600,000 maximum bonus. Our board of directors determined that each of our named executive officers exceeded their individual goals, which is equivalent to four out of five points, or a rating of “exceeds expectations”. Our board of directors determined, in its discretion, to award Messrs. Williams, Blackley and Wigginton $259,700, $195,000 and $275,000, respectively, under the 2014 Bonus Plan, based on each executive’s overall strong performance during 2014, which the board determined warranted a higher payment than that equivalent to a rating of “exceeds expectations”. Each of these amounts is included in the “Bonus” column of the Summary Compensation Table. All amounts earned under the 2014 Bonus Plan were paid to participants in February 2015.

Outstanding equity awards at fiscal year end

The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2014.

		Option Awards										Stock awards
Officer	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of shares or units of stock that have not vested  (#)(2)			Market value of shares or units of stock that have not vested ($)(3)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Frank Williams (Chief Executive Officer)	04/01/2014		46,035		138,105		—		$15.36		04/01/2024		113,531	(4)	$	3,117,561		—		—
Seth Blackley (President)	04/01/2014		30,690		92,070		—		$15.36		04/01/2024		53,813	(5)	$	1,477,705		—		—
Steve Wigginton (Chief Development Officer)	04/01/2014		27,980		83,940		—		$15.36		04/01/2024		6,497	(6)	$	178,408		—		—

⁽¹⁾ Stock options granted under the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan to (a) Messrs. Williams and Blackley vest 25% on each of December 1, 2014, 2015, 2016 and 2017 and (b) Mr. Wigginton vest 25% on each of October 1, 2014, 2015, 2016 and 2017.

⁽²⁾ All awards of restricted stock vest 25% on the first anniversary of the grant date and 6.25% every three months thereafter, becoming fully vested on the fourth anniversary of the grant date.

⁽³⁾ There was no public market for shares of our Class A common stock as of December 31, 2014. As a result, the amounts reported in this column are based on the expected fair market value of a share of our Class A common stock as of December 31, 2014 ($27.46), as determined by our Compensation Committee based on a valuation as of December 2014.

⁽⁴⁾ Consists of 98,437 shares of restricted stock that were granted on April 23, 2012 and 15,094 shares of restricted stock that were granted on September 10, 2012.

⁽⁵⁾ Consists of 43,750 shares of restricted stock that were granted on October 26, 2011 and 10,063 shares of restricted stock that were granted on September 10, 2012.

⁽⁶⁾ Consists of 6,497 shares of restricted stock that were granted on September 10, 2012.

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Restricted stock awards and stock options under the 2011 Equity Incentive Plan

The restricted stock awards and stock options reported in the Outstanding Equity Awards at Fiscal Year End Table were granted to our named executive officers under the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan, which we refer to as the 2011 Plan, which is described in detail below.

The restricted stock awards carry with them all the rights and privileges of a holder of shares of our Class A common stock, including the right to vote and to receive dividends and distributions with respect to such restricted stock. The terms of the restricted stock award provide that 25% of such award vests on the first anniversary of the grant date and 6.25% vests every three months thereafter, becoming fully vested on the fourth anniversary of the grant date. Pursuant to the applicable award agreement, all outstanding restricted stock awards will automatically vest immediately prior to our initial public offering and will become freely transferable shares of our Class A common stock.

In March and April 2014, we granted stock options under the 2011 Plan to certain of our employees and directors, including our named executive officers. Except as described below, the terms and conditions of the stock options granted to our named executive officers are substantially similar to the terms and conditions of the 2011 Plan, which is described in more detail below. The options granted to Messrs. Williams and Blackley generally vest in four equal installments on each of December 1, 2014, 2015, 2016 and 2017, and options granted to Mr. Wigginton generally vest in four equal installments on each of October 1, 2014, 2015, 2016 and 2017. Upon a termination of employment, the unvested portion of the option is forfeited and the unexercised vested portion of the option award must be exercised within six months (or one year in the case of death or disability) of the date of termination, provided that if the holder is terminated for cause, all outstanding options will immediately terminate. In addition to potential acceleration in the event of a Change in Control (as defined below under the 2011 Plan), any unvested options will automatically vest upon a Sale of the Company (as defined below), except that, in the event UPMC, The Advisory Board or TPG, each of which we refer to as a significant securityholder, acquires a majority of our stock or voting power in such sale, only those options that would have vested on the first vesting date following the sale will automatically accelerate vesting. “Sale of the Company” means (a) a transaction in which a person other than the company or one of our affiliates acquires from two or more significant securityholders all of our shares of Class A common stock or all the equity interests in Evolent Health LLC or otherwise acquires a majority of our shares of Class A common stock or a majority of the voting power of Evolent Health LLC; or (b) a sale of all or substantially all of the assets of our company and our subsidiaries.

In addition, in July and October 2014, we granted stock options under the 2011 Plan to certain of our employees (excluding our named executive officers) that generally vest over a four-year period from the grant date and have substantially similar terms to the options granted in April 2014. None of the stock options granted under the 2011 Plan will accelerate vesting in connection with our initial public offering.

Potential payments upon termination or change in control

Other than with respect to the restricted equity awards granted under the 2011 Plan, as described above, we do not have agreements with our named executive officers that provide for payments upon termination, retirement or in connection with a change in control of the company.

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Director compensation

None of our directors received compensation for their service on our board of directors or any board committees in 2014. Norman Payson, M.D., one of our non-employee directors, received consulting fees and stock options in 2014 for services he provides to us through an entity that he controls in the amounts set forth in the table below. The compensation of our non-employee directors following the offering, if any, has not yet been determined.

Director	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(2)		Total ($)
Norman Payson, MD		—		—		51,200		—		—		100,000		151,200

(1) The amounts reported in this column represent the aggregate grant-date fair value of the stock options granted during 2014, as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of the grant-date fair values for the stock options pursuant to ASC 718, please see “Financial statements —Notes to financial statements— Note 10 Equity incentive plan” for the year ended December 31, 2014, included in this prospectus. The stock options were awarded to Dr. Payson for his services as a consultant, as described in detail below. As of December 31, 2014, Dr. Payson held 32,000 stock options, 8,000 of which were vested and exercisable.

(2) The amounts reported in this column represent consulting fees paid to NCP, Inc., an entity controlled by Dr. Payson, under the terms of the consulting agreement between us and NCP, Inc., as discussed in detail below.

Narrative disclosure to the director compensation table

2014 consulting agreement with Norman Payson, M.D.

On March 12, 2014, we entered into a consulting agreement with NCP, Inc., a New Hampshire corporation that is controlled by Dr. Payson pursuant to which NCP, Inc. agreed to provide certain consulting and advisory services to us. The consulting agreement will remain in effect until either NCP, Inc. or we give notice of termination of the agreement for any reason. Pursuant to this consulting agreement, NCP, Inc. receives an annual fee of $200,000, payable in monthly installments, and reimbursement for reasonable out-of-pocket expenses incurred by NCP, Inc. in the performance of its duties under the consulting agreement. The fees payable under the consulting agreement are separate from, and in addition to, any compensation Dr. Payson may become entitled to receive as a member of our board of directors. In the event the consulting agreement is terminated, NCP, Inc. is entitled to receive only accrued and unpaid fees and reimbursement for any expenses incurred, in each case, through the date of termination. The consulting agreement also contains certain restrictive covenants, including confidentiality obligations that survive termination of the agreement and non-solicitation obligations that end 12 months following the termination of the consulting agreement, and assignment of intellectual property provisions.

In addition, in March 2014, we granted 32,000 stock options under the 2011 Plan to Dr. Payson for his services as a consultant. The stock options generally vest over a four-year period in four equal installments on each of December 11, 2014, 2015, 2016 and 2017 and have substantially similar terms to the other options granted in April 2014, as described above.

Evolent Health Holdings, Inc. 2011 Equity Incentive Plan

We assumed the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan, as amended, which we refer to as the 2011 Plan, in connection with the merger of Evolent Health Holdings, Inc., with and into Evolent Health, Inc. The 2011 Plan has been effective since August 31, 2011 and permits us to grant an array of equity-based and cash incentive awards to our directors, employees, including our named executive officers, and other service providers. The following is a summary of the material terms of the 2011 Plan and the awards outstanding under the 2011 Plan. The full text of the 2011 Plan will be included as an exhibit to the registration statement of which this prospectus is a part, and the following discussion is qualified in its entirety by reference to such text.

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Summary of plan terms

Purpose.    The purpose of the 2011 Plan is to enhance our ability to attract and retain highly-qualified officers, non-employee members of the board of directors, key employees, consultants and advisors to serve us and to expend maximum effort to improve our business results and earnings, by providing to such persons an opportunity to acquire or increase a direct interest in our operations and future success.

Types of awards.    The 2011 Plan provides for the grant of options intended to qualify as incentive stock options, which we refer to as ISOs, under Section 422 of the Code, nonqualified stock options, which we refer to as NSOs, stock appreciation rights, which we refer to as SARs, restricted stock awards, restricted stock units, which we refer to as RSUs, and other stock-based and cash-based awards.

Administration.    The 2011 Plan is administered by our board of directors or such other committee our board designates to administer the 2011 Plan, which we refer to as the Committee. Subject to the terms of the 2011 Plan and applicable law, the Committee has full power and authority to (i) take actions and make determinations not inconsistent with the terms of the 2011 Plan that the Committee deems necessary or appropriate to the administration of the 2011 Plan, (ii) designate award recipients, (iii) determine the types of awards to grant, (iv) determine the number of shares to be covered by awards, (v) determine the terms and conditions of awards, including the price of any stock option, the duration of any restriction or condition relating to vesting, exercise, transfer or forfeiture of an award or the units subject thereto, (vi) prescribe the form of each award agreement and (vii) amend, modify or supplement the terms of any outstanding award including the authority to modify awards of foreign nationals or individuals employed outside the United States to recognize differences in local law, tax policy, or custom.

Shares available for awards.    Subject to adjustment as described below, we have reserved 2,285,317 shares of our Class A common stock for awards to be granted under the 2011 Plan. As of April 30, 2015, 2,201,910 shares have been issued and are outstanding or are subject to issuance with respect to awards outstanding, in each case, under the Plan. If an award expires or is canceled or forfeited, the shares covered by the award will again be available for issuance under the 2011 Plan. Substitute awards for an award of a business acquired by or combined with the company do not count against the number of shares reserved under the 2011 Plan. Shares tendered or withheld in payment of an exercise price or for withholding taxes also will again be available for issuance under the 2011 Plan.

Changes in capitalization.    In the event of any change in the shares of our Class A common stock, effected without receipt of consideration by the company, whether as result of a merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the company, or in the event of a payment of a dividend to our shareholders that has a material effect on the fair market value of our common stock, in order to prevent dilution or enlargement of the rights of award holders under the 2011 Plan, the Committee will make appropriate and proportionate adjustments of (i) the number and class of shares that thereafter may be made the subject of awards under the plan, (ii) the number and class of shares subject to outstanding awards and (iii) the exercise price of options and SARs and the purchase price per share of any outstanding awards. In the event a majority of outstanding shares of the same class subject to awards outstanding under the 2011 Plan are converted into, exchanged for, or otherwise become (whether or not pursuant to a change in control) shares of another corporation, the Committee may unilaterally amend outstanding awards to provide they are for such new shares. The Committee may make changes in the terms of any award to reflect changes in our capital structure or distributions as it deems appropriate.

Eligibility.    Any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the company or any of our affiliates is eligible to participate in the 2011 Plan.

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Stock options.    The Committee is permitted to grant both ISOs and NSOs under the 2011 Plan. The exercise price of a stock option may not be less than the fair market value (as defined in the 2011 Plan) of a share of our Class A common stock on the grant date. If the option is granted to a ten percent stockholder, the exercise price may not be less than 110% of the fair market value on the grant date. The Committee will determine the vesting schedule applicable to each award of options. Unless otherwise set forth in the applicable award agreement, each option will expire on the later of (i) the tenth anniversary of the date the options was granted (or the fifth anniversary in the case of a ten percent stockholders) and (ii) the date on which the participant who was holding the options ceased to be a director, officer, employee or consultant for us or one of our affiliates. The exercise price may be paid with cash (or its equivalent) or, to the extent provided in the applicable award agreement, through delivery of irrevocable instructions to a broker to sell shares of our Class A common stock or through the Company withholding shares of our Class A common stock otherwise deliverable upon exercise of the options.

Stock appreciation rights.    The Committee is permitted to grant SARs under the 2011 Plan. The exercise price of a SAR may not be less than the fair market value (as defined in the 2011 Plan) of a share of our Class A common stock on the grant date. Upon exercise of a SAR, the holder will receive cash or shares of our Class A common stock, as determined by the Committee, equal in value to the excess, if any, of the fair market value of a share of our Class A common stock on the date of exercise of the SAR over the exercise price of the SAR. Unless otherwise set forth in the applicable award agreement, each SAR will expire on the later of (i) the tenth anniversary of the date the SAR was granted and (ii) the date on which the participant who was holding the SAR ceased to be a director, officer, employee or consultant for us or one of our affiliates.

Restricted stock and restricted stock units.    The Committee is permitted to grant restricted stock and RSUs under the 2011 Plan. Restricted stock is an award of shares of our Class A common stock that are subject to restrictions on transfer and a substantial risk of forfeiture. An RSU is granted with respect to one share of our Class A common stock or has a value equal to the fair market value of one such share.

Upon the lapse of restrictions applicable to an RSU, the RSU will be paid in cash or stock, as determined by the Committee, or in accordance with the applicable award agreement. In connection with each grant of restricted stock, except as provided in the applicable award agreement, the holder would be entitled to the rights of a stockholder (including the right to vote and receive dividends) in respect of such restricted stock. Unless otherwise set forth in the applicable award agreement, a participant who holds RSUs will not have rights as a stockholder of the company.

Performance awards.    The Committee is permitted to grant performance awards under the 2011 Plan. Performance awards may be denominated in cash, stock, other awards or other property, as determined by the Committee. In its discretion, the Committee sets performance goals which, depending on the extent to which they are met during a specified performance period, ranging from one to five years, will determine the number of performance awards that are earned and will be paid out to the participant. The Committee may use one or more business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions and may exercise its discretion to reduce the amounts payable under any award subject to performance conditions.

If a performance award is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, it will be contingent upon achievement of pre-established performance goals that are established within the first 90 days of the performance period. Payment, retention or vesting of the award is subject to achievement of a targeted level of performance of one or more of the following business criteria of the Company, on a consolidated basis, or any of its subsidiaries or business units: net sales; revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre-or after-tax income (before or after allocation of corporate overhead and bonuses); net earnings, earnings per share; net income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or

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maintenance of share price; market share; gross profits; earnings, including earnings before taxes, EBIT (earnings before interest and taxes) or EBITDA (earnings before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reduction in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins; gross margins or cash margin; year-end cash; debt reductions; shareholder equity; regulatory performance; implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel and any other business criteria established by the Committee.

Performance goals may be measured on an absolute or relative basis (relative to the performance of one or more comparable companies or indices). The Committee is permitted to adjust or modify the calculation of performance goals in the event of restructurings, discontinued operations, extraordinary items and other unusual non-recurring events.

Other stock-based awards.    The Committee is permitted to grant other stock-based awards, either alone or in conjunction with other awards granted under the 2011 Plan. Other stock-based awards may be granted in lieu of other cash or compensation or may be used in settlement of amounts payable in shares of our Class A common stock under any other compensation plan or arrangement of the company.

Termination of service.    The Committee will determine the effect of a termination of employment or service on outstanding awards, which may include accelerated vesting or termination of the award.

Change in control.    In the event of a Change in Control (as defined below), the Committee may provide for any one or more of the following: (a) accelerated vesting, exercisability and/or settlement of each outstanding award (or portion thereof), as it deems appropriate, upon conditions the Committee determines, including termination of employment prior to, upon, or following a Change in Control; (b) the surviving entity or parent thereof may assume or continue the rights and obligations under any outstanding award (or portion thereof) without the consent of the award holder, or may substitute each outstanding award (or portion thereof) with a substantially equivalent award in that entity’s stock and (c) cash-out any outstanding award (or portion thereof) in exchange for (i) cash, (ii) shares of our Class A common stock or shares of the other entity a party to the Change in Control or (iii) other property having a fair market value equal to that of the consideration received per share of our Class A common stock in the Change of Control, reduced by the exercise price of the award, if any.

For these purposes of the 2011 Plan, a “Change in Control” means the occurrence of any of the following events:

• the acquisition, other than from the company, by any individual, entity or group (other than the company or any subsidiary or affiliate) of more than 50% of the combined voting power of then outstanding voting securities of the company;

• reorganization, merger, consolidation or recapitalization of the company, following which the company’s stockholders hold 50% or less of the combined voting power of the surviving entity;

• a complete liquidation of the company or a sale of all or substantially all of its assets; or

• during any consecutive 24-month period, a change in the composition of a majority of the board of directors, as constituted on the first day of such period, that was not supported by a majority of the incumbent board of directors.

Amendment and termination.    Our board of directors may amend, suspend or terminate the 2011 Plan, subject to approval of our stockholders if required by the applicable stock exchange listing rules or by applicable law.

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No such amendment, suspension or termination of the plan that would materially impair the rights of a holder of an outstanding award may be taken without the holder’s consent. No amendment may reduce the exercise price of an option or SAR, reprice the option or SAR under GAAP or repurchase or cancel an option or SAR at a time when its exercise price is greater than the fair market value of the underlying shares, without the prior approval of stockholders.

Term.    No award may be granted under the 2011 Plan after August 31, 2021. Previously granted awards may extend beyond the termination date of the plan.

Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan

On May 1, 2015, our board of directors adopted the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (which we refer to as the 2015 Plan). The following summary describes the material terms of the 2015 Plan.

The full text of the 2015 Plan is set forth in Exhibit 10.10 to this prospectus, and the following discussion is qualified in its entirety by reference to such text.

Summary of Plan Terms

Purpose.    The purpose of the 2015 Plan is to promote the interests of the company and our stockholders by attracting and retaining exceptional directors, officers, employees and consultants and to enable such individuals to participate in the long-term growth and financial success of the company.

Administration.    The 2015 Plan is administered by the compensation committee of our board of directors, which we refer to as the Committee. Subject to the terms of the 2015 Plan and applicable law, the Committee has the sole authority to administer the 2015 Plan, including but not limited to: (i) take actions and make determinations that it deems necessary or desirable for the administration of the plan, (ii) designate award recipients, (iii) determine the type of awards, (iv) determine the number of shares or dollar value to be covered by awards, (v) determine the terms and conditions of awards, (vi) determine the vesting schedules of awards, subject to a minimum vesting period of 12 months (except for an unrestricted pool of 75,000 shares and performance–based awards), and establish performance criteria for awards and determine whether, and to what extent, the performance criteria have been attained, (vii) determine the methods by which and to what extent awards may be settled, exercised, canceled, forfeited or suspended and determine whether awards may be exercised or settled in cash, shares, other securities or other awards, (viii) determine whether, to what extent, and under what circumstances cash, shares, other securities, other awards or other property will be deferred, (ix) interpret or reconcile any inconsistency in and correct any default in the 2015 Plan, (x) establish, amend, suspend or waive rules and regulations and appoint agents as it deems appropriate for proper administration of the 2015 Plan, (xi) accelerate the vesting or exercisability of, payment for, or lapse of restrictions on, awards and (xii) amend an outstanding award or grant a replacement award if it determines the tax consequences of the award differ from the consequences expected to occur or changes to tax law or regulations permit awards to be granted that have more favorable tax consequences than initially anticipated.

Eligibility.    Any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the company or any of our affiliates (including Evolent Health LLC), is eligible to participate in the 2015 Plan.

Types of awards.    The 2015 Plan provides for the grant of options intended to qualify as incentive stock options, which we refer to as ISOs, under Section 422 of the Code, nonqualified stock options, which we refer to as NSOs, stock appreciation rights, which we refer to as SARs, restricted stock awards, restricted stock units, which we refer to as RSUs, performance compensation awards (intended to qualify as “performance-based compensation” under Section 162(m) of the Code), performance units, cash incentive awards and other stock-based awards.

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Shares available for awards.    Subject to adjustment as described below, an aggregate of 1,500,000 shares of our Class A common stock will be available to be delivered pursuant to awards granted under the 2015 Plan. Each share with respect to any share-based award will reduce the aggregate number of shares available by one share. If an award is forfeited, or otherwise expires, terminates or is canceled without delivery of shares, or is settled other than wholly by delivery of shares, the shares covered by the award that were not issued will again be available for issuance under the 2015 Plan. Shares tendered or withheld in payment of an exercise price or for withholding taxes of an award will not again be available for issuance under the 2015 Plan. In addition, if SARs are settled in shares upon exercise, the total number of shares subject to the award rather than the number of shares actually issued upon exercise will be counted against the number of shares available for issuance under the 2015 Plan.

In addition, awards will be subject to limitations as follows:

• no participant may be granted awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code in excess of 1,250,000 shares in the aggregate or cash and other property in excess of $5,000,000, in each case, in any fiscal year;

• each non-employee director may not be granted awards in the aggregate for more than 125,000 shares in the aggregate or cash and other property in excess of $500,000, in each case, in any fiscal year; and

• the maximum number of shares available for granting ISOs is 1,500,000 shares.

Changes in capitalization.    In the event of any extraordinary dividend or distribution (whether in cash, shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off affecting the shares of our Class A common stock, the Committee will equitably adjust any or all of (i) the number and class of shares that thereafter may be made the subject of awards under the plan (including the share limit, the ISO limit, and the annual individual share limit) and (ii) the terms of any outstanding award, including the exercise price and the number or kind of shares or other securities of the company or other property subject to outstanding awards.

In the event the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of shares or other securities of the company, issuance of warrants or other rights to purchase shares or other securities of the company, or other similar corporate transaction or event affects the shares, including any change of control of the company (as defined below), the Committee, in its discretion, may be permitted to (i) make the equitable adjustments described above, (ii) make a cash payment to award holders in exchange for the cancellation of the award (including, in the case of options and SARs, the excess of the fair market value (as defined in the 2015 Plan) over the exercise price) and (ii) cancel and terminate without payment any option or SAR having a per-share exercise price greater than or equal to the fair market value of the shares subject to the award, in each case, as it deems appropriate or desirable.

Stock options.    The Committee is permitted to grant both ISOs and NSOs under the 2015 Plan. The exercise price of a stock option may not be less than 100% of the fair market value of a share of our Class A common stock on the grant date. If the option is granted to a ten percent stockholder, the exercise price may not be less than 110% of the fair market value on the grant date. Each option will become vested or exercisable under such terms as the Committee provides in its discretion, specified in the applicable award agreement or thereafter, subject to the minimum 12-month vesting period. Unless otherwise set forth in the applicable award agreement, each option will expire upon the earlier of (i) the tenth anniversary of the date the option is granted and (ii) three months after the date the participant who is holding the option ceases to be a director, officer, employee or consultant for us or one of our affiliates. The exercise price may be paid in cash, or in the

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Committee’s sole discretion, shares of common stock, by having the company withhold shares from shares of common stock otherwise issuable, or through any other method approved by the Committee.

Stock appreciation rights.    The Committee is permitted to grant SARs under the 2015 Plan. The exercise price of a SAR may not be less than the fair market value of a share of our Class A common stock on the grant date. Each SAR will become vested or exercisable under such terms as the Committee provides in its discretion, specified in the applicable award agreement or thereafter. Upon exercise of a SAR, the holder will receive cash or shares of our Class A common stock, as determined by the Committee, equal in value to the excess, if any, of the fair market value of a share of our Class A common stock on the date of exercise of the SAR over the exercise price of the SAR. Unless otherwise set forth in the applicable award agreement, each SAR will expire on the earlier of (i) the tenth anniversary of the date the SAR is granted and (ii) three months after the date on which the participant who is holding the SAR ceases to be a director, officer, employee or consultant for us or one of our affiliates.

Restricted stock and restricted stock units.    The Committee is permitted to grant restricted stock and RSUs under the 2015 Plan. Restricted stock is an award of shares of our Class A common stock that is subject to restrictions on transfer and a substantial risk of forfeiture. The terms and conditions of any restricted stock award will be determined by the Committee and set forth in the applicable award agreement. An RSU is granted with respect to one share of our Class A common stock or has a value equal to the fair market value of one such share. RSUs may be paid in cash, shares of common stock, other securities, other awards or other property, as determined in the sole discretion of the Committee, or as set forth in the applicable award agreement. Each award of restricted stock or RSUs will become vested under such terms as the Committee provides in its discretion, specified in the applicable award agreement or thereafter, subject to the minimum 12-month vesting period. If an award of restricted stock or RSU is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the requirements described below in “Performance compensation awards” are required to be satisfied in order for such award to be granted or vest. Except as provided in the applicable award agreement, the participant is entitled to the rights of a stockholder (including the right to vote) in respect of an award of restricted stock.

Performance compensation awards.    The Committee is permitted to designate any award (other than stock options and SARs) as a performance compensation award in order for the award to qualify as “performance-based compensation” under Section 162(m) of the Code. Awards designated as performance compensation awards are subject to the following requirements:

• Recipients of performance compensation awards.    The Committee will, in its sole discretion, designate within the first 90 days of a performance period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the participants who will be eligible to receive performance compensation awards in respect of such performance period. The Committee will also determine the length of performance periods, the types of awards to be issued, the performance criteria that would be used to establish the performance goals, the kinds and levels of performance goals and any objective performance formula used to determine whether a performance compensation award has been earned for the performance period.

• Performance criteria applicable to performance compensation awards.    The performance criteria will be limited to the following: net sales; revenue; operating income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or maintenance of, share price; market share; gross profits; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reduction in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of

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expense levels or working capital levels; operating margins; gross margins or cash margin; year-end cash; debt reductions; shareholder equity; regulatory performance; implementation, completion or attainment of measurable objectives with respect to research, development, products or projects; recruiting and maintaining personnel, objective measures of productivity or operating efficiency; product pricing targets; combined ratio; operating ratio; leverage ratio; credit rating; borrowing levels; level or amount of acquisitions; enterprise value; book, economic book or intrinsic book value (including book value per share) and customer satisfaction survey results. These performance criteria are permitted to be applied on an absolute basis or relative to one or more peer companies or indices or any combination thereof or, if applicable, computed on an accrual or cash accounting basis. The performance goals and periods may vary from participant to participant and from time to time. To the extent required under Section 162(m) of the Code, the Committee will, within the first 90 days of the applicable performance period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective manner the method of calculating the performance criteria it selected to use for the performance period.

• Modification of performance goals.    The Committee is permitted to adjust or modify the calculation of performance goals for a performance period in the event of, in anticipation of, or in recognition of, any unusual or extraordinary corporate item, transaction, event or development or any other unusual or nonrecurring events affecting the company, any of its affiliates, subsidiaries, divisions or operating units (to the extent applicable to such performance goal) or its financial statements or the financial statements of any of its affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions, so long as that adjustment or modification does not cause the performance compensation award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

• Requirements to receive payment for 162(m) awards.    Except as otherwise permitted by Section 162(m) of the Code, in order to be eligible for payment in respect of a performance compensation award for a particular performance period, participants are required to be employed by us on the last day of the performance period, the performance goals for such period are required to be satisfied and certified by the Committee and the performance formula must determine that all or some portion of the performance compensation award has been earned for such period.

• Negative discretion.    The Committee is permitted to, in its sole discretion, reduce or eliminate the amount of a performance compensation award earned in a particular performance period, even if applicable performance goals have been attained and without regard to any employment agreement between us and a participant.

• Limitations on Committee discretion.    Except as otherwise permitted by Section 162(m) of the Code, in no event may any discretionary authority granted to the Committee under the 2015 Plan be used to grant or provide payment in respect of performance compensation awards for which performance goals have not been attained, increase a performance compensation award for any participant at any time after the first 90 days of the performance period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) or increase a performance compensation award above the maximum amount payable under the underlying award.

• Form of payment.    Performance compensation awards (other than restricted shares, RSUs and other stock-based awards) may be in cash or in restricted stock, RSUs or fully vested shares of equivalent value and will be paid on the terms determined by the Committee in its discretion. Any shares of restricted stock or RSUs will be subject to the terms of the 2015 Plan or any successor equity compensation plan and any applicable award agreement. The number of shares of restricted stock, RSUs

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or fully vested shares that is equivalent in value to a particular dollar amount will be determined in accordance with a methodology specified by the Committee within the first 90 days of a plan year (or, if shorter, the maximum period allowed under Section 162(m) of the Code).

Performance units.    The Committee is permitted to grant performance units under the 2015 Plan. Each performance unit will have an initial value that is established by the Committee at the time of grant. The terms and conditions of any performance unit will be determined by the Committee, subject to the terms of the 2015 Plan, and set forth in the applicable award agreement. The Committee is permitted to pay earned performance units in the form of cash or in shares of our common stock (or in a combination thereof) that have an aggregate fair market value (as defined in the 2015 Plan) equal to the value of the earned performance units at the close of the applicable performance period. If a performance unit is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the requirements described above in “Performance compensation awards” are required to be satisfied.

Cash incentive awards.    The Committee is permitted to grant cash incentive awards under the 2015 Plan. Cash inventive awards will be paid in cash and calculated without reference to the fair market value of a share of our Class A common stock. Each cash incentive award will have an initial value that is established by the Committee at the time of grant. The Committee may set performance goals or other payment conditions in its discretion, which will determine the amount and/or value of the cash incentive award that will be paid to the participant. If a cash incentive award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the requirements described above in “Performance compensation awards” are required to be satisfied.

Other stock-based awards.    The Committee is permitted to grant other equity or equity-based awards, including deferred share awards (an unsecured promise to deliver shares of our common stock or cash in accordance with the applicable award agreement), fully-vested shares or otherwise. If such an award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the requirements described above in “Performance compensation awards” are required to be satisfied.

Change of control.    In the event of a Change of Control (as defined below), unless otherwise provided pursuant to an award agreement, all awards granted under the 2015 Plan that are outstanding and unvested immediately prior to the Change of Control will remain outstanding and unvested, provided that, if within 12 months following a Change of Control, a participant’s employment or services with the company and our affiliates is terminated without Cause (as defined below), the following would automatically occur as of the date of such termination: (a) acceleration of vesting or exercisability of options and SARs, (b) acceleration of vesting of performance-based awards (including cash-incentive awards and performance units) designated as performance compensation awards and the awards will be paid out pro rata at target levels as soon as practicable and (c) acceleration of vesting and exercisability and the lapse of restrictions on all other outstanding awards and the awards would be paid out as soon as practicable.

Unless otherwise provided pursuant to an award agreement for purposes of the 2015 Plan, a Change of Control is defined to mean any of the following events, generally:

• during any period of 24 consecutive months, a change in the composition of a majority of the board of directors, as constituted on the first day of such period, that was not supported by a majority of the incumbent board of directors or made pursuant to the stockholders agreement with TPG, UPMC and The Advisory Board;

• consummation of certain mergers or consolidations of the company or a sale or other disposition of all or substantially all of the company’s assets to an unaffiliated entity, following which the company’s stockholders hold 50% or less of the combined voting power of the surviving entity;

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• stockholder approval of a complete liquidation or dissolution of the company;

• acquisition by any individual, entity or group of beneficial ownership of more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors.

Although award agreements may provide for a different definition of Change of Control than is provided for in the 2015 Plan, except in the case of a transaction described in the third bullet above, any definition of Change of Control set forth in any award agreement must provide that a change of control will not occur until consummation or effectiveness of a Change in Control of the company, rather than upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a Change in Control of the company.

Unless otherwise provided pursuant to an award agreement or an individual employment or services agreement for purposes of the 2015 Plan, Cause is defined to mean, generally, a participant’s:

• failure to perform his or her material duties to the company;

• misappropriation of a material business opportunity of the company or of any company funds or property;

• conviction of, indictment for, or entering a guilty plea or a plea of no contest to a felony or any other crime involving dishonesty or theft of property;

• commission of an act of sexual harassment in violation of applicable law;

• use of illegal drugs or abuse of controlled substances or alcohol, which in the case of alcohol use, interferes with the participant’s job responsibilities or reflects negatively upon the integrity or reputation of the company; or

• breach of the terms of any employment agreement, restrictive covenant agreement or other material agreement with the company.

For purposes of the definition of Cause, references to the company includes any of our subsidiaries or affiliates.

Amendment and termination.    Our board of directors is permitted to amend, suspend or terminate the 2015 Plan, subject to approval of our stockholders if required by the applicable stock exchange listing rules or by applicable law. No such amendment, suspension or termination of the 2015 Plan may materially impair the rights of a holder of an outstanding award without the holder’s consent. No amendment may reduce the exercise price of an option or SAR, reprice the option or SAR under GAAP or repurchase or cancel an option or SAR at a time when its exercise price was greater than the fair market value of the underlying shares, without the prior approval of stockholders.

Term.    The 2015 Plan became effective as of May 1, 2015, the date of its adoption by our board of directors. No award may be granted under the 2015 Plan after the tenth anniversary of the date the 2015 Plan was adopted by our board of directors. Previously granted awards are permitted to extend beyond the termination date of the 2015 Plan.

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Certain relationships and related transactions

In addition to the compensation arrangements with directors and executive officers described under “Executive compensation”, the following is a description of each transaction that has occurred this year or during our last three fiscal years, and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or will exceed $120,000; and

• any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member of their immediate family or person sharing their household had or will have a direct or indirect material interest.

Proposed transactions with Evolent Health, Inc.

In connection with the offering reorganization, we will engage in certain transactions with entities controlled by TPG, UPMC and The Advisory Board, each of which is, and will remain following this offering, a beneficial owner of 5% or more of our voting securities through ownership of shares of our Class A common stock or Class B common stock. These transactions are described in detail below and under “The reorganization of our corporate structure”.

Third amended and restated operating agreement of Evolent Health LLC

Following the offering reorganization and this offering, we will operate our business through Evolent Health LLC. The operations of Evolent Health LLC, and the rights and obligations of its members will be governed by the third amended and restated operating agreement of Evolent Health LLC. We will serve as sole managing member of Evolent Health LLC. As such, we will control its business and affairs and will be responsible for the management of its business.

The third amended and restated operating agreement of Evolent Health LLC will establish two classes of equity: Class A common units and Class B common units. Class A common units may be issued only to us as the sole managing member of Evolent Health LLC. Class B common units may be issued only to persons or entities we permit which, immediately following the completion of this offering, will be TPG and The Advisory Board. For a description of the third amended and restated operating agreement of Evolent Health LLC and the rights provided to holders of Class A common units and Class B common units thereunder, see “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC”. Prior to the completion of this offering, we and our existing investors were a party to the second amended and restated operating agreement, which governed the rights and obligations of Evolent Health LLC and its investors with respect to various matters, including those relating to capital contributions, voting rights and management and control.

Exchange agreement

We will enter into an exchange agreement with the existing holders of Class B common units, including The Advisory Board and TPG. Pursuant to and subject to the terms of the exchange agreement and the third amended and restated operating agreement of Evolent Health LLC, holders of Class B common units, at any time and from time to time, may exchange one or more Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis. The

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amount of Class A common stock issued or conveyed will be subject to equitable adjustments for stock splits, stock dividends and reclassifications. For a description of the exchange agreement, see “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC—Exchange agreement”.

Tax receivables agreements

This offering is not anticipated to result in an increase in the tax basis in our share of the tangible and intangible assets of Evolent Health LLC. However, subsequent exchanges of Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of Evolent Health LLC’s tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. In addition, certain net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG will be available as a result of the offering reorganization. See “The reorganization of our corporate structure”.

Immediately prior to the completion of this offering, we will enter into the basis tax receivables agreement with the current holders of Class B common units, TPG and The Advisory Board, and certain of our other current investors. The agreement will require us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local and foreign income tax we realize as a result of any deductions attributable to future increases in tax basis following the exchanges described above (calculated assuming that any post-offering transfer of Class B common units (other than the exchanges) had not occurred), or deductions attributable to imputed interest or future increases in tax basis following payments made under the basis tax receivables agreement.

Immediately prior to the completion of this offering, we will also enter into the NOL tax receivables agreement, pursuant to which we will pay the former stockholders of Evolent Health Holdings, Inc. and an affiliate of TPG 85% of the amount of the cash savings, if any, in U.S. federal, state and local and foreign income tax that we realize as a result of the utilization of the net operating losses of Evolent Health Holdings, Inc. and the affiliate of TPG attributable to periods prior to this offering, as well as deductions attributable to imputed interest on any payments made under the NOL tax receivables agreement.

The obligations under the tax receivables agreements will be our obligations and not obligations of Evolent Health LLC. For a description of the tax receivables agreements, see “The reorganization of our corporate structure—Tax receivables agreements”.

Stockholders’ agreement

Upon the completion of this offering, we intend to enter into a stockholders’ agreement with TPG, UPMC and The Advisory Board. The stockholders’ agreement will contain provisions related to the composition of our board of directors, the committees of our board of directors and our corporate governance. Under the stockholders’ agreement, TPG, UPMC and The Advisory Board will be entitled to nominate a majority of the members of our board of directors. In addition, TPG, UPMC and The Advisory Board will agree in the stockholders’ agreement to vote for each other’s board nominees. See “The reorganization of our corporate structure—Stockholders’ agreement”.

Registration rights agreement

Upon the completion of this offering, we intend to enter into a registration rights agreement with TPG, UPMC and The Advisory Board to register for sale under the Securities Act shares of our Class A common stock, including those delivered in exchange for Class B common units in the circumstances described above. Subject

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to certain conditions and limitations, this agreement will provide customary demand, piggyback and shelf registration rights to such investors. See “The reorganization of our corporate structure—Registration rights agreement”.

Other relationships

Master Investors’ Rights Agreement

On January 6, 2014, Evolent Health LLC and Evolent Health Holdings, Inc. entered into the MIRA, with TPG, UPMC, The Advisory Board and certain other existing investors. Pursuant to the MIRA, each of TPG, UPMC and The Advisory Board are entitled to designate two persons to the board of directors of each of Evolent Health LLC and Evolent Health Holdings, Inc. TPG has designated Matthew Hobart, UPMC has designated Diane Holder and David Farner, and The Advisory Board has designated Robert Musslewhite and Michael Kirshbaum. The parties to the MIRA also are entitled to registration rights, drag along rights, rights to future stock issuances and certain information rights. In addition, the MIRA prohibits the transfer by TPG, UPMC or The Advisory Board of units or shares in each of Evolent Health LLC and Evolent Health Holdings, Inc. to certain transferees. We expect that the MIRA will be terminated prior to the completion of this offering and replaced by the stockholders’ agreement described above. See “—Stockholders’ agreement”.

Consulting agreement

On March 12, 2014, we entered into a consulting agreement with NCP, Inc., which is an entity controlled by a member of our board of directors, Norman Payson, M.D., pursuant to which NCP, Inc. agreed to provide certain consulting and advisory services to us. Pursuant to this consulting agreement, NCP, Inc. receives an annual fee of $200,000.

Commercial agreements with certain investors

As described below, Evolent Health LLC is a party to various commercial agreements with UPMC, which will beneficially own approximately     % of our outstanding Class A common stock following this offering, and The Advisory Board, which will beneficially own approximately     % of our outstanding Class A common stock and approximately     % of our outstanding Class B common stock following this offering.

Services, reseller and non-competition agreements

In connection with its formation, Evolent Health LLC entered into the UPMC Reseller Agreement, pursuant to which UPMC appointed Evolent Health LLC as the non-exclusive reseller of certain UPMC services, including TPA, PBM and other services. The UPMC Reseller Agreement includes certain regional non-compete provisions, including provisions that prohibit Evolent Health LLC from contracting with third parties to provide certain TPA services for a certain time period. The UPMC Reseller Agreement also restricts UPMC’s right to sell certain products and services to certain Evolent Health LLC partners and certain prospective partners. Additionally, the UPMC Reseller Agreement provides for adjustment of UPMC’s ownership in Evolent Health LLC by issuing UPMC additional common units in Evolent Health LLC in the event that UPMC does not recognize certain levels of revenue from the efforts of Evolent Health LLC in the 48-month period between August 31, 2011 and August 31, 2015. We currently expect, but cannot guarantee, that such levels of revenue will be achieved and that UPMC will not be entitled to any additional common units in Evolent Health LLC. UPMC and Evolent Health LLC have agreed to indemnify each other for any losses, including those relating to material breach of the UPMC Reseller Agreement. Each of UPMC and Evolent Health LLC may terminate the UPMC Reseller Agreement for cause, subject to a specified notice period. We had expenses attributable to UPMC of $14.5 million, $1.9 million and $0.6 million under the UPMC Reseller Agreement during fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

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In connection with its formation, Evolent Health LLC also entered into The Advisory Board Reseller Agreement, pursuant to which The Advisory Board has the right of first offer to provide certain services to Evolent Health LLC and Evolent Health LLC’s partners, including physician practice management consulting, services to optimize or implement a partner’s EMR system and clinical documentation improvement services. The Advisory Board Reseller Agreement does not preclude Evolent Health LLC from offering and providing these services directly to its partners, subject to The Advisory Board’s right of first offer and certain non-competition provisions. The non-competition provision of The Advisory Board Reseller Agreement prohibits Evolent Health LLC from promoting, marketing, offering or selling, among other things, certain unbundled technology solutions, consulting services unless reasonably expected to lead to a long-term services contract or be part of a Blueprint engagement, or certain other services that are substantially similar to or competitive with certain Advisory Board services. Accordingly, that agreement prohibits us from selling software or technology services on a standalone basis, but permits us to sell such services if they are part of an integrated offering to our partners and such services account for no more than 50% of the aggregate revenue attributable to our partner during to term of the contract. See “Risks relating to our business and industry—Exclusivity and right of first refusal clauses in some of our partner and founder contracts may prohibit us from partnering with certain other providers in the future, and as a result may limit our growth.” The non-competition provision also prohibits The Advisory Board from offering certain products substantially similar to those offered by Evolent Health LLC to certain of our partners or prospective partners. In addition, The Advisory Board Reseller Agreement requires Evolent Health LLC to pay The Advisory Board specified fees in the event that a client of The Advisory Board terminates or fails to renew its contract with The Advisory Board and, within six months of such termination or non-renewal, begins using services or technology from Evolent Health LLC that makes The Advisory Board products or services redundant in a material respect, subject to certain exceptions. The Advisory Board Reseller Agreement also requires Evolent Health LLC and The Advisory Board to pay each other fees if either party refers new customers to the other party, subject to certain conditions and limitations. Evolent Health LLC must provide these referred customers with certain services for a specified minimum period of no less than two years and guarantees the payment of certain fees to The Advisory Board for each year the referred customer receives The Advisory Board services. The Advisory Board and Evolent Health LLC have agreed to indemnify each other for any losses, including those relating to material breach of The Advisory Board Reseller Agreement. Each of The Advisory Board and Evolent Health LLC may terminate The Advisory Board Reseller Agreement for cause, subject to a specified notice period. We had expenses attributable to The Advisory Board of $0.2 million, $0.8 million and $0.4 million under The Advisory Board Reseller Agreement during fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

License agreements

In connection with its formation, Evolent Health LLC entered into the UPMC IP Agreement, pursuant to which UPMC granted Evolent Health LLC a license to certain intellectual property, subject to certain time and use limitations, in exchange for its equity interest in Evolent Health LLC. UPMC and Evolent Health LLC have agreed to indemnify each other for any losses including those relating to material breach of the UPMC IP Agreement. The UPMC IP Agreement will terminate if we are acquired by specified entities, including certain competitors of UPMC, or upon material breach of the license granted therein.

In connection with its formation, Evolent Health LLC also entered into the UPMC Technology Agreement, pursuant to which UPMC granted to Evolent Health LLC a license to use and sublicense a technology platform developed by UPMC which enables the sharing of key, actionable information among hospitals, clinicians, health plan and other healthcare resources, subject to certain time and use limitations, in exchange for its equity interest in Evolent Health LLC. UPMC and Evolent Health LLC have agreed to indemnify each other for any losses including those relating to material breach of the UPMC Technology Agreement. The UPMC Technology Agreement will terminate if we are acquired by specified entities, including certain competitors of UPMC, or upon material breach of the license granted therein.

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In addition, in connection with its formation, Evolent Health LLC entered into The Advisory Board IP Agreement, pursuant to which The Advisory Board granted Evolent Health LLC a license to use, reproduce, modify and access a business plan and operating model designed and created by The Advisory Board for Evolent Health LLC, in exchange for its equity interest in Evolent Health LLC. The Advisory Board IP Agreement also grants Evolent Health LLC access to certain analysis, data and proprietary information of The Advisory Board, and provides Evolent Health LLC with a membership in The Advisory Board’s healthcare industry program, access to key Advisory Board personnel and assistance in its promotion and sales efforts. The Advisory Board and Evolent Health LLC have agreed to indemnify each other for any losses including those relating to material breach of The Advisory Board IP Agreement. The Advisory Board IP Agreement will terminate upon material breach of the license granted therein.

Other transactions

We had expenses attributable to The Advisory Board in an amount equal to approximately $0.2 million, $0.8 million and $0.4 million for leadership training and other education services during fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

We had expenses attributable to UPMC in an amount equal to approximately $14.5 million, $1.9 million and $0.6 million for certain information technology hosting services relating to our Identifi^® platform during fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

From time to time, we have engaged in equity and debt financing transactions with our existing investors, including TPG, UPMC and The Advisory Board. For more information, see the notes to the audited annual financial statements of each of Evolent Health LLC and Evolent Health Holdings, Inc. included elsewhere in this prospectus.

Indemnification of directors and officers

Our amended and restated bylaws will provide that we will indemnify and advance expenses to our directors and officers to the fullest extent permitted by the DGCL. In addition, our amended and restated certificate of incorporation will provide that our directors will not be liable for monetary damages for breach of fiduciary duty, except as otherwise prohibited under the DGCL.

We intend to enter into customary indemnification agreements with each of our directors and officers. The indemnification agreements will provide the executive officers and directors with contractual rights to indemnification and expense reimbursement, to the fullest extent permitted under the DGCL. Our indemnification agreements will also require us to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the indemnification agreements are not exclusive.

There is no pending litigation or proceeding involving any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.

Policies and procedures for related party transactions

Our board of directors will adopt a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect material interest, as determined by the audit committee of our board of

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directors, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, and indebtedness, guarantees of indebtedness or employment by us of a related person. In reviewing any such proposal, our audit committee will be tasked to consider all relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit or perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person.

All related party transactions described in this section occurred prior to adoption of this policy and, as such, these transactions were not subject to the approval and review procedures set forth in the policy.

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Principal stockholders

The following table sets forth information regarding beneficial ownership of our Class A common stock and Class B common stock as of                     , after giving effect to the offering reorganization described under “The reorganization of our corporate structure”, by:

• each person whom we know to own beneficially more than 5% of our Class A common stock or Class B common stock;

• each of the directors and named executive officers individually; and

• all directors and executive officers as a group.

The number of shares of Class A common stock outstanding after this offering includes             shares of Class A common stock being offered for sale by us in this offering and assumes no exercise of the underwriters’ over-allotment option. The percentage of beneficial ownership for the following table is based on             shares of Class A common stock and             shares of Class B common stock outstanding immediately prior to the initial public offering, and             shares of Class A common stock and              shares of Class B common stock outstanding after the completion of this offering and assumes no exercise of the underwriters’ over-allotment option. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Class A common stock or Class B common stock.

	Shares of Class A common stock beneficially owned	Percentage of shares of Class A common stock beneficially owned		Shares of Class B common stock beneficially owned	Percentage of shares of Class B common stock beneficially owned		Total voting power after offering
Name of beneficial owner		Before offering	After offering		Before offering	After offering
Named executive officers and directors:
Frank Williams(1)
Seth Blackley(2)
Cynthia Cann(3)
Nicholas McGrane(4)
Tom Peterson(5)
Gary Piefer, MD
Chad Pomeroy(6)
Dave Thornton(7)
Jonathan Weinberg(8)
Steve Wigginton(9)
David Farner(10)
Matthew Hobart(11)
Diane Holder(12)
Michael Kirshbaum(13)
Robert Musslewhite(14)
Norman Payson, MD(15)
All directors and executive officers as a group (fifteen people)
Greater than 5% Stockholders:
TPG Funds(16)
UPMC(17)
The Advisory Board Company(18)

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⁽¹⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽²⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽³⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁴⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁵⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁶⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁷⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁸⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽⁹⁾ Includes             shares of Class A common stock underlying options that are currently exercisable or exercisable within 60 days of             .

⁽¹⁰⁾ David Farner, who is one of our directors, is Executive Vice President and Chief Strategic and Transformation Officer of UPMC. Mr. Farner has no voting or investment power over and disclaims beneficial ownership of the shares held by UPMC. The address of Mr. Farner is c/o UPMC, U.S. Steel Building, 600 Grant Street, 62nd Floor, Pittsburgh, PA 15219.

⁽¹¹⁾ Matthew Hobart, who is one of our directors, is a TPG Partner. Mr. Hobart has no voting or investment power over and disclaims beneficial ownership of the shares held by the TPG Funds. The address of Mr. Hobart is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX, 76102.

⁽¹²⁾ Diane Holder, who is one of our directors, is Executive Vice President of UPMC. Ms. Holder has no voting or investment power over and disclaims beneficial ownership of the shares held by UPMC. The address of Ms. Holder is c/o UPMC, U.S. Steel Building, 600 Grant Street, 55th Floor, Pittsburgh, PA 15219.

⁽¹³⁾ Michael Kirshbaum, who is one of our directors, is Chief Financial Officer of The Advisory Board. Mr. Kirshbaum has no voting or investment power over and disclaims beneficial ownership of the shares held by The Advisory Board. The address of Mr. Kirshbaum is c/o The Advisory Board Company, 2445 M Street, NW, Washington, D.C., 20037.

⁽¹⁴⁾ Robert Musslewhite, who is one of our directors, is Chief Executive Officer of The Advisory Board. Mr. Musslewhite has no voting or investment power over and disclaims beneficial ownership of the shares held by The Advisory Board. The address of Mr. Musslewhite is c/o The Advisory Board Company, 2445 M Street, NW, Washington, D.C., 20037.

⁽¹⁵⁾ Includes             shares of Class A common stock and             shares of Class B common stock that are subject to a co-investment agreement between Norman Payson, MD and TPG.

⁽¹⁶⁾  Includes (i)             shares of Class A common stock held by TPG Growth II BDH, L.P., a Delaware limited partnership (“TPG Growth II BDH”) and (ii)             shares of Class B common stock held by TPG Eagle Holdings, L.P., a Delaware limited partnership (“TPG Eagle” and, together with the TPG Growth II BDH, the “TPG Funds”). The general partner of each of the TPG Funds is TPG Growth II Advisors, Inc., a Delaware corporation. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. and may therefore be deemed to beneficially own the shares of Class A and Class B common stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by the TPG Funds except to the extent of their pecuniary interest therein. The address of TPG Growth II Advisors, Inc. and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX, 76102.

⁽¹⁷⁾ Includes             shares of Class A common stock held by UPMC.

⁽¹⁸⁾ Includes             shares of Class A common stock and             shares of Class B common stock held by The Advisory Board.

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Description of capital stock

The following descriptions are summaries of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, the amended and restated certificate of incorporation and amended and restated bylaws, forms of which will be filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law.

General

Following this offering, our authorized capital stock will consist of             shares of Class A common stock, par value $0.01 per share,             shares of Class B common stock, par value $0.01 per share and             shares of preferred stock, par value $0.01 per share.

Class A common stock

Class A common stock outstanding.    After the completion of this offering, TPG will beneficially own approximately     % of our outstanding Class A common stock, The Advisory Board will beneficially own approximately     % of our outstanding Class A common stock, UPMC will beneficially own approximately     % of our outstanding Class A common stock and certain employees and certain of our health system partners will beneficially own an aggregate of approximately     % of our outstanding Class A common stock. There will be              shares of Class A common stock outstanding, assuming no exercise of the underwriters’ over-allotment option, after giving effect to the sale of the shares of Class A common stock offered hereby. All outstanding shares of Class A common stock are fully paid and non-assessable, and the shares of Class A common stock to be issued upon the completion of this offering will be fully paid and non-assessable.

Voting rights.    The holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.

Dividend rights.    Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Class A common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See “Dividend policy”.

Rights upon liquidation.    In the event of liquidation, dissolution or winding up of Evolent Health, Inc., the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other rights.    The holders of our Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Class B common stock

Issuance of Class B common stock with Class B common units.    After the completion of this offering, TPG will beneficially own approximately     % of our outstanding Class B common stock and The Advisory Board will beneficially own approximately     % of our outstanding Class B common stock. Following this offering, shares of our Class B common stock are issuable only in connection with the issuance of Class B common units of Evolent Health LLC. When a Class B common unit is issued by Evolent Health LLC, we will issue the holder one share of our Class B common stock.

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Exchange rights.    Each share of our Class B common stock will be redeemed and cancelled by us if the holder exchanges one Class B common unit and such share of Class B common stock for one share of Class A common stock pursuant to the terms of the exchange agreement, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. See “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC—Exchange agreement”.

Voting rights.    Our Class B stockholders will be entitled to one vote for each share on all matters voted upon by our stockholders. Our Class A stockholders and Class B stockholders will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Delaware law would require our Class A stockholders and Class B stockholders to vote separately as a single class in the following circumstances:

• if we amend our amended and restated certificate of incorporation to increase the authorized shares of a class of stock, or to increase or decrease the par value of a class of stock, then such class would be required to vote separately to approve the proposed amendment; or

• if we amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of stock in a manner that affects holders of such class of stock adversely, then such class would be required to vote separately to approve such proposed amendment.

Dividend rights.    Our Class B stockholders will not participate in any cash dividends declared by our board of directors.

Rights upon liquidation.    In the event of any dissolution, liquidation or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, our Class B stockholders will not be entitled to receive any of our assets.

Other rights.    In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related Class B common units) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class B stockholder will be entitled to receive the same number of shares of stock as is received by Class A stockholders for each share of Class A common stock, and will not be entitled, for each share of Class B common stock, to receive other securities or property (including cash). No shares of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock.

Preferred stock

Our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of Evolent Health, Inc. without further action by the stockholders and may adversely affect the voting and other rights of the holders of Class A common stock. At present, we have no plans to issue any preferred stock.

Election and removal of directors; vacancies

Our board of directors will consist of up to ten directors, excluding any directors elected by holders of any preferred stock pursuant to provisions applicable in the case of defaults and subject to applicable laws and stock exchange regulations. The exact number of directors will be fixed from time to time by resolution of the

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board. In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the completion of this offering, our board of directors will be divided into three staggered classes of directors, as nearly equal in number as possible. At each annual meeting of our stockholders, our stockholders will elect a class of directors for a three-year term to succeed the directors of the same class whose terms are then expiring. As a result, a portion of our board of directors will be elected each year. There will be no limit on the number of terms a director may serve on our board of directors. The division of our board of directors into three classes with staggered three-year terms may have the effect of discouraging, delaying or preventing a transaction involving a change in control.

Pursuant to the stockholders’ agreement we intend to enter into with TPG, UPMC and The Advisory Board upon the completion of this offering, for so long as each of TPG, UPMC and The Advisory Board owns at least 40% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate two directors to serve on our board of directors. When such stockholder owns less than 40% but at least 5% of the shares of common stock held by it following the completion of this offering, such stockholder will be entitled to nominate one director. TPG, UPMC and The Advisory Board will agree in the stockholders’ agreement to vote for each other’s board nominees.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that (a) prior to the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of all shares entitled to vote generally in the election of directors, directors may be removed with or without cause upon the affirmative vote of holders of at least a majority of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, and (b) on and after the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of all outstanding shares entitled to vote generally in the election of directors, directors may be removed only for cause and only upon the affirmative vote of holders of at least 75% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

In addition, our amended and restated certificate of incorporation will provide that any newly-created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring on the board of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

No cumulative voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation prohibits cumulative voting.

Limits on written consents

The DGCL permits stockholder action by written consent unless otherwise provided by our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation permits stockholder action by written consent, but precludes stockholder action by written consent after the date on which TPG, The Advisory Board and UPMC cease to collectively own at least a majority in voting power of all shares entitled to vote generally in the election of our directors.

Stockholder meetings

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that special meetings of stockholders may be called only by or at the direction of the board of directors, the

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chairman of the board of directors, the chief executive officer or, so long as TPG, The Advisory Board and UPMC collectively own at least a majority in voting power of shares of our common stock, any such stockholder, subject to certain limitations. Our amended and restated certificate of incorporation and our amended and restated bylaws specifically deny any power of any other person to call a special meeting.

Amendment of amended and restated certificate of incorporation

The affirmative vote of holders of at least a majority of the voting power of our outstanding shares of stock will generally be required to amend provisions of our amended and restated certificate of incorporation. However, if TPG, The Advisory Board and UPMC cease to collectively own at least a majority of all of the outstanding shares of our capital stock entitled to vote, the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of stock will generally be required to amend certain provisions of our amended and restated certificate of incorporation.

Amendment of amended and restated bylaws

Our amended and restated bylaws may generally be altered, amended or repealed, and new bylaws may be adopted, by the affirmative vote of a majority of directors present at any regular or special meeting of the board of directors called for that purpose or by the affirmative vote of holders of at least a majority of the voting power of our outstanding shares of voting stock. However, if TPG, The Advisory Board and UPMC cease to collectively own at least a majority of all of the outstanding shares of our capital stock entitled to vote, the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of stock will generally be required to alter, amend or repeal any provision of our amended and restated bylaws, or adopt certain new bylaws.

Other limitations on stockholder actions

Our amended and restated bylaws will also impose some procedural requirements on stockholders who wish to:

• make nominations in the election of directors;

• propose that a director be removed;

• propose any repeal or change in our amended and restated bylaws; or

• propose any other business to be brought before an annual meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary along with the following:

• a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting;

• the stockholder’s name and address;

• any material interest of the stockholder in the proposal;

• the number of shares beneficially owned by the stockholder and evidence of such ownership; and

• the names and addresses of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons, and the number of shares such persons beneficially own.

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To be timely, a stockholder must generally deliver notice:

• in connection with an annual meeting of stockholders, not less than 120 nor more than 150 days prior to the month and day corresponding to the date on which the annual meeting of stockholders was held in the immediately preceding year, but in the event that the date of the annual meeting is more than 30 days before or more than 30 days after the anniversary date of the preceding annual meeting of stockholders, a stockholder notice will be timely if received by us not later than the close of business on the 10th day following the day on which we first publicly announce the date of the annual meeting; or

• in connection with the election of a director at a special meeting of stockholders, not less than 40 nor more than 60 days prior to the date of the special meeting, but in the event that less than 50 days’ notice or prior public disclosure of the date of the special meeting of the stockholders is given or made to the stockholders, a stockholder notice will be timely if received by us not later than the close of business on the 10th day following the day on which a notice of the date of the special meeting was mailed to the stockholders or the public disclosure of that date was made.

In order to submit a nomination for our board of directors, a stockholder must also submit any information with respect to the nominee that we would be required to include in a proxy statement, as well as certain other information. If a stockholder fails to follow the required procedures, the stockholder’s proposal or nominee will be ineligible and will not be voted on by our stockholders.

Corporate opportunity

Our amended and restated certificate of incorporation and stockholders’ agreement will provide that each of TPG, The Advisory Board and UPMC and their respective affiliates will not have any duty to refrain from (1) engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or (2) doing business with any of our clients, customers or vendors. In the event that TPG, The Advisory Board or UPMC or any of their respective affiliates acquires knowledge of a potential business opportunity which may be a corporate opportunity for us, they will have no duty to communicate or offer such corporate opportunity to us. Our amended and restated certificate of incorporation and stockholders’ agreement will also provide that, to the fullest extent permitted by law, none of such stockholders or their respective affiliates will be liable to us, for breach of any fiduciary duty or otherwise, by reason of the fact that any such stockholder or any of its affiliates directs such corporate opportunity to another person, or otherwise does not communicate information regarding such corporate opportunity to us, and we will waive and renounce any claim that such business opportunity constituted a corporate opportunity that should have been presented to us.

Limitation of liability of directors and officers

Our amended and restated certificate of incorporation will provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

• any breach of the director’s duty of loyalty to our company or our stockholders;

• any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

• any transaction from which the director derived an improper personal benefit.

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As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above.

Our amended and restated bylaws will provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us. Amending these provisions will not reduce our indemnification obligations relating to actions taken before an amendment.

Forum selection

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders and other similar actions, may be brought only in specified courts in the State of Delaware. Although we believe this provision will benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. See “Risk Factors—Our amended and restated certificate of incorporation will designate courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.”

Litigation costs

Our amended and restated bylaws will require, except to the extent prohibited by the DGCL, that in all derivative actions brought on our behalf, actions against directors, officers and employees for breach of a fiduciary duty and other similar actions, the initiating party will reimburse us and any officer, director or other employee for all fees, costs and expenses incurred in connection with such action if such initiating party does not substantially achieve the full remedy sought. While application of this standard will necessarily need to take into account the particular facts, circumstances and equities of any particular claim, we would expect a claiming party to be required to prevail on the merits on substantially all of the claims asserted in the complaint and, as a result, receive substantially the full remedy that it was seeking (including, if applicable, any equitable remedy) in order to avoid responsibility for reimbursing such fees, costs and expenses. Although we believe this provision will benefit us by discouraging meritless lawsuits against us and our directors, officers and employees, the provision may have the effect of discouraging lawsuits that could benefit us. See “Risk Factors—Our amended and restated bylaws will provide that if a claiming party brings certain actions against us and is not successful on the merits then they will be obligated to pay our litigation costs, which could have the effect of discouraging litigation, including claims brought by our stockholders.”

Anti-takeover effects of some provisions

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make the following more difficult:

• acquisition of control of us by means of a proxy contest or otherwise; or

• removal of our incumbent officers and directors.

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These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Delaware business combination statute

We intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, an antitakeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. Nevertheless, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that each of TPG, UPMC and The Advisory Board and their transferees will not be deemed to be “interested stockholders”, regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

Listing

We have applied to list our Class A common stock on the NYSE under the symbol “EVH”.

Transfer agent and registrar

The transfer agent and registrar for the Class A common stock is American Stock Transfer & Trust Company, LLC.

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U.S. federal income and estate tax considerations for non-U.S. holders of Class A common stock

The following is a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our Class A common stock by a beneficial owner that is a “non-U.S. holder”, other than a non-U.S. holder that owns, or has owned, actually or constructively, more than 5% of our Class A common stock. A “non-U.S. holder” is a person or entity that, for U.S. federal income tax purposes, is:

• a non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

• a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of a jurisdiction other than the United States or any state or political subdivision thereof or the District of Columbia; or

• an estate or trust, other than an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

A “non-U.S. holder” does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our Class A common stock.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, potentially retroactively. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders in light of their particular circumstances and it does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are such an entity holding Class A common stock, or a partner in such an entity, you should consult your tax advisors regarding the purchase, ownership and disposition of our Class A common stock.

Prospective holders are urged to consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of our Class A common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

Except as provided under “Dividend policy”, we do not currently expect to make any distributions on our Class A common stock. In the event that we do make any distributions of cash or other property (other than certain pro rata distributions of our Class A common stock or rights to acquire our Class A common stock) with respect to shares of our Class A common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits as determined under U.S. federal income tax principles, the excess will be treated first as a tax-free return of the non-U.S. holder’s adjusted tax basis in our Class A common stock and thereafter as capital gain, subject to the tax treatment described below in “—Gain on disposition of our Class A common stock”. Dividends paid to a non-U.S. holder of our Class A common stock generally will be subject to withholding tax at a 30% rate

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or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide documentation (generally IRS Form W-8BEN or W-8BEN-E) certifying its entitlement to benefits under a treaty. Additional certification requirements apply if a non-U.S. holder holds our Class A common stock through a foreign partnership or a foreign intermediary.

The withholding tax does not apply to dividends paid to a non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States). Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. holder were a United States person (as defined in the Code). A non-U.S. holder treated as a corporation for U.S. income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate) with respect to its effectively-connected earnings and profits attributable to such dividends.

If you are a non-U.S. holder, you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an appropriate income tax treaty and the specific manner of claiming the benefits of the treaty.

The foregoing discussion is subject to the discussion below under “—FATCA withholding” and “—Information reporting and backup withholding”.

Gain on disposition of our Class A common stock

A non-U.S. holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of our Class A common stock unless:

• such gain is effectively connected with a trade or business of the non-U.S. holder in the United States, in which event such non-U.S. holder generally will be subject to U.S. federal income tax on such gain in substantially the same manner as a U.S. person (except as provided by an applicable tax treaty) and, if it is treated as a corporation for U.S. federal income tax purposes, may also be subject to a branch profits tax at a rate of 30% (or a lower rate if it is provided by an applicable tax treaty); or

• we are or have been a U.S. real property holding corporation, as defined in the Code, at any time within the five-year period preceding the disposition or the non-U.S. holder’s holding period, whichever period is shorter, and our Class A common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we are not, and we do not anticipate becoming, a U.S. real property holding corporation.

The foregoing discussion is subject to the discussion below under “—FATCA withholding” and “—Information reporting and backup withholding”.

FATCA withholding

Under the provisions of the Code and related U.S. Treasury guidance commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, a withholding tax of 30% will be imposed in certain circumstances on payments of (i) dividends on our Class A common stock and (ii) beginning after December 31, 2016, gross

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proceeds from the sale or other disposition of our Class A common stock. In the case of payments made to a “foreign financial institution” (such as a bank, a broker or an investment fund), as a beneficial owner or as an intermediary, this tax generally will be imposed, subject to certain exceptions, unless such institution (i) has agreed to (and does) comply with the requirements of an agreement with the United States, or an FFI Agreement, or (ii) is required by (and does comply with) applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction, or an IGA, in either case to, among other things, collect and provide to the U.S. tax authorities or other relevant tax authorities certain information regarding U.S. account holders of such institution. In the case of payments made to a foreign entity that is not a financial institution, the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification that it does not have any “substantial” U.S. owner (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) or that identifies its substantial U.S. owners. If our Class A common stock is held through a foreign financial institution that has agreed to comply with the requirements of an FFI Agreement, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments of dividends and proceeds described above made to (i) a person (including an individual) that fails to comply with certain information requests or (ii) a foreign financial institution that has not agreed to comply with the requirements of an FFI Agreement, unless such foreign financial institution is required by (and does comply with) applicable foreign law enacted in connection with an IGA. Each non-U.S. holder should consult its own tax advisor regarding the application of FATCA to the ownership and disposition of our Class A common stock.

Information reporting and backup withholding

Amounts treated as payments of dividends on our Class A common stock paid to a non-U.S. holder and the amount of any U.S. federal tax withheld from such payments generally must be reported annually to the IRS and to such non-U.S. holder by the applicable withholding agent.

The additional information reporting and backup withholding rules that apply to payments of dividends to certain U.S. persons generally will not apply to payments of dividends on our Class A common stock to a non-U.S. holder if such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected outside the United States through a non-U.S. office of a non-U.S. broker generally will not be subject to the information reporting and backup withholding rules that apply to payments to certain U.S. persons, provided that the proceeds are paid to the non-U.S. holder outside the United States. However, proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected through a non-U.S. office of a non-U.S. broker with certain specified U.S. connections or a U.S. broker generally will be subject to these information reporting rules (but generally not to these backup withholding rules), even if the proceeds are paid to such non-U.S. holder outside the United States, unless such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (for instance, by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption. Proceeds from the sale, exchange or other disposition of our Class A common stock by a non-U.S. holder effected through a U.S. office of a broker generally will be subject to these information reporting and backup withholding rules unless such non-U.S. holder certifies under penalties of perjury that it is not a U.S. person (for instance, by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

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Federal estate tax

Individual non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty benefit, our Class A common stock generally will be treated as U.S. situs property subject to U.S. federal estate tax.

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Shares eligible for future sale

Prior to this offering, there has been no market for our Class A common stock. Future sales of substantial amounts of our Class A common stock in the public market or the perception that such sales might occur could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

After completion of this offering and after giving effect to the offering reorganization, we will have shares of Class A common stock outstanding (assuming no exercise of the underwriters’ over-allotment option). All of the shares of Class A common stock sold in this offering, plus any shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act and except certain shares that will be subject to the lock-up period described below after completion of this offering. See “—Lock-up agreements”. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement. The shares of Class A common stock issuable to our Class B stockholders will be “restricted securities” as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. This rule is summarized below.

Rule 144

In general under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our Class A common stock for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. If such person has beneficially owned the shares proposed to be sold for at least one year, then that person is entitled to sell those shares without complying with any of the requirements of Rule 144. Persons who have beneficially owned restricted shares of our Class A common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our Class A common stock then outstanding; or

• the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our Class A common stock, the personal circumstances of the stockholder and other factors.

Class A common stock issuable upon exchange of Class B common units

After the completion of this offering,             Class B common units of Evolent Health LLC will be outstanding. We will enter into an exchange agreement with TPG and The Advisory Board, which are the existing holders of

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Class B common units. Pursuant to and subject to the terms of the exchange agreement and the third amended and restated operating agreement of Evolent Health LLC, holders of Class B common units, at any time and from time to time, may exchange one or more Class B common units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis. The amount of Class A common stock issued or conveyed will be subject to equitable adjustments for stock splits, stock dividends and reclassifications. See “The reorganization of our corporate structure—Third amended and restated operating agreement of Evolent Health LLC—Exchange agreement”. Upon the completion of this offering, we also intend to enter into a registration rights agreement with TPG and The Advisory Board as described below. If TPG and The Advisory Board exercised all their exchange and resale rights,             shares of Class A common stock would be issued to them and registered for resale (representing     % of the number of shares of our Class A common stock outstanding immediately after this offering assuming no exercise of the underwriters’ over-allotment option).

Registration rights agreement

Upon the completion of this offering, we intend to enter into a registration rights agreement with TPG, UPMC and The Advisory Board to register for sale under the Securities Act shares of our Class A common stock, including those delivered in exchange for Class B common units in the circumstances described above. Subject to certain conditions and limitations, this agreement will provide customary demand, piggyback and shelf registration rights to such investors. See “The reorganization of our corporate structure—Registration rights agreement”.

Stock options

            shares of Class A common stock are available for future option grants and restricted stock awards under our 2011 Equity Incentive Plan. We expect to reserve additional shares of our Class A common stock for issuance under our 2015 Omnibus Incentive Compensation Plan.

Upon the completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of Class A common stock issuable pursuant to our to be adopted incentive plan. Subject to Rule 144 volume limitations applicable to affiliates, shares registered under any registration statements will be available for sale in the open market, beginning 90 days after the date of this prospectus, except to the extent that the shares are subject to vesting restrictions with us or the contractual restrictions described below.

Rule 701

In general, under Rule 701 of the Securities Act, or Rule 701, as currently in effect, any of our directors, officers, employees, consultants or advisors who purchase shares of Class A common stock from us in connection with a compensatory stock or option plan or other written agreement in a transaction before the effective date of this offering, or who purchased shares of Class A common stock from us after that date upon the exercise of options granted before that date, in reliance on Rule 701 and complied with the requirements of Rule 701 will, subject to the lock-up restrictions described above, be eligible to resell such shares 90 days after the date of this prospectus in reliance on Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such person is an affiliate, such sale may be made under Rule 144 without compliance with its six-month minimum holding period, but subject to the other Rule 144 restrictions described above.

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Lock-up agreements

Our directors and executive officers, and certain of our stockholders representing     % in the aggregate of our outstanding Class A common stock and Class B common stock and certain of our optionholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Goldman, Sachs & Co., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, stockholders and optionholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock, in each subject to certain exceptions, as described in “Underwriting.”

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Underwriting

We are offering the shares of Class A common stock described in this prospectus through underwriters. J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of Class A common stock listed next to its name in the following table:

Name	Number of shares
J.P. Morgan Securities LLC
Goldman, Sachs & Co.
Total

The underwriters are committed to purchase all the shares of Class A common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer our shares of Class A common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $         per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to             additional shares of our Class A common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of our Class A common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of Class A common stock less the amount paid by the underwriters to us per share of our Class A common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ over-allotment option.

	Paid by us
	Without over-allotment exercise	With full over-allotment exercise
Per share	$	$
Total	$	$

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We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $        . We have agreed to reimburse the underwriters for expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority up to $        .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC on a registration statement under the Securities Act relating to, any shares of any class of common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of our common stock or any such other securities, or any membership interest in Evolent Health LLC, (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus, subject to certain exceptions, including:

(A) the shares of our common stock to be sold in this offering;

(B) any shares of our common stock issued upon the exercise or settlement of options granted under the 2011 Plan, the 2015 Plan and any other existing management incentive plans, provided that if the recipient of any such shares of our common stock has previously delivered a lock-up agreement to the underwriters, such shares of our common stock will be subject to such lock-up agreement;

(C) the grant by us of awards under the 2011 Plan, the 2015 Plan and any other existing management incentive plans as disclosed in this prospectus;

(D) transfers of our common stock as required by the offering reorganization;

(E) the filing of a registration statement on Form S-8 (or equivalent form) with the SEC in connection with an employee stock compensation plan or agreement described in this prospectus;

(F) the issuance of shares of our common stock or other securities (including securities convertible into our common stock) in connection with the acquisition by us or any of our subsidiaries of the securities, businesses, properties or other assets of another person or entity or pursuant to any employee benefit plan assumed by us in connection with any such acquisition; or

(G) the issuance of shares of our common stock or other securities (including securities convertible into shares of our common stock) in connection with joint ventures, strategic transactions or other commercial relationships (including issuances to current or prospective customers or partners);

provided that, in the case of clauses (F) and (G), the aggregate number of shares of our common stock will not exceed 7.5% of our issued and outstanding common stock on the closing date of this offering and any recipients of such shares of our common stock will deliver a lock-up agreement to the underwriters.

155

Our directors and executive officers, and certain of our stockholders representing     % in the aggregate of our outstanding Class A common stock and Class B common stock and certain of our optionholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Goldman, Sachs & Co., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, stockholders and optionholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our Class A common stock, in each case subject to certain exceptions, including:

(A) any shares of our common stock sold by such directors, executive officers, stockholders and optionholders in this offering;

(B) transfers of shares of our common stock as a bona fide gift;

(C) transfers of shares of our common stock or such other securities as a result of the operation of law through estate, other testamentary document or intestate succession;

(D) transfers of shares of common stock or such other securities to any immediate family member of such directors, executive officers, stockholders and optionholders or any trust for such person’s direct or indirect benefit or their immediate family member;

(E) distributions of shares of our common stock to the members, limited or general partners or stockholders of such directors, executive officers, stockholders and optionholders, their direct or indirect affiliates or other entities controlled or managed by them;

(F) transfers of our common stock or such other securities to us or any of our affiliates as required by the offering reorganization prior to the completion of this offering;

(G) transfers of shares of our common stock or other securities acquired in open market transactions after the completion of this offering;

(H) the exercise of stock options to purchase shares of our common stock and any related transfer to us of shares of our common stock deemed to occur upon the cashless exercise of such stock options or for the purpose of paying the exercise price of such stock options or for paying taxes (including estimated taxes) due as a result of the exercise of such stock options, provided that any such purchased shares will be subject to the restrictions described in the lock-up agreements;

(I) transfers to us of shares of our common stock or any security convertible into or exercisable for common stock in connection with the termination of service of an option to repurchase such shares; and

(J) in the case of one of our stockholders, transfers of shares of our common stock or such other securities to any investment fund controlled or managed by any affiliate of a certain affiliate or such stockholder and its affiliates;

156

provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (E), each donee or distributee will execute and deliver to the underwriters a lock-up agreement; and provided, further, that in the case of any transfer or distribution pursuant to clauses (B) through (J), no filing under the Exchange Act or other public announcement will be required or will be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day period referred to above). For purposes of the lock-up agreements, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin.

Nothing in the lock-up agreements will prohibit such directors, executive officers, stockholders and optionholders from transferring shares of our common stock pursuant to a liquidation, tender offer, merger, consolidation, stock exchange or similar transaction that results in all of our equity holders having the right to exchange their equity securities in us for cash, securities or other property; provided that if such transaction is not completed, any shares of our common stock or other equity securities subject to the lock-up agreements will remain subject to the lock-up restrictions.

Such directors, executive officers, stockholders and optionholders may, with our permission, establish a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act; provided that no sales or other transfers occur under such plan and no public disclosure of such plan will be required or will be made by any person during the 180-day period referred to above.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

We intend to apply to have our Class A common stock approved for listing/quotation on the NYSE under the symbol “EVH”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of Class A common stock in the open market for the purpose of preventing or retarding a decline in the market price of our Class A common stock while this offering is in progress. These stabilizing transactions may include making short sales of our Class A common stock, which involves the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in this offering, and purchasing shares of Class A common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our Class A common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of our Class A common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase Class A common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

157

These activities may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of our Class A common stock, and, as a result, the price of our Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors, including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly-traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for shares of our Class A common stock, or that the shares will trade in the public market at or above the initial public offering price.

Selling restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

United Kingdom

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

158

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), from and including the date on which the European Union Prospectus Directive (the “EU Prospectus Directive”) was implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

• in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression “EU Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or

159

sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term, as used in this prospectus means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Other relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, certain commercial banking, financial advisory, investment banking, investment management, investment research, principal investment, hedging, market making, brokerage and other services. Certain of the underwriters and their respective affiliates have provided in the past to us and our affiliates, and may provide from time to time in the future, a variety of these services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions.

In addition, from time to time, certain of the underwriters and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account or the account of customers, and hold on behalf of themselves or their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us, and may do so in the future. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

160

Legal matters

The validity of the issuance of the shares of Class A common stock offered hereby will be passed upon for us by Cravath, Swaine & Moore LLP, New York, New York. The underwriters have been represented by Davis Polk & Wardwell LLP, New York, New York.

Experts

The financial statements of each of Evolent Health LLC and Evolent Health Holdings, Inc. as of December 31, 2014 and 2013 and for each of the two years in the period ended December 31, 2014 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and its Class A common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto.

As a result of the offering, we will become subject to the informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.evolenthealth.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

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Index to financial statements

Evolent Health LLC
Report of independent registered public accounting firm	F-2
Balance sheets	F-3
Statements of operations and comprehensive loss	F-4
Statements of cash flows	F-5
Statements of changes in member’s equity and redeemable preferred units	F-6
Notes to financial statements	F-7
Evolent Health Holdings, Inc.
Report of independent registered public accounting firm	F-29
Balance sheets	F-30
Statements of operations and comprehensive income (loss)	F-31
Statements of cash flows	F-32
Statements of changes in shareholders’ equity (deficit) and redeemable preferred stock	F-33
Notes to financial statements	F-34

F-1

Report of independent registered public accounting firm

To the Board of Directors of Evolent Health LLC:

In our opinion, the accompanying balance sheets and the related statements of operations and comprehensive loss, of changes in members’ equity and redeemable preferred units and of cash flows present fairly, in all material respects, the financial position of Evolent Health LLC at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

March 2, 2015

F-2

Evolent Health LLC

Balance sheets

(in thousands, except share data)

	As of December 31,
	2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	15,134	$	67,891
Restricted cash		3,470		500
Accounts receivable (amounts related to affiliates: 2014—$4,386; 2013—$1,508)		9,477		10,520
Prepaid expenses and other current assets		2,218		1,381
Investments		26,419		—
Total current assets		56,718		80,292
Restricted cash		2,508		1,714
Restricted investments		—		2,352
Property, plant and equipment, net		22,774		14,291
Intangible assets, net		647		1,574
Other long term assets		1,657		1,752
Total assets	$	84,304	$	101,975
LIABILITIES, REDEEMABLE PREFERRED UNITS AND MEMBERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable (amounts related to affiliates: 2014—$572; 2013—$0)	$	7,694	$	1,976
Accrued liabilities (amounts related to affiliates: 2014—$4,316; 2013—$1,000)		18,178		10,288
Deferred revenue		23,256		16,374
Other current liabilities		901		684
Total current liabilities		50,029		29,322
Deferred rent		5,772		3,358
Other long term liabilities		—		—
Total liabilities		55,801		32,680
Commitments and Contingencies (See Note 9)
Redeemable Preferred Units
Series B redeemable preferred units—3,591,844 units issued and outstanding; liquidation value of $60,777 and $56,364 as of December 31, 2014 and 2013, respectively		15,734		38,251
Series B-1 redeemable preferred units—488,281 units authorized; 90,105 units issued and outstanding; liquidation value of $1,478 as of December 31, 2014; no units authorized, issued or outstanding as of December 31, 2013		—		—
Total redeemable preferred units		15,734		38,251
Members’ Equity
Series A preferred units—3,900,000 units authorized; 3,825,000 and 3,900,000 issued and outstanding; liquidation value of $48,218 and $45,994 as of December 31, 2014 and 2013, respectively		—		—
Series B preferred units—6,510,860 units authorized; 2,919,016 units issued and outstanding; liquidation value of $49,393 and $45,806 as of December 31, 2014 and 2013, respectively		12,769		31,044
Class A common units—1,011,871 and 956,506 units authorized, issued and outstanding as of December 31, 2014 and 2013, respectively		—		—
Series A preferred stock—$.001 par value, no units authorized, issued or outstanding; no liquidation value as of December 31, 2014 and 2013		—		—
Class A common stock – $.001 par value, no shares authorized, issued or outstanding as of December 31, 2014 and 2013		—		—
Additional paid-in-capital		—		—
Accumulated deficit		—		—
Total members’ equity		12,769		31,044
Total liabilities, redeemable preferred units and members’ equity	$	84,304	$	101,975

See accompanying notes to financial statements

F-3

Evolent Health LLC

Statements of operations and comprehensive income (loss)

(in thousands)

	For the years ended December 31,
	2014			2013
Revenues
Transformation(1)	$	36,289		$	34,560
Platform and operations(1)		64,599			5,721
Total revenues		100,888			40,281
Expenses
Cost of revenues (exclusive of depreciation and amortization presented separately below)(1)		73,122			46,327
Selling, general and administrative expenses(1)		76,521			24,103
Depreciation and amortization expenses		3,694			1,838
Total operating expenses		153,337			72,268
Operating income (loss)		(52,449	)		(31,987	)
Interest (income) expense, net		(195	)		820
Other (income) expense, net		9			(1	)
Income (loss) before income tax		(52,263	)		(32,806	)
Income tax expense (benefit)		—			8
Net income (loss) and comprehensive income (loss)	$	(52,263	)	$	(32,814	)
(1)Amounts related to affiliates included above are as follows (See Note 14):
Transformation	$	8,930		$	12,177
Platform and operations		28,847			5,000
Cost of revenues (exclusive of depreciation and amortization presented separately above)		14,488			1,935
Selling, general and administrative expenses		227			833

See accompanying notes to financial statements

F-4

Evolent Health LLC

Statements of cash flows

(in thousands)

	For the years ended December 31,
	2014			2013
Cash Flows from Operating Activities
Net income (loss)	$	(52,263	)	$	(32,814	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in accounts receivable		1,043			(8,649	)
Change in prepaid expenses and other current assets		(405	)		(1,046	)
Change in other long term assets		1,751			(1,718	)
Change in accounts payable		5,547			(227	)
Change in accrued liabilities		7,860			5,502
Change in deferred revenue		6,882			11,756
Change in other current liabilities		217			599
Change in deferred rent		2,414			3,358
Depreciation and amortization expense		3,694			1,838
Non-cash interest expense		—			829
Stock-based compensation expense		11,091			1,235
Other		48			45
Net cash provided by (used in) operating activities		(12,121	)		(19,292	)
Cash Flows from Investing Activities
Purchases of investments		(56,169	)		(74,401	)
Sales of investments		32,000			74,450
Purchases of property and equipment		(11,034	)		(10,965	)
Change in restricted cash		(3,576	)		(2,216	)
Net cash provided by (used in) investing activities		(38,779	)		(13,132	)
Cash Flows from Financing Activities
Proceeds from issuance of series B preferred units, net		—			72,163
Proceeds from issuance of series B-1 preferred units, net		961			—
Proceeds from issuance of convertible notes		—			23,000
Proceeds from issuance of common units		47			—
Payments of deferred offering costs		(1,365	)		—
Repurchase of series A preferred units		(1,500	)		(100	)
Net cash provided by (used in) financing activities		(1,857	)		95,063
Net increase (decrease) in cash and cash equivalents		(52,757	)		62,639
Cash and cash equivalents as of beginning-of-year		67,891			5,252
Cash and cash equivalents as of end-of-year	$	15,134		$	67,891
Supplemental Disclosure of Non-cash Investing and Financing Activities
Accrued property and equipment purchases	$	96		$	707
Conversion of accrued interest from convertible notes to equity		—			829
Conversion of convertible notes to equity		—			23,000
Non-cash settlement of accounts receivable through reacquisition of series A preferred stock		—			219
Non-cash settlement of accounts payable through issuance of class A common units		279			—
Non-cash issuance of series B-1 preferred units		593			—
Accrued deferred offering costs		196			—

See accompanying notes to financial statements

F-5

Evolent Health LLC

Statements of changes in members’ equity and redeemable preferred units

(in thousands)

	Series B redeemable preferred units					Series B-1 redeemable preferred units					Total redeemable preferred units			Series A preferred units					Series B preferred units						Class A common units						Series A preferred stock						Class A common stock					Additional paid- in-capital			Accumulated deficit			Total members’ equity
	Units		Amount			Units		Amount						Units			Amount		Units			Amount			Units			Amount			Shares			Amount			Shares			Amount
Balance as of December 31, 2012		—	$	—			—	$	—			—			—		$	—		—		$	—			—		$	—			3,950		$	4			943		$	—	$	25,780		$	(20,583	)	$	5,201
Repurchase of preferred stock		—		—			—		—			—			—			—		—			—			—			—			(50	)		—			—			—		(319	)		—			(319	)
Issuance of restricted stock prior to reorganization		—		—			—		—			—			—			—		—			—			—			—			—			—			15			—		—			—			—
Stock-based compensation expense prior to reorganization		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—		92			—			92
Net income (loss) prior to reorganization		—		—			—		—			—			—			—		—			—			—			—			—			—			—			—		—			(21,982	)		(21,982	)
Issuance of series B preferred units, net of expenses		—		—			—		—			—			—			—		6,511			95,992			—			—			—			—			—			—		—			—			95,992
Reorganization to limited liability company		—		—			—		—			—			3,900			—		—			(17,009	)		958			1			(3,900	)		(4	)		(958	)		—		(25,553	)		42,565			—
Forfeiture of restricted stock		—		—			—		—			—			—			—		—			—			(2	)		—			—			—			—			—		—			—			—
Stock-based compensation expense subsequent to reorganization		—		—			—		—			—			—			—		—			—			—			1,143			—			—			—			—		—			—			1,143
Allocation of net income (loss) subsequent to reorganization		—		—			—		—			—			—			—		—			(9,688	)		—			(1,144	)		—			—			—			—		—			—			(10,832	)
Reclassification to redeemable units		3,592		38,251			—		—			38,251			—			—		(3,592	)		(38,251	)		—			—			—			—			—			—		—			—			(38,251	)
Balance as of December 31, 2013		3,592		38,251			—		—			38,251			3,900			—		2,919			31,044			956			—			—			—			—			—		—			—			31,044
Stock-based compensation expense		—		—			—		—			—			—			—		—			—			—			11,091			—			—			—			—		—			—			11,091
Repurchase of preferred units		—		(828	)		—		—			(828	)		(75	)		—		—			(672	)		—			—			—			—			—			—		—			—			(672	)
Issuance of series B-1 preferred units, net of expenses		—		—			90		1,554			1,554			—			—		—			—			—			—			—			—			—			—		—			—			—
Forfeiture of restricted stock		—		—			—		—			—			—			—		—			—			(12	)		—			—			—			—			—		—			—			—
Issuance of common units to Evolent Holdings		—		—			—		—			—			—			—		—			—			3			47			—			—			—			—		—			—			47
Non-cash issuance of common units to
Evolent Holdings		—		—			—		—			—			—			—		—			—			65			279			—			—			—			—		—			—			279
Net income (loss)		—		(21,689	)		—		(1,554	)		(23,243	)		—			—		—			(17,603	)		—			(11,417	)		—			—			—			—		—			—			(29,020	)
Balance as of December 31, 2014		3,592	$	15,734			90	$	—		$	15,734			3,825		$	—		2,919		$	12,769			1,012		$	—			—		$	—			—		$	—	$	—		$	—		$	12,769

See accompanying notes to financial statements

F-6

Evolent Health LLC

Notes to financial statements

1. Organization

Evolent Health LLC (“Evolent LLC” or the “Company” which also may be referred to as “we,” “our” or “us”) is a managed services firm that supports integrated health systems in their migration toward value-based care and population health management. The Company’s services include providing customers with a robust population management platform, integrated data and analytics capabilities, pharmacy benefit management services and comprehensive health plan administration services. Together these services enable health systems to manage patient health in a more cost-effective manner without sacrificing quality. The Company’s contracts are structured as a combination of advisory fees, monthly member service fees and gain-sharing incentives. The Company’s headquarters is located in Arlington, Virginia.

The Company was originally organized as a corporation in August 2011 and was capitalized through contributions of cash and intangible assets in exchange for preferred stock. At the time of the formation, the founding investors, The Advisory Board Company (“The Advisory Board”) and UPMC (“University of Pittsburgh Medical Center “), each contributed $10 million in cash to the Company. In addition, UPMC contributed a $3 million software license for use and resale by the Company as part of its service offerings. Each party also contributed various other items, such as a business plan, and entered into various agreements with the Company, such as reseller agreements. Each of these other contributions were determined to have no material value at the date of contribution and the agreements reflected terms consistent with a marketplace participant.

On September 23, 2013, the Company undertook a reorganization (the “Reorganization”) in which Evolent Health Holdings, Inc. (“Evolent Holdings”) was formed and the existing company (Evolent Health Inc. or “Evolent, Inc.”) converted into a limited liability company. Following the conversion of Evolent, Inc. into a limited liability company, the Company completed the issuance of $100 million of series B preferred units to new and existing investors. There are certain rights and preferences related to the series B preferred units set forth in the Company’s limited liability company agreement and a Master Investors’ Rights Agreement between the investors. This transaction and these rights and preferences are further discussed in Note 4.

Since its inception, the Company has incurred substantial losses and cash outflows from operations. Failure to generate sufficient revenue and income could have a material adverse effect on the Company’s ability to achieve its business objectives. The Company has financed its operations through the issuance of preferred units. The Company believes it has sufficient liquidity for the next 12 months as of December 31, 2014.

2. Basis of presentation and summary of significant accounting policies

Basis of presentation

The accompanying financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”). Our GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows are summarized below.

Summary of significant accounting policies

Accounting estimates and assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets

F-7

Evolent Health LLC

Notes to financial statements

and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require use of estimates are: revenue recognition, impairment of long lived assets, common stock valuation, stock-based incentive compensation, income taxes and the potential effects of resolving litigated matters.

Fair value measurement

Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk, which would include our own credit risk. Our estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). Pursuant to the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), we categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined as follows:

• Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

• Level 2—inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies;

• Level 3—inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

Assets and liabilities measured at fair value on a nonrecurring basis

The Company measures certain assets and liabilities, including property and equipment and intangible assets, at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be impaired. As of December 31, 2014 and 2013, no assets or liabilities were remeasured at fair value subsequent to their initial recognition.

Cash and cash equivalents

Cash and cash equivalents are carried at cost, which approximates fair value, and include cash on hand, deposits in banks and money market funds with an original maturity of three months or less.

F-8

Evolent Health LLC

Notes to financial statements

Restricted cash

Restricted cash is carried at cost, which approximates fair value, and includes $3.7 million in letters of credit for facility leases, $2.2 million in collateral with a financial institution for certain services that the financial institution provides to the Company and other restricted balances as of December 31, 2014.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s contracts typically include installment payments that do not necessarily correlate to the pattern of revenue recognition. Accounts receivable and the corresponding deferred revenue amounts are recorded when amounts are contractually billable under long-term member service agreements. In assessing the valuation of the allowance for doubtful accounts, management reviews the collectability of accounts receivable in aggregate and on an individual account basis. Any accounts that are determined to be uncollectible are written off against the allowance. The allowance is adjusted periodically based on management’s determination of collectability. As of December 31, 2014 and 2013, the Company has not recorded an allowance for doubtful accounts as all amounts due were deemed collectible.

Investments and restricted investments

Investments include marketable securities with original maturities greater than three months.

As of December 31, 2014, the Company’s investments included U.S. agency obligations, treasury bills and certificates of deposit. As of December 31, 2013, the Company’s investments included treasury bills and certificates of deposit. The Company’s investments are classified as held-to-maturity and are carried at amortized cost. New investments are expected to be invested in similar securities where there is minimal exposure to value changes for the Company.

Property and equipment

Property and equipment are carried at cost less allowances for depreciation and amortization. Provisions for depreciation and amortization of property and equipment owned for company use are computed on the straight-line method over the estimated useful lives of the assets, which include furniture and equipment, computers, software development costs and leasehold improvements. The following summarizes the estimated useful lives by asset classification:

Furniture and equipment	3 years
Computer hardware	3 years
Software development costs	3 to 5 years
Leasehold improvements	Shorter of useful life or remaining lease term

When an item is sold or retired, the cost and related accumulated depreciation or amortization is eliminated and the resulting gain or loss, if any, is recorded in the Statements of Operations and Comprehensive Income (Loss).

We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying

F-9

Evolent Health LLC

Notes to financial statements

amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value.

Software development costs

The Company capitalizes certain software development costs, consisting primarily of personnel and related expenses for employees and third parties who devote time to their respective projects. Internal-use software costs are capitalized during the application development stage—when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Capitalized software costs are included in property and equipment on the Balance Sheets. Amortization of internal-use software costs begins once the project is substantially complete and the software is ready for its intended purpose. These capitalized costs are amortized on a straight-line basis over their estimated useful life. Expenditures during the research and development phase are expensed as incurred. General and administrative departmental costs, training, maintenance costs and customer support are also expensed as incurred.

Identifiable intangible assets

Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used.

Leases

The Company leases all of its office space and enters into various other operating lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. The operating lease agreements may contain tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, the Company records a deferred rent asset or liability on the balance sheets equal to the difference between the rent expense and future minimum lease payments due. The rent expense related to these items is recognized on a straight-line basis in the Statements of Operations and Comprehensive Income (Loss) over the terms of the leases. As of December 31, 2014, the Company had not entered into any capital leases.

Deferred revenue

Deferred revenue consists of billings or payments received in advance of providing the requisite services or other instances where the revenue recognition criteria have not been met. Our transformation revenues are recognized based on proportionate performance and we typically bill based on a fixed invoicing schedule which gives rise to deferred revenue when the pace of work performed is slower than the rate at which we bill. Our platform and operations revenues are recognized in the month in which services are rendered and we typically bill in advance of the service period which similarly gives rise to deferred revenue.

F-10

Evolent Health LLC

Notes to financial statements

Commitments and contingencies

Contingencies arising from litigation, fines, penalties and other sources are recorded when deemed probable and reasonably estimable.

Revenue recognition

Revenue from the Company’s services is recognized when there is persuasive evidence of an arrangement, delivery has taken place, revenue is fixed or determinable and collectability of the associated receivable is reasonably assured.

Pursuant to the accounting rules for arrangements with multiple deliverables, we evaluate each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (i) if the delivered item has value to the customer on a standalone basis, and (ii) if the contract includes a general right of return relative to the delivered item, and delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. Revenue is then allocated to the units of accounting based on each unit’s relative selling price.

The Company enters into different types of contracts with its partners depending on where the partner may be in its transition towards value based care. The contracts generally have multiple deliverables; however, typically there is only one unit of accounting because the deliverables do not have standalone value. The Company’s contracts may include the delivery of a combination of one or more of the Company’s service offerings. In these situations, the Company determines whether such arrangements with multiple service offerings should be treated as separate units of accounting based on how the elements are bid or negotiated, whether the customer can accept separate elements of the arrangement and the relationship between the pricing on the elements individually and combined. Because of the unique nature of the Company’s services, neither vendor specific objective evidence nor third-party evidence is available. Therefore, the Company utilizes best estimate of selling price to allocate arrangement consideration in multiple element arrangements. As of December 31, 2014, blueprint contracts have required allocation to the units of accounting as discussed further below. In addition one contract with multiple deliverables for transformation and platform and operations services was executed during 2014 and we allocated value based upon the best estimate of selling price.

Revenue recognition—transformation

The Company enters into two different types of contracts during the transformation phase: blueprint contracts and implementation contracts. Blueprint contracts are fee-for-service, where the Company provides a strategic assessment for its partners in exchange for a fixed fee that is paid over the term of the engagement. The Company recognizes revenue associated with blueprint contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contracts is not reflective of the value of the contract delivered each period. These contracts may contain credits for fees related to signing a future long term agreement by a certain date. The credits are assessed to determine whether they reflect significant and incremental discounts compared to discounts in the original blueprints. If discounts are significant and incremental, the Company allocates the discount between the blueprint contract and future purchases. If the future credit expires unused, it is recognized as revenue at that time.

F-11

Evolent Health LLC

Notes to financial statements

Based on the strategic assessment generated in a blueprint contract, a partner may decide to move forward with a population health or health plan strategy. In these cases, the partner enters into an implementation contract in which the Company provides services related to the launch of this strategy. These contracts last twelve to fifteen months and are typically fixed fee in nature. The Company recognizes revenue associated with implementation contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contracts is not reflective of the value of the contract delivered each period. Billings associated with these contracts are typically scheduled in installments over the term of the agreement.

Revenue recognition—platform and operations

After the transformation phase, the Company enters into multi-year service contracts with the partners where various population health, health plan operations and pharmacy benefit management services are provided on an ongoing basis to the members of the Company’s partners’ plans in exchange for a monthly service fee. Members are individuals that are covered by the respective member service contracts and typically include the partners’ employees and its customers. Revenue from these contracts is recognized in the month in which the services are delivered. In some cases, there is an “at risk” portion of the service fee that could be refunded to the partner if certain service levels are not attained. The Company monitors its compliance with service levels to determine whether a refund will be provided to the partner and records an estimate of these refunds. To date the Company’s history is limited for these contracts; therefore, the full potential refund is deferred until all obligations are met.

Cost of revenues

The Company’s cost of revenue includes the cost of products and services. These costs consist primarily of employees, contract and consulting services and their associated expenses, which are directly attributable to clinical and field operations and analysis.

Selling, general and administrative expenses

Selling, general and administrative expenses include expenses for corporate overhead and business development activities. The Company did not incur any advertising expense for the years ended December 31, 2014 and 2013.

Stock-based compensation

The Company’s employees are granted stock-based awards in Evolent Holdings and the Company is contractually required to issue a similar amount and class of membership equity to Evolent Holdings, in accordance with the Company’s Amended and Restated Operating Agreement. As discussed in Note 10, prior to the Reorganization, stock-based compensation followed an employee model as the awards were granted in the stock of the Company to employees of the Company. Subsequent to the Reorganization, the stock-based compensation awards are granted in the stock of the Company’s equity-method investor, Evolent Holdings, to employees of Evolent LLC. As such, Evolent LLC is required to utilize a non-employee model for recognizing stock-based compensation, which requires the awards to be marked-to-market through net income at the end of each reporting period until vesting occurs.

F-12

Evolent Health LLC

Notes to financial statements

We expense the fair value of stock awards included in our incentive compensation plans. As of the date our stock awards are approved, the fair value of stock options is determined using a Black-Scholes options valuation methodology. The fair value of the awards is expensed over the performance or service period, which generally corresponds to the vesting period, and is recognized as an increase to common units in members’ equity.

Income taxes

On September 23, 2013, the Company underwent a legal entity and tax restructuring pursuant to which the Company’s federal and state income tax status and classification changed from a corporation, subject to federal and state income taxes, to a partnership, whereby the Company’s members are responsible for reporting income or loss based on such member’s respective share of the Company’s income and expenses as reported for tax purposes. As a result of this restructuring, the Company ceased recognizing all of its federal and state deferred tax assets and liabilities as of September 23, 2013.

3. Recently issued accounting standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, in order to clarify the principles of recognizing revenue. This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods or services in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. The FASB defines a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligation. By completing all five steps of the process, the core principles of revenue recognition will be achieved. The amendments in the standard are effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited. We will adopt the requirements of this standard effective January 1, 2017, and are currently evaluating the impact of the adoption on our consolidated financial condition and results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). This standard requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards by requiring an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. This standard is effective beginning with the first annual period ending after December 15, 2016, and for all annual and interim periods thereafter. Early application is permitted. The Company does not expect this standard to have an impact on the Company’s financial statements or related disclosures.

4. Members’ equity and redeemable preferred units

Reorganization

On September 23, 2013, Evolent, Inc. completed a corporate reorganization in connection with a new round of equity financing (the “series B financing”). Evolent, Inc.’s reorganization included the creation of Evolent Holdings and the conversion of Evolent, Inc. into Evolent LLC, a limited liability company that is treated as a partnership for tax purposes. Each share of Evolent, Inc.’s capital stock outstanding immediately prior to the

F-13

Evolent Health LLC

Notes to financial statements

Reorganization was exchanged for a share of the capital stock of Evolent Holdings of the same class or series and with substantially similar rights, preferences, privileges, restrictions and limitations. Evolent LLC then issued to Evolent Holdings a like number of membership units of the same class or series and with substantially similar rights, preferences, privileges, restrictions and limitations, as the shares of capital stock issued by Evolent Holdings to the former shareholders of Evolent, Inc. This reorganization represented a transaction among entities with a high degree of common ownership as, both prior and subsequent to the Reorganization, the shareholders held the same economic and voting interests in Evolent LLC (through their respective ownership interests in Evolent Holdings) that they previously held in Evolent, Inc. The conversion of Evolent, Inc. into Evolent LLC represents a conversion from a taxable entity into an entity that is not separately taxable and is treated as a pass-through to its members. The conversion from a “C” corporation to an LLC was treated as a discrete transaction in these financial statements.

As of the date of the Reorganization, the existing stockholders’ deficit of Evolent, Inc. was allocated to the members of Evolent LLC based upon the rights and preferences of the membership units representing each member’s investment, and determined in accordance with Evolent’s Amended and Restated Operating Agreement (the “LLC Agreement”). The allocation of profits and losses to the members of Evolent are to be made in accordance with the terms of the LLC Agreement. Profits are allocated to the members’ capital accounts based on the hypothetical liquidation at book value basis of accounting which allocates profits and losses to the members based upon the value that would accrue to each member at each period end based upon a theoretical liquidation at book value at that time.

Capital structure

Subsequent to the Reorganization, the Company has the authority to issue common units, series A preferred units, series B preferred units, and series B-1 preferred units. As discussed in “Right to sell by significant securityholders” below, certain preferred units are redeemable by significant securityholders, not to exceed the value of the preferred units held by the significant securityholder with the largest number of units. Additionally, as discussed further in “Redemption of series B-1 preferred units” below, certain preferred units are redeemable. These amounts have been classified as redeemable preferred units.

Common units

As of December 31, 2014 and 2013, the Company’s LLC Agreement authorizes the Company to issue common units equal to the number of shares of common stock of Evolent Holdings outstanding immediately following the Reorganization, plus an additional number of common units as may be issued in accordance with the terms of the LLC Agreement and the Master Investor Rights’ Agreement.

Series A preferred units

The outstanding series A preferred units were issued to Evolent Holdings in the Reorganization.

In August 2013, prior to the Reorganization, Evolent, Inc. repurchased 50,000 shares of series A preferred stock from a customer for $0.1 million in cash and the forgiveness and discharge by the Company of $0.2 million in amounts due under a contract with the customer.

In July 2014, Evolent Holdings repurchased 75,000 shares of series A preferred stock from a customer for an aggregate purchase price of $1.5 million. Evolent LLC repurchased 75,000 shares of series A preferred units from Evolent Holdings for the same value.

F-14

Evolent Health LLC

Notes to financial statements

Series B preferred units

In September 2013, the Company entered into the Series B Preferred Security Purchase Agreement, which authorized the issuance of 6,510,860 series B preferred units, all of which were issued and outstanding as of December 31, 2014 and 2013. The series B preferred units were issued in September 2013 in exchange for cash proceeds of $76.2 million and the conversion of $23.8 million of convertible notes issued by Evolent Health, Inc., including accrued interest of $0.8 million. Of the outstanding series B preferred units, 1,616,844 are held by Evolent Holdings and the remaining units were issued to The Advisory Board and TPG Growth II, LP (“TPG”).

Series B-1 preferred units

In January 2014, Evolent Holdings issued 65,105 shares of series B-1 preferred stock to a customer of Evolent LLC for aggregate proceeds of $1.0 million paid to Evolent LLC. Evolent LLC issued 65,105 series B-1 preferred units to Evolent Holdings in exchange for these shares.

In July 2014, Evolent Holdings issued 25,000 shares of series B-1 preferred stock for zero consideration to a customer of Evolent LLC. Evolent LLC issued 25,000 series B-1 preferred units to Evolent Holdings in exchange for these shares. This stock, valued at $0.6 million, is reflected as a deferred asset on our Balance Sheets and is being recognized as a reduction to revenue over the term of the related customer’s contract, as it represents an inducement related to the entire value of the revenue contract. The value of the stock was based upon a contemporaneous valuation.

Master Investors’ rights agreement

In connection with the Reorganization, the Investors’ Rights Agreement by and among Evolent, Inc. and certain of its shareholders was amended, restated and renamed as the Master Investors’ Rights Agreement. The Master Investors’ Rights Agreement was entered into on September 23, 2013, by the Company, Evolent Holdings, and the shareholders and members of each of the Company and Evolent Holdings. The Master Investors’ Rights Agreement provides that the Company’s Board of Directors shall initially consist of seven members, including two designees of UPMC, two designees of The Advisory Board, two designees of TPG and the Chief Executive Officer. The Master Investors’ Rights Agreement grants to UPMC, The Advisory Board and TPG the right to purchase their respective pro rata portions of certain offers of new equity securities by Evolent Holdings, and establishes certain conditions and restrictions on the transferability of Evolent Holdings’ capital stock.

Preferred unit rights and preferences

In accordance with the Company’s LLC Agreement, holders of preferred units are entitled to the following rights and preferences:

Liquidation preference

In the event of any voluntary or involuntary liquidation or winding up of the Company (the “Liquidation Event”), distribution shall be made as follows:

First, to the holders of series B preferred units, pro rata in proportion to the number of series B preferred units held by such holders, until the holders of such series B preferred units receive in respect of each series B preferred unit held by them, the adjusted series B liquidation preference amount;

F-15

Evolent Health LLC

Notes to financial statements

Second, to the holders of series A preferred units, pro rata in proportion to the number of series A preferred units held by such holders, until the holders of such series A preferred units receive in respect of each series A preferred unit held by them, the adjusted series A liquidation preference amount;

Third, to the holders of series B-1 preferred units, pro rata in proportion to the number of series B-1 preferred units held by such holders, until the holders of such series B-1 preferred units receive in respect of each series B-1 preferred unit held by them, the adjusted series B-1 liquidation preference amount;

Fourth, to the holders of common units, pro rata in proportion to the number of common units held by such holders.

As of December 31, 2014, the aggregate liquidation preference in respect of the series B, series A, and series B-1 preferred units were $110.2 million, $48.2 million and $1.5 million respectively.

Voting rights

The holders of preferred units vote together with holders of common units as a single class upon all matters submitted to a vote of members. Each preferred unit is entitled to the number of votes equal to the number of common units into which the preferred unit is at the time convertible.

Optional conversion

Each preferred unit is convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and non-assessable common units as determined by dividing the original issue price of the preferred unit by the applicable conversion price (initially $10.00 per unit for series A and $15.36 per unit for series B and series B-1). The conversion price is subject to certain adjustments in accordance with the LLC Agreement; however, there have been no adjustments to date.

Mandatory conversion

Each preferred unit shall automatically convert into that number of common units as is determined by dividing the original issue price of the preferred unit by the applicable conversion price, upon the occurrence of either the agreement of the holders of at least 75% of the then outstanding preferred units voting together as a single class, or the closing of the sale of Evolent Holdings’ common stock (or a successor in interest to the Company) in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, in which the gross cash proceeds to Evolent Holdings (before deduction of underwriting discount, commissions and expenses of sale) are at least $75 million and the price per share paid by the public for common stock of Evolent Holdings is at least three times the original series B issue price.

Right to sell by significant securityholders

If any time after September 23, 2018, but before September 23, 2020, any significant securityholder (i.e., The Advisory Board, UPMC or TPG) wishes to pursue a sale of the Company, and neither of the other significant securityholders (the “remaining significant securityholders”) wishes to pursue the sale process, then the selling significant securityholder shall have the right to sell and the remaining significant securityholders may purchase (or cause the Company to purchase) the units of the selling significant securityholder at the then fair

F-16

Evolent Health LLC

Notes to financial statements

value. This right applies to series A and series B preferred units. This provision provides that in certain circumstances two of the three significant securityholders can cause the Company to repurchase the selling significant securityholder’s units. As such, these shares are classified as mezzanine equity on the balance sheets. However, as the maximum number of units that the Company can be obligated to repurchase by the remaining significant securityholders is the number of units held by the significant securityholder that holds the largest number of units, this is the amount that is presented in mezzanine equity.

Redemption of series B-1 preferred units

The series B-1 preferred units contain a purchaser-initiated redemption that states that under certain circumstances the purchaser may force the redemption of the preferred units to the Company. As this event is not solely within the control of the Company, these preferred units are presented in mezzanine equity.

Dividends and distributions

The holders of preferred units are entitled to receive a preferred return for each outstanding preferred unit payable in preference and priority to the payment of distributions on common units. The preferred return accrues on a daily basis at a rate of 8% per annum from the original issuance date (and in the case of the series A preferred units, from the date of the original issuance of shares of series A preferred stock by Evolent Health, Inc.). All accrued but unpaid preferred returns are payable when, as and if declared by the Board of Directors or upon the occurrence of a liquidation event. As of December 31, 2014, holders of preferred units have an aggregate accrued and unpaid preferred return in respect of the series B, series A and series B-1 preferred units of $10.2 million, $10.0 million and $0.1 million, respectively.

Allocation of profits and losses

The allocation of profits and losses to the members are based on the hypothetical liquidation at book value basis of accounting which allocates profits and losses to the shareholders based upon the value that would accrue to each shareholder at each period end based upon a theoretical liquidation at book value at that time. In accordance with the LLC Agreement, profits and losses for each year shall be allocated among the members in a manner such that the capital account balance of each such member for each class or series of units held by the member, immediately after making such allocation and after taking into account amounts specially allocated pursuant to the LLC Agreement, is as nearly as possible (limited to the amounts of profit and losses available for allocation), on a proportionate basis equal to (a) the distributions that would be made to such member with respect to each class or series of units held by the member, if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the book value of the assets securing such liability), and the net assets of the Company were distributed in accordance with the LLC Agreement to the members immediately after making such allocation, minus (b) such member’s share of the Company’s minimum gain (as defined in the LLC agreement) and such member’s share of nonrecourse debt minimum gain (as defined in the LLC agreement).

In accordance with the LLC Agreement, distributions (other than distributions in order to satisfy the income tax liabilities of the members) shall be made as follows: (i) first to the holders of series B preferred units, until such holders have received an amount per series B unit equal to $1.23 per annum, calculated from the date of issuance of each such unit (the “series B preferred return”), then (ii) to the holders of series A preferred units,

F-17

Evolent Health LLC

Notes to financial statements

until such holders have received an amount per series A unit equal to $0.80 per annum, calculated from the date of issuance by Evolent Holdings of the corresponding share of series A preferred stock (the “series A preferred return”), then (iii) to the holders of series B preferred units, until such holders have received an amount equal to the series B liquidation preference, then (iv) to the holders of series A preferred units, until such holders have received an amount equal to the series A liquidation preference, then (v) to the holders of series B-1 preferred units until such holders have received an amount per unit equal to $1.23 per annum, calculated from the date of issuance of each such unit (the “Series B-1 Preferred Return”), then (vi) to the holders of series B-1 preferred units, until such holders have received an aggregate amount equal to the original issue price of the series B-1 preferred units, then (vii) to the holders of common units, until such holders have received an amount equal to the series A liquidation preference, then (viii) to the holders of series A preferred units and common units, until such holders have received, an aggregate amount equal to the series B liquidation preference, and then (ix) to the holders of preferred units and common units pro rata based upon the number of units held by each such holder.

Issuance of common unit instrument to UPMC

The Company issued a contingent instrument to UPMC as a part of a reseller, services and non-competition. In the event that certain revenue targets related to the agreement are not met during the period commencing August 31, 2011, and ending August 30, 2015, the Company must issue up to 250,000 common units to make up for the shortfall. This is considered a financial instrument that is revalued each period. Based upon the probability of meeting the revenue targets set forth in the agreement, it has been determined that the fair value of the financial instrument was zero as of December 31, 2014 and 2013. The Company reevaluates the value of the financial instrument each reporting period.

Capital structure prior to reorganization

Prior to the Reorganization, the Company was a “C” Corporation authorized to issue Series A Preferred Stock and Common Stock. The rights and preferences related to these shares were consistent with that of the membership units above, except for the rights described in “Right to sell by significant securityholders” described above.

5. Debt

During the period from January 2013, through September 2013, interim funding was provided to the Company from existing investors in the form of convertible term notes bearing interest at a rate of 8% per annum, with such interest accruing on a daily basis and compounded annually. The total outstanding principal amount of the interim funding provided was $23.0 million. Total interest expense and accrued interest associated with these convertible notes was $0.8 million. On the closing of the series B financing on September 23, 2013, the convertible notes and accrued interest were converted into series B preferred units or shares of series B preferred stock, as applicable, on a dollar for dollar basis. As of December 31, 2014 and 2013, there was no outstanding debt.

F-18

Evolent Health LLC

Notes to financial statements

6. Investments

The following summarizes our investments (in thousands):

	As of December 31, 2014
	Amortized costs		Gross unrealized gains		Gross unrealized losses		Fair value
U.S. agency obligations	$	24,069	$	—	$	4	$	24,065
Certificates of deposits		1,750		—		—		1,750
U.S. Treasury bills		600		—		—		600
Total investments	$	26,419	$	—	$	4	$	26,415

	As of December 31, 2013
	Amortized costs		Gross unrealized gains		Gross unrealized losses		Fair value
Certificates of Deposits	$	1,750	$	—	$	—	$	1,750
U.S. Treasury bills		602		—		—		602
Total investments	$	2,352	$	—	$	—	$	2,352

U.S. agency obligations, certificates of deposit and U.S. Treasury bills

U.S. agency obligations, certificates of deposit and U.S. Treasury bills are classified as held-to-maturity based on the maturity dates and intent to hold. As of December 31, 2013, the Company held these investments to secure a letter of credit related to its leased space. There were no identified events or changes in circumstances that had a significant adverse effect on the values of these investments. If there was evidence of a decline in value, which is other than temporary, the amounts would be written down to their estimated recoverable value.

Contractual maturities

The contractual maturities of our held-to-maturity U.S. agency obligations, certificates of deposits and U.S. Treasury bills (in thousands) were as follows:

	As of December 31,
	2014				2013
	Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	$	26,419	$	26,415	$	—	$	—
Due after one year		—		—		2,352		2,352
Total	$	26,419	$	26,415	$	2,352	$	2,352

F-19

Evolent Health LLC

Notes to financial statements

7. Property and equipment

The following summarizes our property and equipment (in thousands):

	As of December 31,
	2014			2013
Leasehold improvements	$	8,246		$	5,852
Furniture and equipment		2,419			1,589
Computer hardware and software		756			593
Internal use software		15,337			7,594
Total property and equipment		26,758			15,628
Accumulated depreciation and amortization		(3,984	)		(1,337	)
Total property and equipment, net	$	22,774		$	14,291

The Company includes capitalized internal-use software development costs in property and equipment. The Company capitalized $7.7 million and $7.6 million of these software development costs for the years ended December 31, 2014 and 2013, respectively. The net book value of capitalized internal use software development costs was $14.2 million and $7.5 million as of December 31, 2014 and 2013, respectively.

Depreciation expense related to property and equipment was $2.7 million and $1.2 million for the years ended December 31, 2014 and 2013, respectively, of which amortization expense related to capitalized internal-use software development costs was $1.0 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively.

8. Intangible assets

UPMC contributed to the Company a software license for use and resale as part of its service offerings valued at $3.0 million and a five year useful life. The Company utilized the contributed software for its ongoing customers while also developing a proprietary platform, Identifi^®. The new platform went live in October 2014 at which time the Company estimated that all customers would be migrated to the new platform by April 2015. In order to appropriately reflect the change in use of the contributed software, the Company revised the expected useful life of the contributed software license to conclude in April 2015. Details of our intangible asset (in thousands) are presented below:

	As of December 31, 2014							As of December 31, 2013
	Gross carrying amount		Accumulated amortization			Net carrying value		Gross carrying amount		Accumulated amortization			Net carrying value
Software	$	2,952	$	(2,305	)	$	647	$	2,952	$	(1,378	)	$	1,574

Amortization expense related to intangible assets for the years ended December 31, 2014 and 2013, was $0.9 million and $0.6 million, respectively. As of December 31, 2014, $0.6 million remained to be amortized during 2015.

F-20

Evolent Health LLC

Notes to financial statements

9. Commitments and contingencies

Revenue guarantees

UPMC reseller agreement

The Company and UPMC are parties to a Reseller, Services and Non-Competition Agreement, dated August 31, 2011 (the “Original UPMC Reseller Agreement”), which was amended and restated by the parties on June 27, 2013 (as so amended, the “UPMC Reseller Agreement”). Under the terms of the UPMC Reseller Agreement, UPMC has appointed the Company as a non-exclusive reseller of certain services, subject to certain conditions and limitations specified in the UPMC Reseller Agreement. If the Company fails to generate minimum revenue for UPMC as a result of the provision of services during the four year period ending August 31, 2015, UPMC shall be entitled to receive, for no consideration, up to 250,000 common units, based on a formula set forth in the UPMC Reseller Agreement. In consideration for the Company’s obligations under the UPMC Reseller Agreement and subject to certain conditions described therein, UPMC has agreed not to sell certain products and services directly to the Company’s customers and top prospects. As of December 31, 2014, the Company expected to surpass the minimum revenue threshold under this agreement by the first quarter 2015.

The Advisory Board Company reseller agreement

The Company and The Advisory Board are parties to a Services, Reseller, and Non-Competition Agreement, dated August 31, 2011 (the “Original Advisory Board Reseller Agreement”), which was amended and restated by the parties on June 27, 2013 (as so amended, the “Advisory Board Company Reseller Agreement”). Under the terms of the Advisory Board Company Reseller Agreement, The Advisory Board shall provide certain services to the Company on an as-requested basis. The Company met its obligation to purchase $0.2 million during the first year of the agreement. In addition, The Advisory Board has a right of first offer to provide certain specified services during the term of the Agreement. Lastly, under the Advisory Board Company Reseller Agreement, the Company and The Advisory Board agreed to forego the establishment of a Value-Based Care Innovation Center (the “Center”), which had been contemplated by the Original The Advisory Board Reseller Agreement and pursuant to which the Company would pay The Advisory Board for the provision of services during the first two years of the Center’s operation. In lieu of the establishment of the Center, the Company agreed to purchase and did purchase an additional $1.0 million of services from The Advisory Board prior to August 31, 2014. As of December 31, 2014, the Company has met this commitment.

Commitments

Lease commitments

The Company entered into a lease agreement for its office location in Arlington, Virginia on December 10, 2012. In connection with the lease, the Company is required to maintain a $2.0 million letter of credit which declines annually throughout the term of the lease as a guarantee of scheduled rent payments under the lease. On March 1, 2013, the Company amended the lease to include an additional floor, an additional 29,120 square feet. In conjunction with the amendment commencing March 1, 2013, the Company was required to hold an additional $1.7 million in restricted cash for the additional space. On April 1, 2014, the Company amended the lease to include an additional floor, an additional 27,813 square feet. As of December 31, 2014, the letter of credit balance in connection with the lease was $3.7 million.

F-21

Evolent Health LLC

Notes to financial statements

Total rental expense on operating leases for the years ended December 31, 2014 and 2013, was $3.3 million and $1.5 million, respectively. Future minimum rental commitments (in thousands) as of December 31, 2014, were as follows:

2015	$	2,866
2016		3,254
2017		3,335
2018		3,418
2019		3,504
Thereafter		3,592
Total	$	19,969

Indemnifications

The Company’s managed service agreements generally include a provision by which the Company agrees to defend its customers against third party claims (a) for death, bodily injury, or damage to personal property caused by Company negligence or willful misconduct, (b) by former or current Company employees arising from such managed service agreements, (c) for intellectual property infringement under specified conditions, and (d) for Company violation of applicable laws, and to indemnify them against any damages and costs awarded in connection with such claims. To date, the Company has not incurred any material costs as a result of such warranties and indemnities and has not accrued any liabilities related to such obligations in the accompanying financial statements.

Registration rights agreement

The Company entered into a Master Investors’ Rights Agreement with its preferred shareholders. Pursuant to this agreement, the Company has granted the preferred shareholders certain registration rights which obligate the Company to file registration statements in the future with respect to the registration of the common shares underlying the preferred units.

F-22

Evolent Health LLC

Notes to financial statements

Concentration of credit risk

The Company is subject to significant concentrations of credit risk related to cash and cash equivalents, short term investments and accounts receivable. The Company’s cash and cash equivalents and short term investments are held at financial institutions that management believes to be of high credit quality. While the Company maintains its cash and cash equivalents and short term investments with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses on cash and cash equivalents and short term investments to date. The following table summarizes those customers who represented at least 10% of our revenues or accounts receivable for the periods presented:

	As of or for the years ended December 31,
	2014		2013		2014		2013
	Accounts receivable				Revenues
Customer A		10%		*		*		11%
Customer B		*		12%		14%		11%
Customer C		37%		14%		16%		30%
Customer D		17%		34%		21%		16%
Customer E		15%		36%		25%		13%
Customer F		14%		*		*		*

* Represents less than 10% of the respective balance

10. Stock-based incentive plan

Evolent Holdings sponsors a stock-based incentive plan for Evolent LLC employees that provides for the issuance of stock options and restricted stock in Evolent Holdings’ common stock. Stock-based awards vest over a four year period and expire ten years from the date of grant. Prior to the Reorganization, stock-based compensation followed an employee model as the awards were granted in the stock of the company to employees of the company. Subsequent to the Reorganization, the stock-based compensation awards are granted in the stock of the Company’s equity-method investor, Evolent Holdings, to employees of Evolent LLC. As such, the Company is required to utilize a non-employee model for recognizing stock-based compensation, which requires the awards to be marked-to-market through net income at the end of each reporting period until vesting occurs.

Under the Company’s Amended and Restated Operating Agreement, the Company is required to issue an identical amount of common units to Evolent Holdings in exchange for its underlying stock. As a result, the Company records a capital contribution from Evolent Holdings each time a stock award is granted. We issue new units to satisfy option exercises.

The 2011 Equity Incentive Plan was amended on September 23, 2013, to increase the number of shares authorized to 2,285,317 shares of Evolent Holdings common stock. As of December 31, 2014, 1,039,100 stock options and 943,810 shares of restricted stock of Evolent Holdings have been issued under the Plan.

Common stock valuation

The historical valuations of Evolent Holdings’ common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, we considered all

F-23

Evolent Health LLC

Notes to financial statements

relevant facts and circumstances known at the time of valuation, made certain assumptions based on future expectations and exercised significant judgment to determine the fair value of Evolent Holdings’ common stock. The factors considered in determining the fair value include, but are not limited to the following:

• Valuations of Evolent Holdings’ common stock;

• Recent issuances of preferred stock, as well as the rights, preferences and privileges of our preferred stock relative to its common stock;

• Evolent Holdings’ historical financial results and estimated trends and projections for Evolent Holdings’ future operating and financial performance;

• Likelihood of achieving a liquidity event, such as an initial public offering or sale of Evolent Holdings, given prevailing market conditions;

• The market performance of comparable, publicly-traded companies; and

• The overall economic and industry conditions and outlook.

Prior to December 31, 2014, when estimating the value of Evolent Holdings’ common stock, our Board of Directors determined the equity value of the business by primarily considering income-based approaches. The income-based approach estimates value based on the expectation of future cash flows that a company will generate and the residual value of the company after the forecasted period. The future cash flows are discounted using a discount rate derived based upon venture capital rates commensurate with Evolent Holdings’ risk profile. Additionally, we applied a discount to recognize the lack of marketability due to being a closely held company. Finally, we estimated the time to a future liquidity event at each valuation date based upon our expectations at each valuation date.

As of December 31, 2014, we utilized a probability-weighted expected return method (“PWERM”) to determine the value of Evolent Holdings’ common stock due to the three distinct liquidity events considered as of the valuation date. An analysis of the future values of Evolent Holdings was performed for each of the potential liquidity events, and the value of the common stock was determined for each liquidity event at the time of each liquidity event and discounted back to the present using a risk-adjusted discount rate. The present values of the common stock under each liquidity event were then weighted based on the probability of each outcome occurring to determine the value of the common stock. We utilized a combination of the income-based approach and market approach for the distinct liquidity events. A discounted cash flow analysis was used for the income approach. Under the market approach, a market multiple was selected based on the estimated exit timing.

In order to determine the fair value of Evolent Holdings’ common stock, we generally first determine Evolent Holdings’ business enterprise value (“BEV”) and then allocate the BEV to each element of Evolent Holdings’ capital structure (preferred stock, common stock and options). Evolent Holdings’ indicated BEV at each valuation date was allocated to the shares of preferred stock, common stock and options using the Black-Scholes option pricing model. Estimates of the volatility of our common stock were based on available information on the volatility of common stock of comparable, publicly-traded companies and estimates of expected term were based on the estimated time to a liquidity event.

F-24

Evolent Health LLC

Notes to financial statements

Total compensation expense (in thousands) by award type and line item in our Statements of Operations and Comprehensive Income (Loss) were as follows:

	For the years ended December 31,
	2014		2013
Stock options	$	3,125	$	—
Restricted stock		7,966		1,235
Total	$	11,091	$	1,235

	For the years ended December 31,
	2014		2013
Cost of revenue	$	758	$	86
Selling, general and administrative expenses		10,333		1,149
Total	$	11,091	$	1,235

Total unrecognized compensation expense (in thousands) and expected weighted-average life (in years) by award type as of December 31, 2014, were as follows:

	Expense		Weighted- average period
Stock options	$	11,438		3.09
Restricted stock		4,072		1.21
Total	$	15,510

Stock options

The option price assumptions used for our stock option awards were as follows:

Weighted-average fair value per option granted	$	7.48
Assumptions:
Expected life (in years)		6.25
Expected volatility		35%
Risk-free interest rate		1.8 – 2%
Dividend yield		0%

No options were granted during 2013.

The fair value of options is determined using a Black-Scholes options valuation model with the assumptions disclosed in the table above. The dividend rate is based on the expected dividend rate during the expected life of the option. Expected volatility is based on the historical volatility of a peer group of public companies over the most recent period commensurate with the estimated expected term of the Company’s awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of the options granted represents the weighted-average period of time from the grant date to the date of exercise, expiration or cancellation based on the midpoint convention.

F-25

Evolent Health LLC

Notes to financial statements

Information with respect to our stock options (aggregate intrinsic value shown in thousands) was as follows:

	Shares			Weighted- average exercise price		Weighted- average remaining contractual term		Aggregate intrinsic value
Outstanding as of December 31, 2013		—		$	—
Granted		1,039,100			15.36
Exercised		(3,000	)		15.36
Outstanding as of December 31, 2014		1,036,100		$	15.36		9.36	$	12,537
Vested and expected to vest after December 31, 2014		984,295		$	15.36		9.36	$	11,910
Exercisable at December 31, 2014		184,150		$	15.36		9.26	$	2,228

The total fair value of options vested during the years ended December 31, 2014 and 2013, was $2.3 million and zero, respectively. The total intrinsic value of options exercised during the year ended December 31, 2014, was less than $0.1 million.

Restricted stock

As of December 31, 2014 and 2013, the Company issued 943,810 and 956,506 common units, respectively, to Evolent Holdings, in connection with the issuance by Evolent Holdings of shares of its common stock to employees of the Company. These shares were issued in the form of restricted stock awards. The awards, which vest ratably over a four year period, were issued to the respective employees for no consideration. The aggregate value of the units issued to Evolent Holdings in connection with each restricted stock award is recognized as compensation expense over the vesting period.

Information with respect to our restricted stock awards was as follows:

	Shares			Weighted-average grant-date fair value
Outstanding as of December 31, 2013		568,749		$	0.60
Vested		(237,105	)		0.59
Forfeited		(12,696	)		1.22
Outstanding as of December 31, 2014		318,948		$	0.59

11. Income taxes

After the Reorganization, the Company is no longer a taxable entity as it was converted from a corporation to a partnership. As a result of the reorganization, the Company ceased the recognition of all federal and state deferred tax assets and liabilities as of September 23, 2013.

Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws.

For financial reporting purposes, loss before income tax is derived from domestic sources. The current provision and deferred benefit for taxes on income for the period ending December 31, 2013, was less than $0.1

F-26

Evolent Health LLC

Notes to financial statements

million, and pertains entirely to the period during 2013 for which the Company was classified and treated as a corporation. No income tax expense or benefit has been recorded within these financial statements for the period during 2013 for which the Company was classified and treated as a partnership.

The Company was classified and treated as a corporation, subject to entity level tax, through the date of Reorganization in 2013.

The effective tax rate for the year ended December 31, 2013, was 0%. The effective tax rate varies from the U.S. statutory rate due to the impact of the valuation allowance.

As of each applicable year-end, the Company has not recognized any uncertain tax positions, penalties or interest as we have concluded that no such positions exist. The Company is not currently subject to income tax audits in any U.S. or state jurisdictions for any tax year.

12. Defined contribution plan

We sponsor a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. We make matching contributions to the plan in accordance with the plan documents and various limitations under Section 401(a) of the Internal Revenue Code of 1986, as amended. Expenses for these plans were $2.3 million and $1.1 million for the years ended December 31, 2014 and 2013, respectively.

13. Accrued liabilities

Details of accrued liabilities (in thousands) are presented below:

	As of December 31,
	2014		2013
Accrued salaries and benefits	$	14,305	$	7,993
Self-insurance liability		1,156		—
Other accrued liabilities		2,717		2,295
Total accrued liabilities	$	18,178	$	10,288

During 2014, the Company began to self-insure for certain levels of medical, and dental coverage. Our self-insurance liabilty includes the estimated costs of these self-insurance programs at the present value of projected settlements based on history of settled claims, including payment patterns and the fixed nature of the individual settlements. During 2014, we incurred and paid claims related to the current year of $6.4 million and $5.3 million, respectively.

14. Related parties

The Company works closely with both of its founding shareholders, The Advisory Board and UPMC. The relationship with The Advisory Board is centered on educating health system CEOs on innovations in the healthcare space. In return, the Company makes valuable connections with CEOs of health systems that could then become customers. The Company’s relationship with UPMC is a more traditional subcontractor one where UPMC has agreed to execute certain tasks necessary to deliver on the Company’s customer commitments.

As of December 31, 2014, the Company had no accounts receivable due from The Advisory Board or UPMC. The Company had no accounts payable or accrued expenses due to The Advisory Board and accounts payable and accrued expenses of $4.9 million to UPMC as of December 31, 2014. Total expenses attributable to The Advisory Board and UPMC for the year ended December 31, 2014, were $0.2 million and $14.5 million, respectively.

F-27

Evolent Health LLC

Notes to financial statements

As of December 31, 2013, the Company had no accounts receivable due from The Advisory Board or UPMC. The Company had no accounts payable or accrued expenses to The Advisory Board and accounts payable and accrued expenses of $1.0 million to UPMC as of December 31, 2013. Total expenses attributable to The Advisory Board and UPMC for the year ended December 31, 2013, were $0.8 million and $1.9 million, respectively.

During 2012, the Company sold preferred series A shares to certain customers for strategic purposes while concurrently entering into revenue contracts with those customers. The Company concluded the $4.5 million in gross proceeds collected for those shares represented fair value of the shares at the time of sale. The Company recognized $23.3 million and $17.2 million of revenue related to these customers for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the Company had accounts receivable balances of $4.4 million and $1.5 million, respectively, related to these customers.

In January 2014, Evolent Holdings issued shares of series B-1 preferred stock to a customer for strategic purposes while the Company concurrently entered into a revenue contract with the customer. The Company issued an identical number of membership units to Evolent Holdings and recorded the proceeds in the form of a capital contribution. Based on a contemporaneous valuation, the Company concluded that the $1.0 million in gross proceeds was consistent with fair value. As of and for the year ended December 31, 2014, the Company had accounts receivable of less than $0.1 million and recognized $14.4 million of revenue related to this customer.

In July 2014, Evolent Holdings repurchased 75,000 shares of series A preferred stock from a customer while the Company concurrently negotiated terms of a revenue arrangement. The Company repurchased an identical number of membership units for the same value from Evolent Holdings. Based on a contemporaneous valuation, the Company concluded that the repurchase was consistent with fair value. Additionally, Evolent Holdings issued 25,000 shares of series B-1 preferred stock to the same customer of the Company for no consideration while the Company concurrently negotiated terms of a revenue arrangement. The Company issued an identical number of membership units to Evolent Holdings. As this occurred concurrently with the revenue negotiation, this was determined to represent an inducement related to the revenue contract, and the fair value of the shares issued will be recorded as a reduction to revenue over the term of the revenue agreement. As of December 31, 2014, the Company recorded a current asset of $0.1 million and a non-current asset of $0.5 million related to this inducement. As of and for the year ended December 31, 2014, the Company had accounts receivable of $3.5 million and recognized $16.2 million of revenue related to this customer, which are included in the amounts noted above for our series A affiliates.

15. Subsequent events

The Company completed its subsequent events assessment through March 2, 2015. No material subsequent events were identified.

16. Subsequent events (unaudited)

In April 2015, the Company amended its existing platform and operations agreement with one of its customers. The amended agreement reduces the contractually guaranteed revenue over the service period and provides the customer with a 60-day put option expiring on May 31, 2015, to require Evolent Holdings to repurchase the customer’s preferred shares for $42.58 per share for a total of $10.6 million. The put option was exercised on April 27, 2015. However, certain existing investors assumed this obligation and will repurchase the shares directly from the customer. As a result, there was no impact to the Company’s financial statements as a result of the put option.

F-28

Report of independent registered public accounting firm

To the Board of Directors and Stockholders of Evolent Health Holdings, Inc.:

In our opinion, the accompanying balance sheets and the related statements of operations and comprehensive income (loss), of changes in shareholders’ equity (deficit) and redeemable preferred stock and of cash flows present fairly, in all material respects, the financial position of Evolent Health Holdings, Inc. at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1, the financial statements reflect the consolidated results of the Company and its subsidiary through September 23, 2013, and reflect the results of the subsidiary as an equity method investment subsequent to that date due to the deconsolidation described in Note 1 to the financial statements.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

March 6, 2015

F-29

Evolent Health Holdings, Inc.

Balance sheets

(in thousands, except share data)

	As of December 31,
	2014			2013
ASSETS
Current deferred tax assets, net	$	1,074		$	—
Total current assets		1,074			—
Equity method investment		37,203			50,940
Total assets	$	38,277		$	50,940
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY (DEFICIT)
Liabilities
Non-current deferred tax liabilities, net	$	1,074		$	—
Total liabilities		1,074			—
Commitments and contingencies (See Note 9)
Redeemable Preferred Stock
Series A redeemable preferred stock—1,975,000 shares authorized, issued and outstanding; liquidation value of $25,018 and $23,438 as of December 31, 2014 and 2013, respectively		12,847			12,847
Series B redeemable preferred stock—1,616,844 shares authorized, issued and outstanding; liquidation value of $27,359 and $25,372 as of December 31, 2014 and 2013, respectively.		24,833			24,833
Series B-1 redeemable preferred stock—488,281 shares authorized; 90,105 shares issued and outstanding; liquidation value of $1,478 as of December 31, 2014; no shares authorized, issued or outstanding as of December 31, 2013		1,593			—
Total redeemable preferred stock		39,273			37,680
Shareholders’ equity (deficit)
Series A preferred stock—$.001 par value; 1,925,000 shares authorized; 1,850,000 and 1,925,000 shares issued and outstanding; liquidation value of $23,200 and $22,555 as of December 31, 2014 and 2013, respectively		2			2
Class A common stock—$.001 par value; 8,453,202 and 13,319,005 shares authorized; 1,011,871 and 956,506 shares issued and outstanding as of December 31, 2014 and 2013, respectively		1			—
Additional paid-in-capital		23,733			13,818
Accumulated deficit		(25,806	)		(560	)
Total shareholders’ equity (deficit)		(2,070	)		13,260
Total liabilities, redeemable preferred stock and shareholders’ equity (deficit)	$	38,277		$	50,940

See accompanying Notes to Financial Statements

F-30

Evolent Health Holdings, Inc.

Statements of operations and comprehensive income (loss)

(in thousands, except per share data)

	For the years ended December 31,
	2014			2013
Revenues
Transformation(1)	$	—		$	22,130
Platform and operations(1)		—			3,541
Total revenues		—			25,671
Expenses
Cost of revenues (exclusive of depreciation and amortization presented separately below)(1)		—			30,018
Selling, general and administrative expenses(1)		—			15,600
Depreciation and amortization expenses		—			1,208
Total operating expenses		—			46,826
Operating income (loss)		—			(21,155	)
Interest (income) expense, net		—			820
Other (income) expense, net		—			(1	)
Gain on deconsolidation		—			46,246
Income (loss) from equity investees		(25,246	)		(4,241	)
Income (loss) before income tax		(25,246	)		20,031
Income tax expense (benefit)		—			8
Net income (loss) and comprehensive income (loss)	$	(25,246	)	$	20,023
Earnings (Loss) Available to Common Shareholders
Basic	$	(31,137	)	$	2,418
Diluted		(31,137	)		2,957
Earnings (Loss) per Common Share
Basic	$	(53.83	)	$	10.03
Diluted		(53.83	)		3.96
Weighted-Average Common Shares Outstanding
Basic		578.4			241.0
Diluted		578.4			746.9
(1)Amounts incurred from affiliates included in the line items above:
Transformation	$	—		$	9,078
Platform and operations		—			3,542
Cost of revenue (exclusive of depreciation and amortization presented separately above)		—			910
Selling, general and administrative expenses		—			686

See accompanying Notes to Financial Statements

F-31

Evolent Health Holdings, Inc.

Statements of cash flows

(in thousands)

	For the years ended December 31,
	2014			2013
Cash Flow from Operating Activities
Net income (loss)	$	(25,246	)	$	20,023
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in accounts receivable		—			(8,670	)
Change in prepaid expenses and other current assets		—			(2,162	)
Change in accounts payable		—			(843	)
Change in accrued liabilities		—			5,337
Change in deferred revenue		—			8,677
Change in deferred rent and other current liabilities		—			3,888
Depreciation and amortization expense		—			1,208
Non-cash interest expense		—			827
Stock-based compensation expense		—			91
Loss from equity method investees		25,246			4,241
Gain on deconsolidation		—			(46,246	)
Net cash provided by (used in) operating activities	$	—		$	(13,629	)
Cash Flows from Investing Activities
Purchase of property and equipment		—			(10,438	)
Transfer of cash upon deconsolidation		—			(15,521	)
Change in restricted cash		—			50
Net cash provided by (used in) investing activities	$	—		$	(25,909	)
Cash Flows from Financing Activities
Proceeds from issuance of series B preferred stock		—			11,386
Repurchase of series A preferred stock		—			(100	)
Proceeds from issuance of convertible notes		—			23,000
Net cash provided by (used in) financing activities	$	—		$	34,286
Net increase (decrease) in cash and cash equivalents		—			(5,252	)
Cash and cash equivalents at beginning-of-year		—			5,252
Cash and cash equivalents as of end-of-year	$	—		$	—
Supplemental Disclosure of Non-cash Investing and Financing Activities
Non-cash settlement of accounts receivable through reacquisition of series A preferred stock		—			219
Conversion of accrued interest from convertible notes to equity		—			469
Conversion of convertible notes to equity		—			12,978
Non-cash repurchase of series A preferred stock		(1,500	)		—
Non-cash issuance of series B-1 preferred stock		1,593			—
Non-cash issuance of class A common stock		325			—
Non-cash contribution of common stock to Evolent LLC		11,091			1,235

See accompanying notes to financial statements

F-32

Evolent Health Holdings, Inc.

Statements of changes in shareholders’ equity (deficit) and redeemable preferred stock

(in thousands)

	Series A redeemable preferred stock				Series B redeemable preferred stock				Series B-1 redeemable preferred stock				Total redeemable preferred stock		Series A preferred stock						Class A common stock					Additional paid-in capital			Retained earnings (accumulated deficit)			Total equity (deficit)
	Share		Amount		Share		Amount		Shares		Amount				Share			Amount			Shares			Amount
Balance as of December 31, 2012		—	$	—		—	$	—		—	$	—	$	—		3,950		$	4			943		$	—	$	25,780		$	(20,583	)	$	5,201
Repurchase of preferred stock		—		—		—		—		—		—		—		(50	)		—			—			—		(319	)		—			(319	)
Issuance of restricted stock		—		—		—		—		—		—		—		—			—			13			—		—			—			—
Stock-based compensation expense		—		—		—		—		—		—		—		—			—			—			—		91			—			91
Non-cash issuance of common stock to Evolent LLC		—		—		—		—		—		—		—		—			—			—			—		1,111			—			1,111
Issuance of Series B Preferred Stock		—		—		1,617		24,833		—		—		24,833		—			—			—			—		—			—			—
Reclassification to redeemable stock		1,975		12,847		—		—		—		—		12,847		(1,975	)		(2	)		—			—		(12,845	)		—			(12,847	)
Net income (loss)		—		—		—		—		—		—		—		—			—			—			—		—			20,023			20,023
Balance as of December 31, 2013		1,975		12,847		1,617		24,833		—		—		37,680		1,925			2			956			—		13,818			(560	)		13,260
Issuance of common stock		—		—		—		—		—		—		—		—			—			68			1		324			—			325
Non-cash issuance of common stock to Evolent LLC		—		—		—		—		—		—		—		—			—			—			—		11,091			—			11,091
Repurchase of Series A Preferred Stock		—		—		—		—		—		—		—		(75	)		—			—			—		(1,500	)		—			(1,500	)
Issuance of Series B-1 Preferred Stock		—		—		—		—		90		1,593		1,593		—			—			—			—		—			—			—
Forfeiture of restricted stock		—		—		—		—		—		—		—		—			—			(12	)		—		—			—			—
Net income (loss)		—		—		—		—		—		—		—		—			—			—			—		—			(25,246	)		(25,246	)
Balance as of December 31, 2014		1,975	$	12,847		1,617	$	24,833		90	$	1,593	$	39,273		1,850		$	2			1,012		$	1	$	23,733		$	(25,806	)	$	(2,070	)

See accompanying Notes to Financial Statements

F-33

Evolent Health Holdings, Inc.

Notes to financial statements

1. Organization

Evolent Health Holdings, Inc. (“Evolent Holdings” or the “Company,” which also may be referred to as “we,” “our” or “us”) is a holding company that owns an equity interest in Evolent Health Limited Liability Corporation (“LLC”) (“Evolent LLC”) which is a managed services firm that supports integrated health systems in their migration toward value-based care and population health management. Evolent LLC’s services include providing customers with a robust population management platform, integrated data and analytics capabilities, pharmacy benefit management services and comprehensive health plan administration services. Together these services enable health systems to manage patient health in a more cost-effective manner without sacrificing quality. Evolent LLC’s contracts are structured as a combination of advisory fees, monthly member service fees and gain-sharing incentives. The Company’s headquarters is located in Arlington, Virginia.

The Company was originally organized as a corporation in August 2011 (as Evolent Health, Inc.) and was capitalized through contributions of cash and intangible assets in exchange for preferred stock. At the time of the formation, the founding investors, The Advisory Board Company (“The Advisory Board”) and UPMC (“University of Pittsburgh Medical Center “), each contributed $10 million in cash to Evolent Health Inc. In addition, UPMC contributed a $3 million software license for use and resale by Evolent Health, Inc. as part of its service offerings. Each party also contributed various other items, such as a business plan, and entered into various agreements with Evolent Health, Inc., such as reseller agreements. Each of these other contributions were determined to have no material value at the date of contribution and the agreements reflected terms consistent with a marketplace participant.

Reorganization

On September 23, 2013, Evolent Health, Inc. undertook a reorganization (the “Reorganization”) in connection with a new round of equity financing (the “Series B Issuance”). Evolent Health, Inc.’s Reorganization included the creation of Evolent Holdings and the conversion of Evolent Health, Inc. into Evolent LLC, a limited liability company that is treated as a partnership for tax purposes. Each outstanding share of Evolent Health, Inc.’s stock was contributed to Evolent Holdings in exchange for a like number and class of membership units in Evolent LLC. Additionally, Evolent Health Inc. convertible notes of $13.5 million held by certain existing shareholders were transferred to Evolent Holdings. The existing shareholders of Evolent Health, Inc. received shares of stock in Evolent Holdings in exchange for their interest in Evolent Health, Inc. in a like number and class of shares previously held in Evolent Health, Inc. This Reorganization represented a transaction among entities with a high degree of common ownership as both prior to and subsequent to the Reorganization, the shareholders of Evolent Holdings held the exact same economic and voting interests in Evolent Holdings and ultimately Evolent LLC that they previously held in Evolent Health, Inc. Therefore, as a result of the Reorganization, the financial statements of Evolent Holdings reflect the historical accounting of Evolent Health, Inc. through the date of the Series B Issuance on September 23, 2013.

Immediately subsequent to the Reorganization, Evolent Holdings and Evolent LLC completed the Series B issuance. This issuance consisted of Evolent Holdings selling 1,616,844 series B preferred shares to UPMC for cash proceeds of $11.4 million and conversion of its convertible notes and accrued interest of $13.5 million. Evolent Holdings contributed the proceeds of this sale to Evolent LLC in exchange for series B preferred units in Evolent LLC. In addition, Evolent LLC directly sold 4,894,016 newly issued series B preferred units to new and existing shareholders for cash proceeds of $64.8 million and conversion of outstanding convertible notes and accrued interest of $10.4 million. Additionally, Evolent LLC directly issued shares to investors other than Evolent Holdings, including a new investor.

F-34

Evolent Health Holdings, Inc.

Notes to financial statements

Immediately following the Series B Issuance and Reorganization, Evolent Holdings owned 57% of the equity and voting interests in Evolent LLC; however, certain participating rights were granted to a new investor in Evolent LLC such that Evolent Holdings no longer controlled Evolent LLC. See Note 4 for further details regarding these rights and preferences.

As a result of this loss of control, Evolent Holdings deconsolidated Evolent LLC and recognized a gain resulting from this deconsolidation in its Statements of Operations and Comprehensive Income (Loss). Evolent Holdings exercises significant influence over Evolent LLC; therefore, Evolent LLC is reflected as an equity method investment subsequent to the Series B Issuance and a proportionate share of the income or loss of Evolent LLC’s operations is recognized in the Statements of Operations and Comprehensive Income (Loss). Subsequent to the deconsolidation, the Company prospectively ceased recording the consolidated results of Evolent LLC and recorded only its proportionate share of income or loss of Evolent LLC based upon the Master Investor Rights’ Agreement executed by the Company, Evolent LLC and each of the shareholders.

Upon the Series B issuance, the net assets of $7.8 million of Evolent LLC were deconsolidated from Evolent Holdings, an equity method investment in Evolent LLC of $54.1 million was recorded, representing the fair value of Holdings’ retained ownership in LLC, and a gain upon deconsolidation of $46.3 million was recorded. The fair value of the equity method investment was determined using customary valuation methods. The underlying assumptions including volatility, time to liquidity event and marketability were generally not observable in the marketplace, and, therefore, involved significant judgments. The gain was recorded within “Gain on deconsolidation” within the Statements of Operations and Comprehensive Income (Loss). This was a non-taxable transaction which resulted in deferred tax liabilities of $16.6 million being recorded at the date of the Series B Issuance related to the book versus tax basis differential of the equity method investment. The recording of these deferred tax liabilities resulted in the release of an equal amount of valuation allowance related to the Company’s deferred tax assets, resulting in no net impact to income tax expense.

Since its inception, the Company has incurred substantial losses and cash outflows from operations. Failure to generate sufficient revenue and income could have a material adverse effect on the Company’s ability to achieve its business objectives. The Company has financed its operations through the issuance of preferred stock. The Company does not have cash flow requirements or obligations that would cause a concern related to the Company’s ability to continue as a going concern

The Company believes it has sufficient liquidity for the next 12 months as of December 31, 2014.

2. Basis of presentation and summary of significant accounting policies

Basis of presentation

The accompanying financial statements are prepared in accordance with United States of America generally accepted accounting principles (“GAAP”). Our GAAP policies, which significantly affect the determination of financial condition, results of operations and cash flows are summarized below.

Summary of significant accounting policies

Principles of consolidation

The accompanying financial statements include the accounts of Evolent Health Holdings.

F-35

Evolent Health Holdings, Inc.

Notes to financial statements

Through the date of the Reorganization, the Company recorded the results of Evolent Health, Inc. on a consolidated basis. All intercompany transactions and balances have been eliminated in consolidation.

Subsequent to the Reorganization, the Company uses the equity method of accounting for its investments in affiliates in which the Company has the ability to significantly influence, but not control, the affiliates’ operations. In accordance with the equity method of accounting, the Company’s carrying amount of its investment is initially recorded at cost and is increased to reflect its proportionate share of the affiliate’s income and is reduced to reflect its proportionate share of the affiliate’s losses. The Company’s investment is also increased to reflect contributions to, and decreased to reflect distributions received from, the affiliate. Any excess of the amount of the Company’s investment over the amount of the underlying equity in each affiliate’s net assets is amortized over a period reflective of the affiliate’s depreciable and amortizable assets.

Accounting estimates and assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require use of estimates are: revenue recognition, impairment of long lived assets, common stock valuation, stock-based incentive compensation, income taxes, other-than-temporary impairment of our equity method investment and the potential effects of resolving litigated matters.

Fair value measurement

Our measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk, which would include our own credit risk. Our estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). Pursuant to the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), we categorize our financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined as follows:

• Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;

• Level 2—inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies;

• Level 3—inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability.

F-36

Evolent Health Holdings, Inc.

Notes to financial statements

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

Assets and liabilities measured at fair value on a nonrecurring basis

The Company measures certain assets and liabilities, including our equity method investment, at fair value on a nonrecurring basis. These assets and liabilities are recognized at fair value when they are deemed to be impaired. As of December 31, 2014 and 2013, no assets or liabilities were remeasured at fair value subsequent to their initial recognition. Upon the deconsolidation of Evolent LLC on September 23, 2013, the equity method investment was recorded at fair value (see Note 5).

Cash and cash equivalents

Cash and cash equivalents are carried at cost and include cash on hand, deposits in banks and money market funds with an original maturity of three months or less. As of December 31, 2014 and 2013, the Company did not hold any cash and cash equivalents; however, certain balances were recorded during 2013.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s contracts typically include installment payments that do not necessarily correlate to the pattern of revenue recognition. Accounts receivable and the corresponding deferred revenue amounts are recorded when amounts are contractually billable under long-term member service agreements. In assessing the valuation of the allowance for doubtful accounts, management reviews the collectability of accounts receivable in aggregate and on an individual account basis. Any accounts that are determined to be uncollectible are written off against the allowance. The allowance is adjusted periodically based on management’s determination of collectability. As of December 31, 2014 and 2013, the Company did not hold any accounts receivable; however, certain balances were recorded during 2013.

Property and equipment

Property and equipment are carried at cost less allowances for depreciation and amortization. Provisions for depreciation and amortization of property and equipment owned for company use are computed on the straight-line method over the estimated useful lives of the assets, which include furniture and equipment, computers, software development costs and leasehold improvements. The following summarizes the estimated useful lives by asset classification:

Furniture and equipment	3 years
Computer hardware	3 years
Software development costs	3 to 5 years
Leasehold improvements	Shorter of useful life or remaining lease term

When an item is sold or retired, the cost and related accumulated depreciation or amortization is eliminated and the resulting gain or loss, if any, is recorded in the Statements of Operations and Comprehensive Income (Loss).

F-37

Evolent Health Holdings, Inc.

Notes to financial statements

We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset group is not recoverable and exceeds fair value. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset group exceeds its fair value. As of December 31, 2014 and 2013, the Company did not hold any property and equipment; however, certain balances were recorded during 2013.

Impairment of equity method investments

The Company considers potential impairment triggers for its equity method investment, and the equity method investment will be written down to fair value if there is evidence of a loss in value which is other than temporary. The Company may estimate the fair value of its equity method investments by considering recent investee equity transactions, discounted cash flow analyses, and recent operating results. If the fair value of the investment has dropped below the carrying amount, management considers several factors when determining whether other-than-temporary impairment has occurred. The estimation of fair value and whether other-than temporary impairment has occurred requires the application of significant judgment and future results may vary from current assumptions. There was no such impairment for the years ended December 31, 2014 or 2013.

Software development costs

The Company capitalizes certain software development costs, consisting primarily of personnel and related expenses for employees and third parties who devote time to their respective projects. Internal-use software costs are capitalized during the application development stage – when the research stage is complete and management has committed to a project to develop software that will be used for its intended purpose. Any costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software are also capitalized. Capitalized software costs are included in property and equipment on the Balance Sheets. Amortization of internal-use software costs begins once the project is substantially complete and the software is ready for its intended purpose. These capitalized costs are amortized on a straight-line basis over their estimated useful life. Expenditures during the research and development phase are expensed as incurred. General and administrative departmental costs, training, maintenance costs and customer support are also expensed as incurred. As of December 31, 2014 and 2013, the Company did not capitalize software development costs; however, certain balances were recorded during 2013.

Identifiable intangible assets

Identified intangible assets are recorded at their estimated fair values at the date of acquisition and are amortized over their respective estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are used. As of December 31, 2014 and 2013, the Company did not hold any identifiable intangible assets; however, certain balances were recorded during 2013.

Leases

The Company leases all of its office space and enters into various other operating lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to

F-38

Evolent Health Holdings, Inc.

Notes to financial statements

determine whether the lease is an operating or capital lease. The operating lease agreements may contain tenant improvement allowances, rent holidays or rent escalation clauses. When such items are included in a lease agreement, the Company records a deferred rent asset or liability on the balance sheets equal to the difference between the rent expense and future minimum lease payments due. The rent expense related to these items is recognized on a straight-line basis in the Statements of Operations and Comprehensive Income (Loss) over the terms of the leases. As of December 31, 2014, the Company had not entered into any capital leases. As of December 31, 2014 and 2013, the Company did not hold any leases; however, certain balances were recorded during 2013.

Deferred revenue

Deferred revenue consists of billings or payments received in advance of providing the requisite services or other instances where the revenue recognition criteria have not been met. Our transformation revenues are recognized based on proportionate performance and we typically bill based on a fixed invoicing schedule which gives rise to deferred revenue when the pace of work performed is slower than the rate at which we bill. Our platform and operations revenues are recognized in the month in which services are rendered and we typically bill in advance of the service period which similarly gives rise to deferred revenue. As of December 31, 2014 and 2013, the Company did not hold any deferred revenue; however, certain balances were recorded during 2013.

Commitments and contingencies

Contingencies arising from litigation, fines, penalties and other sources are recorded when deemed probable and reasonably estimable.

Revenue recognition

Revenue from the Company’s services is recognized when there is persuasive evidence of an arrangement, delivery has taken place, revenue is fixed or determinable and collectability of the associated receivable is reasonably assured.

Pursuant to the accounting rules for arrangements with multiple deliverables, we evaluate each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (i) if the delivered item has value to the customer on a standalone basis, and (ii) if the contract includes a general right of return relative to the delivered item, and delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. Revenue is then allocated to the units of accounting based on each unit’s relative selling price.

The Company enters into different types of contracts with its partners depending on where the partner may be in its transition towards value based care. The contracts generally have multiple deliverables; however, typically there is only one unit of accounting because the deliverables do not have standalone value. The Company’s contracts may include the delivery of a combination of one or more of the Company’s service offerings. In these situations, the Company determines whether such arrangements with multiple service offerings should be treated as separate units of accounting based on how the elements are bid or negotiated, whether the customer can accept separate elements of the arrangement and the relationship between the pricing on the elements individually and combined. Because of the unique nature of the Company’s services, neither vendor specific objective evidence nor third-party evidence is available. Therefore, the Company utilizes best estimate of selling price to allocate arrangement consideration in multiple element arrangements.

F-39

Evolent Health Holdings, Inc.

Notes to financial statements

Revenue recognition—transformation

The Company enters into two different types of contracts during the transformation phase: blueprint contracts and implementation contracts. Blueprint contracts are fee-for-service, where the Company provides a strategic assessment for its partners in exchange for a fixed fee that is paid over the term of the engagement. The Company recognizes revenue associated with blueprint contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contracts is not reflective of the value of the contract delivered each period. These contracts may contain credits for fees related to signing a future long term agreement by a certain date. The credits are assessed to determine whether they reflect significant and incremental discounts compared to discounts in the original blueprints. If discounts are significant and incremental, the Company allocates the discount between the blueprint contract and future purchases. If the future credit expires unused, it is recognized as revenue at that time.

Based on the strategic assessment generated in a blueprint contract, a partner may decide to move forward with a population health or health plan strategy. In these cases, the partner enters into an implementation contract in which the Company provides services related to the launch of this strategy. These contracts last twelve to fifteen months and are typically fixed fee in nature. The Company recognizes revenue associated with implementation contracts based on proportionate performance. Revenue is recognized each period in proportion to the amount of the contract completed during that period based upon the level of effort expended to date compared to the total estimated level of effort necessary over the term of the contract as the output of the contracts is not reflective of the value of the contract delivered each period. Billings associated with these contracts are typically scheduled in installments over the term of the agreement.

Revenue recognition—platform and operations

After the transformation phase, the Company enters into multi-year service contracts with the partners where various population health, health plan operations and pharmacy benefit management services are provided on an ongoing basis to the members of the Company’s partners’ plans in exchange for a monthly service fee. Members are individuals that are covered by the respective member service contracts and typically include the partners’ employees and its customers. Revenue from these contracts is recognized in the month in which the services are delivered. In some cases, there is an “at risk” portion of the service fee that could be refunded to the partner if certain service levels are not attained. The Company monitors its compliance with service levels to determine whether a refund will be provided to the partner and records an estimate of these refunds. To date the Company’s history is limited for these contracts; therefore, the full potential refund is deferred until all obligations are met.

Cost of revenues

The Company’s cost of revenue includes the cost of products and services. These costs consist primarily of employees, contract and consulting services and their associated expenses, which are directly attributable to clinical and field operations and analysis.

F-40

Evolent Health Holdings, Inc.

Notes to financial statements

Selling, general and administrative expenses

Selling, general and administrative expenses include expenses for corporate overhead and business development activities. The Company did not incur any advertising expense for the year ended December 31, 2014.

Stock-based compensation

The employees of Evolent LLC are granted stock-based awards in the Company and Evolent LLC is contractually required to issue a similar amount and class of membership equity to Evolent Holdings, in accordance with Evolent LLC’s Amended and Restated Operating Agreement. As discussed in Note 10, prior to the Reorganization, stock-based compensation followed an employee model as the awards were granted in the stock of the Company to employees of the Company. Subsequent to the Reorganization, the stock-based compensation awards are granted in the stock of the Company to employees of the equity method investee, Evolent LLC, requiring Evolent LLC to use a non-employee model. Subsequent to the Reorganization, the Company is not required to record stock-based compensation as these individuals are not providing service to the Company.

Income taxes

Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, we consider many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies we would employ to avoid a tax benefit from expiring unused.

Earnings per share

Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average common shares outstanding. Diluted EPS is computed assuming the conversion or exercise of dilutive convertible preferred securities, nonvested stock and stock options outstanding during the year.

For any period where a loss from operations is experienced, shares used in the diluted EPS calculation represent basic shares because using diluted shares would be anti-dilutive to the calculation.

The Company has issued securities other than common stock that participate in dividends (“participating securities”), and therefore utilizes the two-class method to calculate earnings per share. These participating securities include redeemable convertible preferred stock. The two-class method requires a portion of earnings to be allocated to the participating securities to determine the earnings attributable to common stockholders. Earnings attributable to the common stockholders is equal to net income (loss) less dividends paid on preferred stock, assumed periodic cumulative preferred stock dividends, repurchase of preferred stock for an amount in excess of carrying value and an allocation of any remaining earnings in accordance with the bylaws between the outstanding common and preferred stock as of the end of each period.

F-41

Evolent Health Holdings, Inc.

Notes to financial statements

Operating segments

Operating segments are defined as components of a business that earn revenue and incur expenses for which discrete financial information is available that is evaluated, on a regular basis, by the chief operating decision maker (“CODM”) to decide how to allocate resources and assess performance. The Company’s CODM, the Chief Executive Officer, allocates resources at a consolidated level and therefore the Company views its operations and manages its business as one operating segment. All of the Company’s revenue is generated in the United States and all assets are located in the United States.

3. Recently issued accounting standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, in order to clarify the principles of recognizing revenue. This standard establishes the core principle of recognizing revenue to depict the transfer of promised goods or services in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services. The FASB defines a five-step process that systematically identifies the various components of the revenue recognition process, culminating with the recognition of revenue upon satisfaction of an entity’s performance obligation. By completing all five steps of the process, the core principles of revenue recognition will be achieved. The amendments in the standard are effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited. We will adopt the requirements of this standard effective January 1, 2017, and are currently evaluating the impact of the adoption on our consolidated financial condition and results of operations; however, the Company does not currently have and does not expect any revenue.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). This standard requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards by requiring an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. This standard is effective beginning with the first annual period ending after December 15, 2016, and for all annual and interim periods thereafter. Early application is permitted. The Company does not expect this standard to have an impact on the Company’s financial statements or related disclosures as the Company does not have cash flow requirements or obligations that would cause a concern related to the Company’s ability to continue as a going concern.

4. Stockholders’ equity and redeemable preferred Stock

Capital structure

Subsequent to the Reorganization, the Company has the authority to issue common stock, series A preferred stock, series B preferred stock and series B-1 preferred stock. As discussed in “Right to sell by significant securityholders” below, certain preferred stock are redeemable by significant securityholders, not to exceed the value of the preferred stock held by the significant securityholder with the largest number of shares of stocks. Additionally, as discussed further in “Redemption of series B-1 preferred stock” below, certain preferred stock are redeemable. These amounts have been classified as redeemable preferred stock.

As of December 31, 2014, the total number of shares of capital stock that the Company was authorized to issue was 14,458,327 shares with a par value of $0.001 per share, consisting of two separate classes of capital stock

F-42

Evolent Health Holdings, Inc.

Notes to financial statements

divided and designated as follows: (i) 8,453,202 shares of common stock; and (ii) 6,005,125 shares of preferred stock. As of December 31, 2013, the total number of shares of capital stock that the Company was authorized to issue was 18,835,849 shares with a par value of $0.001 per share, consisting of two separate classes of capital stock divided and designated as follows: (i) 13,319,005 shares of common stock; and (ii) 5,516,844 shares of preferred stock.

Series A preferred stock

In August 2013, prior to the Reorganization, Evolent Health, Inc. repurchased 50,000 shares of series A preferred stock from a customer for $0.1 million in cash and the forgiveness and discharge by the Company of $0.2 million in amounts due under a contract with the customer.

In July 2014, Evolent Holdings repurchased 75,000 shares of series A preferred stock from an Evolent LLC customer for an aggregate purchase price of $1.5 million paid by Evolent LLC. Evolent LLC repurchased 75,000 series A preferred units from Evolent Holdings for the same value. Evolent Holdings did not receive or issue cash as part of this series of transactions.

Series B preferred stock

In September 2013, the Company entered into the Series B Preferred Security Purchase Agreement, which authorized the issuance of 1,616,844 shares of series B preferred stock in exchange for cash proceeds of $11.4 million and the conversion of $13.0 million of convertible notes issued by Evolent Health, Inc., including accrued interest of $0.5 million. Pursuant to the Series B Preferred Security Purchase Agreement, the Company used the proceeds to purchase 1,616,844 series B preferred units from Evolent LLC.

Series B-1 preferred stock

In January 2014, Evolent Holdings issued 65,105 shares of series B-1 preferred stock to a customer of Evolent LLC for aggregate proceeds of $1.0 million paid to Evolent LLC. Evolent LLC issued 65,105 series B-1 preferred units to Evolent Holdings in exchange for these shares. The Company did not receive or issue cash as part of this series of transactions.

In July 2014, Evolent Holdings issued 25,000 shares of series B-1 preferred stock for zero consideration to a customer of Evolent LLC. Evolent LLC issued 25,000 series B-1 preferred units to Evolent Holdings in exchange for these shares. The Company did not receive or issue cash as part of this series of transactions.

Master investors’ rights agreement

In connection with the Reorganization, the Investors’ Rights Agreement by and among Evolent, Inc. and certain of its shareholders was amended, restated and renamed as the Master Investors’ Rights Agreement. The Master Investors’ Rights Agreement was entered into on September 23, 2013, by the Company, Evolent Holdings, and the shareholders and members of each of the Company and Evolent LLC. The Master Investors’ Rights Agreement provides that the Company’s Board of Directors shall initially consist of seven members, including two designees of UPMC, two designees of The Advisory Board, two designees of TPG and the Chief Executive Officer. The Master Investors’ Rights Agreement grants to UPMC, The Advisory Board and TPG the right to purchase their respective pro rata portions of certain offers of new equity securities by the Company, and establishes certain conditions and restrictions on the transferability of the Company’s capital stock.

F-43

Evolent Health Holdings, Inc.

Notes to financial statements

Preferred stock rights and preferences

In accordance with the Company’s certificate of incorporation, holders of preferred stock are entitled to the following rights and preferences:

Liquidation preference

In the event of any voluntary or involuntary liquidation or winding up of the Company (the “Liquidation Event”), distribution shall be made as follows:

First, to the holders of series B preferred stock, pro rata in proportion to the number of series B preferred shares held by such holders, until the holders of such series B preferred shares receive in respect of each series B preferred share held by them, the adjusted series B liquidation preference amount;

Second, to the holders of series A preferred stock, pro rata in proportion to the number of series A preferred shares held by such holders, until the holders of such series A preferred shares receive in respect of each series A preferred share held by them, the adjusted series A liquidation preference amount;

Third, to the holders of series B-1 preferred stock, pro rata in proportion to the number of series B-1 preferred shares held by such holders, until the holders of such series B-1 preferred shares receive in respect of each series B-1 preferred share held by them, the adjusted series B-1 liquidation preference amount;

Fourth, to the holders of common stock, pro rata in proportion to the number of shares of common stock held by such holders.

Voting rights

The holders of preferred stock vote together with holders of common stock as a single class upon all matters submitted to a vote of shareholders. Each preferred unit is entitled to the number of votes equal to the number of common shares into which the preferred share is at the time convertible.

Optional conversion

Each share of preferred stock is convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and non-assessable common shares as determined by dividing the original issue price of the preferred share by the applicable conversion price (initially $10.00 per share for series A and $15.36 per share for series B and series B-1). The conversion price is subject to certain adjustments in accordance with the Section 2 of the Second Amended and Restated Operating Agreement; however, there have been no adjustments to date.

Mandatory conversion

Each share of preferred stock shall automatically convert into that number of common shares as is determined by dividing the original issue price of the preferred share by the applicable conversion price, upon the occurrence of either the agreement of the holders of at least 75% of the then outstanding preferred shares voting together as a single class, or the closing of the sale of the Company’s common stock (or a successor in interest to the Company) in a firm commitment underwritten public offering pursuant to an effective registration statement under the

F-44

Evolent Health Holdings, Inc.

Notes to financial statements

Securities Act of 1933, in which the gross cash proceeds to the Company (before deduction of underwriting discount, commissions and expenses of sale) are at least $75 million and the price per share paid by the public for common stock of Evolent Holdings is at least three times the original series B issue price.

Right to sell by significant securityholders

If any time after September 23, 2018, but before September 23, 2020, any significant securityholder (i.e., The Advisory Board, UPMC or TPG) wishes to pursue a sale of Evolent LLC, and neither of the other significant securityholders (the “remaining significant securityholders”) wishes to pursue the sale process, then the selling significant securityholder shall have the right to sell and the remaining significant securityholders may purchase (or cause Evolent LLC to purchase) the units of the selling significant securityholder at the then fair value. This right applies to series A and series B preferred units. This provision provides that in certain circumstances two of the three significant securityholders can cause Evolent LLC to repurchase the selling significant securityholder’s units. As such, these shares are classified as mezzanine equity on the balance sheets. However, as the maximum number of shares that the Company can be obligated to repurchase by the remaining significant securityholders is the number of shares held by the significant securityholder that holds the largest number of shares, this is the amount that is presented in mezzanine equity. As Evolent Holdings is contractually required to repurchase shares of series A and series B preferred stock upon a repurchase of the related series A and series B preferred units by Evolent LLC, these repurchases would be outside the control of the Company.

Redemption of series B-1 preferred stock

The series B-1 preferred shares contain a purchaser-initiated redemption that states that under certain circumstances the purchaser may force the redemption of the preferred shares to the Company. As this event is not solely within the control of the Company, these preferred shares are presented in mezzanine equity.

Dividends and distributions

The holders of preferred stock are entitled to receive a preferred return for each outstanding preferred share payable in preference and priority to the payment of distributions on common shares. The preferred return accrues on a daily basis at a rate of 8% per annum from the original issuance date (and in the case of the series A preferred shares, from the date of the original issuance of shares of series A preferred stock by Evolent Health, Inc.). All accrued but unpaid preferred returns are payable when, as and if declared by the Board of Directors or upon the occurrence of a liquidation event. As of December 31, 2014, holders of preferred stock have an aggregate accrued and unpaid preferred return in respect of the series B, series A and series B-1 preferred units of $2.5 million, $10.0 million and $0.1 million, respectively.

5. Equity method investment

On September 23, 2013, the Company deconsolidated Evolent LLC and recorded its retained 57% economic interest as an equity method investment. As of December 31, 2014 and 2013, the carrying amount of our equity investment in Evolent LLC was $37.2 million and $50.9 million, respectively, reported on our Balance Sheets as “Equity method investment.” The Company recorded this equity investment at fair value on September 23, 2013, which was an amount in excess of its share of the book value of the net assets at Evolent LLC. Accordingly,

F-45

Evolent Health Holdings, Inc.

Notes to financial statements

the Company performed a purchase price allocation to assign the basis differential to various assets and liabilities on a fair value basis. The Company utilized customary valuation techniques to allocate this value, mainly to intangible assets, which required the use of subjective judgments including projected future cash flows, discount rates, royalty rates and useful lives. This basis differential is being amortized over the useful life of the underlying assets.

The allocation of profits and losses to the shareholders of Evolent LLC are based upon the Master Investor Rights’ Agreement executed by the preferred members of Evolent LLC. As part of recording our equity portion of the losses of Evolent LLC, the Company applies the hypothetical liquidation at book value basis of accounting which allocates profits and losses to the members based upon the value that would accrue to each member at each period end based upon a theoretical liquidation at book value at that time.

During the period from September 23, 2013, through December 31, 2013, Evolent Holdings’ proportionate share of the losses of Evolent LLC was $4.2 million, which includes $0.7 million related to the amortization of the basis differential. During the year ended December 31, 2014, Evolent Holdings’ proportionate share of the losses of Evolent LLC was $25.2 million, which included $2.0 million related to the amortization of the basis differential.

The following is a summary of the financial position (in thousands) of Evolent LLC as of December 31, 2014 and 2013:

	As of December 31,
	2014		2013
Assets
Current assets	$	56,718	$	80,292
Non-current assets		27,586		21,683
Total assets	$	84,304	$	101,975
Liabilities
Current liabilities	$	50,029	$	29,322
Non-current liabilities		5,772		3,358
Total Liabilities		55,801		32,680
Redeemable preferred units and members’ equity
Redeemable preferred units		15,734		38,251
Members’ equity		12,769		31,044
Total liabilities, redeemable preferred units and members’ equity	$	84,304	$	101,975

The following is a summary of the operating results of Evolent LLC (in thousands) for the years ended December 31, 2014 and 2013:

	For the years ended December 31,
	2014			2013
Total revenues	$	100,888		$	40,281
Cost of revenue		73,122			46,327
Net income (loss)		(52,263	)		(32,814	)

F-46

Evolent Health Holdings, Inc.

Notes to financial statements

6. Debt

During the period from January 2013, through September 2013, interim funding was provided to the Company from existing investors in the form of convertible term notes bearing interest at a rate of 8% per annum, with such interest accruing on a daily basis and compounded annually. The total outstanding principal amount of the interim funding provided was $23.0 million. Total interest expense and accrued interest associated with these convertible notes was $0.8 million. On the closing of the series B financing on September 23, 2013, $13.5 million of convertible notes and accrued interest were converted into series B preferred stock in Evolent Holdings on a dollar for dollar basis, and $10.4 million of convertible notes and accrued interest were converted into series B preferred units at Evolent LLC on a dollar for dollar basis. As of December 31, 2014 and 2013, there was no outstanding debt.

7. Property and equipment

As of December 31, 2014 and 2013, there were no property and equipment balances recorded on our Balance Sheets due to the deconsolidation of Evolent LLC. Total depreciation and amortization expense related to property and equipment was $0.8 million for the year ended December 31, 2013.

8. Intangible assets

As of December 31, 2014 and 2013, there were no intangible asset balances recorded on our Balance Sheets due to the deconsolidation of Evolent LLC.

Amortization expense related to intangible assets for the year ended December 31, 2013, was $0.4 million.

9. Commitments and contingencies

Revenue guarantees

UPMC reseller agreement

Evolent LLC and UPMC are parties to a Reseller, Services and Non-Competition Agreement, dated August 31, 2011 (the “Original UPMC Reseller Agreement”), which was amended and restated by the parties on June 27, 2013 (as so amended, the “UPMC Reseller Agreement”). Under the terms of the UPMC Reseller Agreement, UPMC has appointed Evolent LLC as a non-exclusive reseller of certain services, subject to certain conditions and limitations specified in the UPMC Reseller Agreement. If Evolent LLC fails to generate minimum revenue for UPMC as a result of the provision of services during the four year period ending August 31, 2015, UPMC shall be entitled to receive, for no consideration, up to 250,000 common units, based on a formula set forth in the UPMC Reseller Agreement. In consideration for Evolent LLC’s obligations under the UPMC Reseller Agreement and subject to certain conditions described therein, UPMC has agreed not to sell certain products and services directly to Evolent LLC’s customers and top prospects. As of December 31, 2014, Evolent LLC expected to surpass the minimum revenue threshold under this agreement by the first quarter 2015.

The Advisory Board Company reseller agreement

Evolent LLC and The Advisory Board are parties to a Services, Reseller, and Non-Competition Agreement, dated August 31, 2011 (the “Original Advisory Board Reseller Agreement”), which was amended and restated by the parties on June 27, 2013 (as so amended, the “Advisory Board Company Reseller Agreement”). Under the terms of the Advisory Board Company Reseller Agreement, The Advisory Board shall provide certain services to

F-47

Evolent Health Holdings, Inc.

Notes to financial statements

Evolent LLC on an as-requested basis. Evolent LLC met its obligation to purchase $0.2 million during the first year of the agreement. In addition, The Advisory Board has a right of first offer to provide certain specified services during the term of the Agreement. Lastly, under the Advisory Board Company Reseller Agreement, Evolent LLC and The Advisory Board agreed to forego the establishment of a Value-Based Care Innovation Center (the “Center”), which had been contemplated by the Original The Advisory Board Reseller Agreement and pursuant to which Evolent LLC would pay The Advisory Board for the provision of services during the first two years of the Center’s operation. In lieu of the establishment of the Center, Evolent LLC agreed to purchase and did purchase an additional $1.0 million of services from The Advisory Board prior to August 31, 2014. As of December 31, 2014, the Company has met this commitment.

Indemnifications

The Company’s managed service agreements generally include a provision by which the Company agrees to defend its customers against third party claims (a) for death, bodily injury, or damage to personal property caused by Company negligence or willful misconduct, (b) by former or current Company employees arising from such managed service agreements, (c) for intellectual property infringement under specified conditions, and (d) for Company violation of applicable laws, and to indemnify them against any damages and costs awarded in connection with such claims. To date, the Company has not incurred any material costs as a result of such warranties and indemnities and has not accrued any liabilities related to such obligations in the accompanying financial statements.

Registration rights agreement

The Company entered into a Master Investors’ Rights Agreement with its preferred shareholders. Pursuant to this agreement, the Company has granted the preferred shareholders certain registration rights which obligate the Company to file registration statements in the future with respect to the registration of the common shares underlying the preferred units.

Concentration of credit risk

The Company is subject to significant concentrations of credit risk related to cash and cash equivalents, short-term investments and accounts receivable. The Company’s cash and cash equivalents and short-term investments are held at financial institutions that management believes to be of high credit quality. While the Company maintains its cash and cash equivalents and short term investments with financial institutions with high credit ratings, it often maintains these deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses on cash and cash equivalents and short term investments to date. As of December 31, 2014 and 2013, the Company did not hold any cash and cash equivalents, short-term investments or accounts receivable; however, certain balances were recorded during 2013. The following table summarizes those customers who represented at least 10% of our revenues for the periods presented:

	For the years   ended December 31,
	2014		2013
Customer A		N/A		13%
Customer B		N/A		10%
Customer C		N/A		34%
Customer D		N/A		13%

F-48

Evolent Health Holdings, Inc.

Notes to financial statements

10. Stock-based incentive plan

We sponsor a stock-based incentive plan for Evolent LLC employees that provides for the issuance of stock options and restricted stock in the Company’s common stock. Stock-based awards vest over a four year period and expire ten years from the date of grant. Prior to the Reorganization, stock-based compensation followed an employee model as the awards were granted in the stock of the company to employees of the company. Subsequent to the Reorganization, the stock-based compensation awards are granted in the stock of the Company to employees of the equity method investee, Evolent LLC, requiring Evolent LLC to use a non-employee model for recognizing stock-based compensation, which requires the awards to be marked-to-market through net income at the end of each reporting period until vesting occurs. Subsequent to the Reorganization, the Company is not required to record stock-based compensation as these individuals are not providing service to the Company.

Under Evolent LLC’s Amended and Restated Operating Agreement, Evolent LLC is required to issue an identical amount of common units to the Company in exchange for the underlying stock. As a result, the Company records an increase in the equity method investment and a non-cash issuance of common equity. As the Company is issued a similar amount of common units of Evolent LLC, the Company is effectively made whole; therefore, no additional stock-based compensation expense is recorded by the Company.

The 2011 Equity Incentive Plan was amended on September 23, 2013, to increase the number of shares authorized to 2,285,317 shares of Evolent Holdings common stock. As of December 31, 2014, 1,039,100 stock options and 943,810 shares of restricted stock of Evolent Holdings have been issued under the Plan.

Common stock valuation

The historical valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, we considered all relevant facts and circumstances known at the time of valuation, made certain assumptions based on future expectations and exercised significant judgment to determine the fair value of our common stock. The factors considered in determining the fair value include, but are not limited to the following:

• Valuations of our common stock;

• Recent issuances of preferred stock, as well as the rights, preferences and privileges of our preferred stock relative to our common stock;

• Evolent Holdings’ historical financial results and estimated trends and projections for our future operating and financial performance;

• Likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions;

• The market performance of comparable, publicly-traded companies; and

• The overall economic and industry conditions and outlook.

Prior to December 31, 2014, when estimating the value of our common stock, our Board of Directors determined the equity value of the business by considering primarily income-based approaches. The income-based approach estimates value based on the expectation of future cash flows that a company will generate and the residual value

F-49

Evolent Health Holdings, Inc.

Notes to financial statements

of the company after the forecasted period. The future cash flows are discounted using a discount rate derived based upon venture capital rates commensurate with our risk profile. Additionally, we applied a discount to recognize the lack of marketability due to being a closely held company. Finally, we estimated the time to a future liquidity event at each valuation date based upon our expectations at each valuation date.

As of December 31, 2014, we utilized a probability-weighted expected return method (“PWERM”) to determine the value of our common stock due to the three distinct liquidity events considered as of the valuation date. An analysis of the future values of our common stock was performed for each of the potential liquidity events, and the value of the common stock was determined for each liquidity event at the time of each liquidity event and discounted back to the present using a risk-adjusted discount rate. The present values of the common stock under each liquidity event were then weighted based on the probability of each outcome occurring to determine the value of the common stock. We utilized a combination of the income-based approach and market approach for the distinct liquidity events. A discounted cash flow analysis was used for the income approach. Under the market approach, a market multiple was selected based on the estimated exit timing.

In order to determine the fair value of our common stock, we generally first determine our business enterprise value (“BEV”) and then allocate the BEV to each element of our capital structure (preferred stock, common stock and options). Our indicated BEV at each valuation date was allocated to the shares of preferred stock, common stock and options using the Black-Scholes option pricing model. Estimates of the volatility of our common stock were based on available information on the volatility of common stock of comparable, publicly-traded companies and estimates of expected term were based on the estimated time to a liquidity event.

Stock options

The option price assumptions used for our stock option awards were as follows:

Weighted-average fair value per option granted	$	7.48
Assumptions:
Expected life (in years)		6.25
Expected volatility		35%
Risk-free interest rate		1.8 - 2%
Dividend yield		0%

No options were granted during 2013.

The fair value of options is determined using a Black-Scholes options valuation model with the assumptions disclosed in the table above. The dividend rate is based on the expected dividend rate during the expected life of the option. Expected volatility is based on the historical volatility of a peer group of public companies over the most recent period commensurate with the estimated expected term of the Company’s awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of the options granted represents the weighted-average period of time from the grant date to the date of exercise, expiration or cancellation based on the midpoint convention.

F-50

Evolent Health Holdings, Inc.

Notes to financial statements

Information with respect to our stock options (aggregate intrinsic value shown in thousands) was as follows:

	Shares			Weighted- average exercise price		Weighted- average remaining contractual term		Aggregate intrinsic value
Outstanding as of December 31, 2013		—		$	—
Granted		1,039,100			15.36
Exercised		(3,000	)		15.36
Outstanding as of December 31, 2014		1,036,100		$	15.36		9.36	$	12,537
Vested and expected to vest after December 31, 2014		984,295		$	15.36		9.36	$	11,910
Exercisable at December 31, 2014		184,150		$	15.36		9.26	$	2,228

The total fair value of options vested during the years ended December 31, 2014 and 2013, was $2.3 million and zero, respectively. The total intrinsic value of options exercised during the year ended December 31, 2014, was less than $0.1 million.

Restricted stock

As of December 31, 2014 and 2013, Evolent LLC issued 943,810 and 956,506 common units, respectively, to Evolent Holdings, in connection with the issuance by Evolent Holdings of shares of its common stock to employees of Evolent LLC. These shares were issued in the form of restricted stock awards. The awards, which vest ratably over a four year period, were issued to the respective employees for no consideration. The aggregate value of the units issued to Evolent Holdings in connection with each restricted stock award is recognized as compensation expense over the vesting period.

Information with respect to our restricted stock awards was as follows:

	Shares			Weighted- average grant-date fair value
Outstanding as of December 31, 2013		568,749		$	0.60
Vested		(237,105	)		0.59
Forfeited		(12,696	)		1.22
Outstanding as of December 31, 2014		318,948		$	0.59

11. Income taxes

For financial reporting purposes, income before income tax is derived from domestic sources. The current and deferred tax amounts for the years ended December 31, 2014 and 2013, were less than $0.1 million per year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the tax rates expected to be in effect when taxes are paid or recovered.

F-51

Evolent Health Holdings, Inc.

Notes to financial statements

Significant components of the Company’s deferred tax assets and liabilities for the years ended December 31, 2014 and 2013, were as follows:

	As of December 31,
	2014			2013
Deferred tax assets:
Start-up/organizational costs	$	406		$	412
Internally developed software costs		4,655			—
Net operating loss		30,683			17,900
Other		105			8
Subtotal		35,849			18,320
Valuation allowance		(6,915	)		(229	)
Total deferred tax assets		28,934			18,091
Deferred tax liabilities:
Equity-method investment		28,934			18,091
Total deferred tax liabilities		28,934			18,091
Net deferred tax assets (liabilities)	$	—		$	—

As of December 31, 2014, the Company had net operating losses of approximately $75 million that are available to offset future taxable income and begin to expire in 2031 through 2034. Internal Revenue Code Section 382 imposes limitations on the utilization of net operating loss (“NOL”) in the event of certain changes in ownership of the Company. This could limit the Company’s ability to utilize pre-change NOLs and could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect. Under the Internal Revenue Code, certain substantial changes in the Company’s ownership may limit the amount of net operating loss carry forwards that can be utilized in any one year to offset future taxable income.

A valuation allowance of $6.9 million and $0.2 million was recorded against the gross deferred tax asset balance as of December 31, 2014 and 2013, respectively. For the year ended December 31, 2014, the Company recorded a net valuation allowance increase of $6.7 million due to the increase in the net deferred tax assets for which a full valuation allowance was maintained.

A reconciliation of the U.S. statutory tax rate to our effective income tax rate for 2014 and 2013 is presented below:

	As of December 31,
	2014		2013
U.S. statutory tax rate		35.0%		35.0%
U.S. state income taxes, net of U.S. federal tax benefit		4.0%		2.8%
Change in valuation allowance		-26.5%		-33.7%
Non-deductible goodwill associated with reorganization		0.0%		-5.0%
Non-deductible stock-based compensation expense		-11.0%		0.0%
Other, net		-1.5%		0.9%
Effective rate		0.0%		0.0%

F-52

Evolent Health Holdings, Inc.

Notes to financial statements

As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. As of December 31, 2014 and 2013, the Company continued to maintain a full valuation allowance on the net deferred tax asset due to the history of losses.

At the end of each reporting period, the Company had not recognized any uncertain tax positions or penalties as it has concluded that no such positions exist. If recognized, penalties and interest related to uncertain tax positions would be recorded as a component of the provision for income taxes and total accrued interest and penalties would be included in the non-current other liabilities in the balance sheet. The Company is not currently subject to income tax audits in any U.S. or state jurisdictions for any tax year.

12. Defined contribution plan

Evolent LLC sponsors a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. The Company made matching contributions to the plan in accordance with the plan documents and various limitations under Section 401(a) of the Internal Revenue Code of 1986, as amended, prior to the deconsolidation of Evolent LLC. There have been no contributions made by Evolent Holdings subsequent to the deconsolidation. Contributions of $0.6 million were made in 2013 prior to the deconsolidation.

13. Earnings per share

The following table sets forth the computation of basic and diluted earnings per share under the two-class method available for common stockholders (in thousands, except per share data):

	For the years ended December 31,
	2014			2013
Net income (loss)	$	(25,246	)	$	20,023
Less: Undeclared cumulative dividends on convertible preferred stock		(5,141	)		(3,659	)
Less: Redemption of preferred stock at amount in excess of carrying value		(750	)		—
Less: Undistributed income allocated to participating securities		—			(13,946	)
Net income (loss) available to common shareholders—basic	$	(31,137	)	$	2,418
Adjustments to net income for dilutive securities		—			539
Net income (loss) available to common stockholders—diluted	$	(31,137	)	$	2,957
Weighted average common shares outstanding—basic		578.4			241.0
Dilutive effect of restricted stock		—			67.3
Dilutive effect of preferred stock		—			438.6
Weighted-average common shares outstanding—diluted		578.4			746.9
Earnings (Loss) Per Share
Basic	$	(53.83	)	$	10.03
Diluted		(53.83	)		3.96

F-53

Evolent Health Holdings, Inc.

Notes to financial statements

Anti-dilutive capital stock (in thousands) excluded from the calculation of weighted-average average common shares presented above are presented below:

	For the years ended December 31,
	2014		2013
Convertible preferred stock		5,555.6		3,930.2
Restricted stock		198.1		—
Total		5,753.7		3,930.2

14. Related parties

The Company and Evolent LLC work closely with both of its founding shareholders, The Advisory Board and UPMC. The relationship with The Advisory Board is centered on educating health system CEOs on innovations in the healthcare space. In return, the Company and Evolent LLC make valuable connections with CEOs of health systems that could then become customers. The Company’s and Evolent LLC’s relationship with UPMC is a more traditional subcontractor one where UPMC has agreed to execute certain tasks necessary to deliver on the Company’s or Evolent LLC’s customer commitments.

As of December 31, 2014 and 2013, the Company had no accounts receivable due from, accounts payable to, or accrued expenses from The Advisory Board or UPMC. Total expenses attributable to The Advisory Board and UPMC through the date of deconsolidation were $0.7 million and $0.9 million, respectively, for the year ended December 31, 2013.

During 2012, the Company sold preferred series A shares to certain customers for strategic purposes while concurrently entering into revenue contracts with those customers. The Company concluded the $4.5 million in gross proceeds collected for those shares represented fair value of the shares at the time of sale. As of December 31, 2014 and 2013, the Company had no accounts receivable due from these customers. During 2013 through the date of deconsolidation, the Company recognized $12.6 million of revenue related to these customers.

In January 2014, the Company issued shares of series B-1 preferred stock to a customer of Evolent LLC for strategic purposes while Evolent LLC concurrently entered into a revenue contract with the customer. Evolent LLC issued an identical number of membership units to Evolent Holdings and recorded the proceeds in the form of a capital contribution. Based on a contemporaneous valuation, the Company concluded that the $1.0 million in gross proceeds was consistent with fair value. The proceeds were received directly by Evolent LLC.

In July 2014, Evolent Holdings repurchased 75,000 shares of series A preferred stock from a customer while Evolent LLC concurrently negotiated terms of a revenue arrangement. The Company repurchased an identical number of membership units for the same value from Evolent Holdings. Based on a contemporaneous valuation, Evolent LLC concluded that the repurchase was consistent with fair value. Additionally, the Company issued 25,000 shares of series B-1 preferred stock to the same customer of Evolent LLC for no consideration while Evolent LLC concurrently negotiated terms of a revenue arrangement. Evolent LLC issued an identical number of membership units to the Company. The proceeds were received directly by Evolent LLC.

F-54

Evolent Health Holdings, Inc.

Notes to financial statements

15. Subsequent events

The Company completed its subsequent events assessment through March 6, 2015. No material subsequent events were identified.

16. Subsequent events (unaudited)

In April 2015, Evolent LLC amended its existing platform and operations agreement with one of its customers. The amended agreement reduces the contractually guaranteed revenue over the service period and provides the customer with a 60-day put option expiring on May 31, 2015, to require the Company to repurchase the customer’s preferred shares for $42.58 per share for a total of $10.6 million. The put option was exercised on April 27, 2015. However, certain existing investors assumed this obligation and will repurchase the shares directly from the customer. As a result, there was no impact to the Company’s financial statements as a result of the put option.

F-55

             shares

Evolent Health, Inc.

Class A common stock

Prospectus

J.P. Morgan Goldman, Sachs & Co.

                    , 2015

Until                     , 2015, all dealers that buy, sell or trade our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution

	Amount to be paid
Registration fee	$	11,620
FINRA filing fee
Listing fee
Transfer agent’s fees
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Blue Sky fees and expenses
Miscellaneous
Total	$

Each of the amounts set forth above, other than the registration fee and the FINRA filing fee, is an estimate.

Item 14. Indemnification of directors and officers

Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s amended and restated certificate of incorporation will provide for indemnification by the registrant of its directors, officers and employees to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s amended and restated certificate of incorporation will provide for such limitation of liability.

The registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The proposed form of underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification of directors and officers of the registrant by the underwriters against certain liabilities.

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Item 15. Recent sales of unregistered securities

The following list sets forth information regarding all securities sold or issued by the predecessor to the registrant in the three years preceding the date of this registration statement. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these shares In each of the transactions described below, the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

1. Common Stock: As of April 30, 2015, 1,011,871 shares of common stock of Evolent Health Holdings, Inc. were issued and outstanding. Of this amount, 943,810 shares of common stock of Evolent Health Holdings, Inc. were granted to employees and non-employee directors of Evolent Health LLC under the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan, which we refer to as the Plan, in the form of restricted stock, or Restricted Stock, which generally vest over a period of four years from the date of grant. During fiscal 2012, 585,714 shares of Restricted Stock were issued to employees and non-employee directors of Evolent Health LLC. During fiscal 2013, 15,525 shares of Restricted Stock were issued to employees and non-employee directors of Evolent Health LLC. In January 2014, Evolent Health Holdings, Inc. issued 65,061 shares of common stock to a customer of Evolent Health LLC in exchange for $0.3 million.

2. Series A Preferred Stock: In September 2013, Evolent Health Holdings, Inc. issued 1,975,000 shares of Series A preferred stock to UPMC in exchange for a like number of shares of Series A preferred stock of the predecessor to Evolent Health LLC, 1,525,000 shares of its Series A preferred stock to The Advisory Board in exchange for a like number of shares of Series A preferred stock of the predecessor to Evolent Health LLC and 400,000 shares of its Series A preferred stock to customers of Evolent Health LLC in exchange for a like number of shares of Series A preferred stock of the predecessor to Evolent Health LLC.

3. Series B Preferred Stock: In September 2013, Evolent Health Holdings, Inc. issued 1,616,844 shares of Series B preferred stock to UPMC in exchange for $24.8 million.

4. Series B-1 Preferred Stock: In January 2014, Evolent Health Holdings, Inc. issued 65,105 shares of Series B-1 preferred stock to a customer of Evolent Health LLC for aggregate proceeds of $1.0 million paid to Evolent Health LLC. In July 2014, Evolent Health Holdings, Inc. issued 25,000 shares of Series B-1 preferred stock for no consideration to a customer of Evolent Health LLC.

5. Class A Common Stock and Class B Common Stock: On                     , 2015, we issued             shares of our Class A common stock and             shares of our Class B common stock in connection with the transactions that we refer to as the offering reorganization. These shares were issued to a limited number of investors, all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment. The issued shares were exchanged on a pro rata basis and the consideration represented the same investment in the Evolent Health business already held by such investors, but in a different form.

6. Stock Options: During fiscal year 2014 and through April 30, 2015, we granted to employees and directors of Evolent Health LLC options to purchase an aggregate of 1,285,600 shares of our common stock under the Plan at exercise prices ranging from $15.36 to $27.46 per share. These were our only grants of stock options during the period beginning December 1, 2011 and ending April 30, 2015. During this period, 3,000 of these options were exercised. We were not subject to the reporting requirements of the Exchange Act at the time of issuance of any of these options, and the amount of options issued in any consecutive twelve-month period did not exceed $5.0 million and did not exceed the greater of 15% of our total assets or 15% of the outstanding amount

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of our common stock, each of which was greater than $1.0 million at the time of such issuances. The Plan, a copy of which was delivered to each recipient of options, constitutes a “written compensatory benefit plan”. Accordingly, the issuance of these securities was deemed to be exempt from registration under the Securities Act in reliance on Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of securities in these transactions represented their intention to acquire securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

The offers, sales and issuances of the securities described in (1) through (5) above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.

Item 16. Exhibits and financial statement schedules

(a) The following exhibits are filed as part of this registration statement:

Exhibit number	Description
1.1**	Form of Underwriting Agreement
3.1*	Form of Amended and Restated Certificate of Incorporation of Evolent Health, Inc.
3.2*	Form of Amended and Restated By-Laws of Evolent Health, Inc.
4.1**	Form of Class A common stock certificate
4.2*	Form of Registration Rights Agreement by and among Evolent Health, Inc. and certain stockholders of Evolent Health, Inc.
5.1**	Opinion of Cravath, Swaine & Moore LLP regarding validity of the shares of Class A common stock registered
10.1*	Second Amended and Restated Operating Agreement of Evolent Health LLC, dated as of January 6, 2014
10.2**	Form of Third Amended and Restated Operating Agreement of Evolent Health LLC
10.3**	Form of Basis Step-Up Tax Receivables Agreement
10.4**	Form of Net Operating Loss Tax Receivables Agreement
10.5*	Form of Exchange Agreement by and among Evolent Health, Inc., Evolent Health LLC and certain Stockholders of Evolent Health, Inc.
10.6*	Amended and Restated Master Investors’ Rights Agreement among Evolent Health Holdings, Inc., Evolent Health LLC and the Investors named therein, dated as of January 6, 2014
10.7**	Form of Stockholders’ Agreement by and among Evolent Health, Inc. and certain stockholders of Evolent Health, Inc.
10.8*+	VPHealth, Inc. 2011 Equity Incentive Plan
10.9*+	Amendment No. 1 to the Evolent Health Holdings, Inc. 2011 Equity Incentive Plan
10.10*+	Evolent Health, Inc. 2015 Omnibus Equity Incentive Plan
10.11*+	Consulting Agreement by and between Evolent Health LLC and NCP, Inc., dated as of March 12, 2014

II-3

Exhibit number	Description
10.12*†	Amended and Restated HealthPlaNet Technology License Agreement between UPMC and Evolent Health, Inc., dated as of June 27, 2013
10.13*†	Amended and Restated Intellectual Property License and Development Services Agreement between UPMC and Evolent Health, Inc., dated as of June 27, 2013
10.14*†	Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC Health Plan, Inc. and Evolent Health, Inc., dated as of June 27, 2013
10.15*	Amended and Restated Intellectual Property License and Data Access Agreement by and between The Advisory Board Company and Evolent Health, Inc., dated as of June 27, 2013
10.16*	Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory Board Company and Evolent Health, Inc., dated as of June 27, 2013
10.17*†	First Amendment to the Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory Board Company and Evolent Health LLC, dated as of May 1, 2015
10.18*	Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of July 31, 2012
10.19*	First Amendment to Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of March 1, 2013
10.20*	Second Amendment to Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of April 1, 2014
21.1**	Subsidiaries of Evolent Health, Inc.
23.1*	Consent of PricewaterhouseCoopers LLP—Evolent Health LLC
23.2*	Consent of PricewaterhouseCoopers LLP—Evolent Health Holdings, Inc.
23.3**	Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1)
24.1*	Power of Attorney (included in the signature page to this registration statement)

* Filed herewith.

** To be filed by amendment.

+ Constitutes a management contract or compensatory plan or arrangement.

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the SEC.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the

II-4

successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the

question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

Signatures

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Virginia, on May 4, 2015.

EVOLENT HEALTH, INC.
By:	/s/ Frank Williams
	Frank Williams
	Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nicholas McGrane, Jonathan Weinberg, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Frank Williams	Chief Executive Officer and Director (Principal Executive Officer)	May 4, 2015
Frank Williams
/s/ Nicholas McGrane	Chief Financial Officer (Principal Financial Officer)	May 4, 2015
Nicholas McGrane
/s/ Cynthia Cann	Chief Accounting Officer (Principal Accounting Officer)	May 4, 2015
Cynthia Cann
/s/ David Farner	Director	May 4, 2015
David Farner
/s/ Matthew Hobart	Director	May 4, 2015
Matthew Hobart
/s/ Diane Holder	Director	May 4, 2015
Diane Holder

Name	Title	Date
/s/ Michael Kirshbaum	Director	May 4, 2015
Michael Kirshbaum
/s/ Robert Musslewhite	Director	May 4, 2015
Robert Musslewhite
/s/ Norman Payson, MD	Director	May 4, 2015
Norman Payson, MD

Exhibit index

Exhibit number	Description
1.1**	Form of Underwriting Agreement
3.1*	Form of Amended and Restated Certificate of Incorporation of Evolent Health, Inc.
3.2*	Form of Amended and Restated By-Laws of Evolent Health, Inc.
4.1**	Form of Class A common stock certificate
4.2*	Form of Registration Rights Agreement by and among Evolent Health, Inc. and certain stockholders of Evolent Health, Inc.
5.1**	Opinion of Cravath, Swaine & Moore LLP regarding validity of the shares of Class A common stock registered
10.1*	Second Amended and Restated Operating Agreement of Evolent Health LLC, dated as of January 6, 2014
10.2**	Form of Third Amended and Restated Operating Agreement of Evolent Health LLC
10.3**	Form of Basis Step-Up Tax Receivables Agreement
10.4**	Form of Net Operating Loss Tax Receivables Agreement
10.5*	Form of Exchange Agreement by and among Evolent Health, Inc., Evolent Health LLC and certain Stockholders of Evolent Health, Inc.
10.6*	Amended and Restated Master Investors’ Rights Agreement among Evolent Health Holdings, Inc., Evolent Health LLC and the Investors named therein, dated as of January 6, 2014
10.7**	Form of Stockholders’ Agreement by and among Evolent Health, Inc. and certain stockholders of Evolent Health, Inc.
10.8*+	VPHealth, Inc. 2011 Equity Incentive Plan
10.9*+	Amendment No. 1 to Evolent Health Holdings, Inc. 2011 Equity Incentive Plan
10.10*+	Evolent Health, Inc. 2015 Omnibus Equity Incentive Plan
10.11*+	Consulting Agreement by and between Evolent Health LLC and NCP, Inc., dated as of March 12, 2014
10.12*†	Amended and Restated HealthPlaNet Technology License Agreement between UPMC and Evolent Health, Inc., dated as of June 27, 2013
10.13*†	Amended and Restated Intellectual Property License and Development Services Agreement between UPMC and Evolent Health, Inc., dated as of June 27, 2013
10.14*†	Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC Health Plan, Inc. and Evolent Health, Inc., dated as of June 27, 2013
10.15*	Amended and Restated Intellectual Property License and Data Access Agreement by and between The Advisory Board Company and Evolent Health, Inc., dated as of June 27, 2013
10.16*	Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory Board Company and Evolent Health, Inc., dated as of June 27, 2013

Exhibit number	Description
10.17*†	First Amendment to the Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory Board Company and Evolent Health LLC, dated as of May 1, 2015
10.18*	Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of July 31, 2012
10.19*	First Amendment to Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of March 1, 2013
10.20*	Second Amendment to Deed of Lease by and between North Glebe Office, LLC and Evolent Health, Inc., dated as of April 1, 2014
21.1**	Subsidiaries of Evolent Health, Inc.
23.1*	Consent of PricewaterhouseCoopers LLP—Evolent Health LLC
23.2*	Consent of PricewaterhouseCoopers LLP—Evolent Health Holdings, Inc.
23.3**	Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1)
24.1*	Power of Attorney (included in the signature page to this registration statement)

* Filed herewith.

** To be filed by amendment.

+ Constitutes a management contract or compensatory plan or arrangement.

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the SEC.

EX-3.1

Exhibit 3.1

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EVOLENT HEALTH, INC.

EVOLENT HEALTH, INC., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the corporation is EVOLENT HEALTH, INC. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on December 12, 2014 (as in effect immediately prior to the adoption and effectiveness hereof, the “Original Certificate of Incorporation”).

2. This Amended and Restated Certificate of Incorporation (this “Certificate”) has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and shall be effective as of [            ] on [            ], 2015.

3. The Original Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

SECTION 1.01. Name. The name of the corporation (hereinafter called the “Corporation”) is Evolent Health, Inc.

ARTICLE II

SECTION 2.01. Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

SECTION 3.01. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

SECTION 4.01. Authorized Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is [                ] shares, consisting of (1) [                ] shares of preferred stock, par value $0.01 per share (“Preferred Stock”) and (2) [                ] shares of common stock, divided into [                ] shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and [                ] shares of Class B common stock, par value $0.01 per share, (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”). Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any of the Preferred Stock, the Class A Common Stock or the Class B Common Stock may be increased or decreased by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Preferred Stock, the Class A Common Stock or the Class B Common Stock voting separately as a class shall be required therefor. Notwithstanding the foregoing, the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding plus, in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with (i) the exchange of all outstanding Class B Common Stock and all outstanding Class B Common Units pursuant to the Exchange Agreement and (ii) the exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for Class A Common Stock.

SECTION 4.02. Preferred Stock.

(a) The board of directors of the Corporation (the “Board”) is hereby expressly authorized, by resolution or resolutions and by filing a certificate pursuant to applicable law, and subject to any limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

(b) Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted to such holders by this Certificate (including any certificate of designation relating to such series).

SECTION 4.03. Common Stock.

(a)Voting Rights.

(1) Except as may otherwise be provided in this Certificate or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote and shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with the holders of Preferred Stock); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(2) The holders of the outstanding shares of Class A Common Stock and Class B Common Stock shall be entitled to vote separately as a class upon any amendment to this Certificate (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences, or special rights of a class of stock so as to affect them adversely.

(b) Dividends, Stock Splits or Combinations.

(1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends of cash or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the Board in its discretion may determine. If a distribution of cash is declared and paid to the Corporation by Evolent Health LLC, the Corporation shall declare and pay a dividend on the Class A Common Stock to the extent the amount of the distribution received from Evolent Health LLC exceeds the amount of the Corporation’s estimated liability for taxes and its obligations under the Tax Receivables Agreements; provided that the Corporation may retain a sufficient portion of any such distribution amounts received from Evolent Health LLC to satisfy, or to establish adequate reserves in respect of, all liabilities and obligations of the Corporation, at their face value, without a premium, including interest thereon at the applicable rate.

(2) Except as provided in Section 4.03(b)(3) with respect to stock dividends, dividends of cash or property may not be declared or paid on the Class B Common Stock.

(3) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock Adjustment in the class of Common Stock not so adjusted (or corresponding voting power adjustment in the case of shares of Class B Common Stock) at the time outstanding is made in the same proportion and the same manner and (b) the Stock Adjustment has been reflected in the same economically equivalent manner

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on all Class B Common Units. Stock dividends with respect to Class A Common Stock may only be paid with Class A Common Stock or Preferred Stock. Stock dividends with respect to Class B Common Stock may only be paid with Class B Common Stock or Preferred Stock.

(c) Liquidation and Other Events. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock are entitled, if any, the holders of all outstanding shares of Class A Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares of Class A Common Stock held by them. Without limiting the rights of the holders of Class B Common Stock to exchange their shares of Class B Common Stock together with Class B Common Units for shares of Class A Common Stock in accordance with the Exchange Agreement (or for the consideration payable in respect of shares of Class A Common Stock in such voluntary or involuntary liquidation, dissolution or winding up), the holders of shares of Class B Common Stock, as such, will not be entitled to receive, with respect to such shares, any assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d) Exchange of Class B Common Stock and Class B Common Units. Class B Common Stock may be exchanged from time to time together with a corresponding Class B Common Unit for Class A Common Stock in accordance with the Exchange Agreement and the Evolent Health LLC Operating Agreement.

(e) Shares Deliverable in Exchange. The Corporation covenants that it will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon exchange of the outstanding shares of Class B Common Stock and Class B Common Units for Class A Common Stock, such number of shares of Class A Common Stock that are issuable upon any such exchange and shall exchange such shares of Class B Common Stock and a commensurate number of Class B Common Units for shares of Class A Common Stock pursuant to the Exchange Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such exchange by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation). The Corporation covenants that all shares of Class A Common Stock issued upon any such exchange will, upon issuance, be validly issued, fully paid and non-assessable.

(f) Reclassifications. In the event of a reclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then a holder of shares of Class B Common Stock shall be entitled to receive upon exchange of such shares (together with a commensurate number of Class B Common Units) the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction, taking into account any adjustment as a result of any subdivision (by any stock split or dividend, reclassification or otherwise) or combination (by reverse stock split, reclassification or otherwise) of such security that occurs after the effective time of such reclassification or other similar transaction.

SECTION 4.04. Reorganization or Merger. (a) In the case of any reorganization, Share Exchange, consolidation, conversion or merger of the Corporation with or into another person in which shares of Class A Common Stock and Class B Common Stock are converted into (or entitled to receive with respect thereto, including upon an exchange thereof in accordance with the Exchange Agreement) shares of stock and/or other securities or property (including, without limitation, cash) or any other transaction having an effect on stockholders substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger, each holder of a share of Class A Common Stock shall be entitled to receive with respect to each such share the same kind and amount of shares of stock and other securities and property (including, without limitation, cash), but, without limiting the rights of the holders of shares of Class B Common Stock to exchange their shares of Class B Common Stock (together with the corresponding number of Class B Common Units) for shares of Class A Common Stock in accordance with the Exchange Agreement (or for the consideration payable in respect of shares of Class A Common Stock in such reorganization, Share Exchange, consolidation, conversion or merger), each holder of a share of Class B Common Stock shall only be entitled to receive with respect to each such share (together with each corresponding Class B Common Unit) the same number of shares of stock as is received by a holder of a share of Class A Common

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Stock, and shall not be entitled to receive other securities or property (including, without limitation, cash); and such shares of stock received by a holder of shares of Class B Common Stock shall afford the holder thereof no more rights, privileges or preferences than would be afforded the holders of Class B Common Stock hereunder, including without limitation rights, privileges or preferences with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with any reorganization, Share Exchange, consolidation, conversion or merger of the Corporation with or into another person or any other transaction having an effect on stockholders substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each, a “Business Combination Transaction”). Nothing in this Section 4.04(a) shall be deemed to modify any contractual rights of the Principal Stockholders, including the rights set forth in the Tax Receivables Agreements.

(b) In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class A Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) (i) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (x) any of the voting rights of the holders of the Class A Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, and (y) the requisite vote or percentage required to approve or take any action described in this Article IV, in Article VIII or elsewhere in this Certificate or described in the By-laws in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, or (ii) with respect to the economic rights, privileges or preferences of the holders of Class A Common Stock relative to the holders of Class B Common Stock, including, without limitation, with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with a Business Combination Transaction, without, in each case (i) and (ii), the affirmative vote of the holders of a majority of the shares of Class A Common Stock, voting as a separate class.

(c) In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class B Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (i) any of the voting rights of the holders of the Class B Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, and (ii) the requisite vote or percentage required to approve or take any action described in this Article IV, in Article VIII or elsewhere in this Certificate or described in the By-laws in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, without in each case the affirmative vote of the holders of a majority of the shares of Class B Common Stock, voting as a separate class.

ARTICLE V

SECTION 5.01. Board of Directors. (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise fixed by or pursuant to the provisions of Article IV of this Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the total number of the directors of the Corporation shall not be more than ten, with the then-authorized number of directors being fixed from time to time by or pursuant to the By-laws; provided that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations.

(b) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV, then upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of directors of the

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Corporation shall automatically be increased by such specified number of additional directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors pursuant to the provisions of the Board’s designation for the series of Preferred Stock, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total and authorized number of directors of the Corporation shall be reduced accordingly.

SECTION 5.02. Classified Board. The Board (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to Article IV (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Article V; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Article V; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Article V. Commencing with the first annual meeting of stockholders following the effectiveness of this Article V, each director of each class the term of which shall then expire shall be elected to hold office for a three-year term and until such director’s successor has been duly elected and qualified. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board is authorized to assign members of the Board already holding office to Class I, Class II or Class III.

SECTION 5.03. Advance Notice of Nominations. Advance notice of nominations for the election of directors shall be given in the manner and to the extent provided in the By-laws.

SECTION 5.04. Vacancies and Newly Created Directorships. Except as otherwise provided for or fixed by or pursuant to the provisions of Article IV of this Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, newly created directorships resulting from any increase in the number of directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall only be filled by the Board, and not by the stockholders, by the affirmative vote of a majority of the remaining directors then in office, or by a sole remaining director, even though less than a quorum of the Board, subject to the terms of the Stockholders Agreement (so long as such agreement remains in effect). Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any director then in office.

SECTION 5.05. Removal of Directors. Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to Article IV, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of at least 75% of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, subject to the terms of the Stockholders Agreement (so long as such agreement remains in effect); provided, however, that prior to the Trigger Event, any director of the Corporation may be removed with or without cause by the holders of the majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, subject to the terms of the Stockholders Agreement (so long as such agreement remains in effect).

SECTION 5.06. No Cumulative Voting. There shall be no cumulative voting in the election of directors.

ARTICLE VI

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SECTION 6.01. No Action by Written Consent after the Trigger Event. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, from and after the Trigger Event, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

SECTION 6.02. Special Meetings. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, special meetings of stockholders of the Corporation may be called only by (a) the Chairman of the Board, (b) the Chief Executive Officer of the Corporation or (c) the Board pursuant to a resolution approved by a majority of the entire Board. Notwithstanding the immediately preceding sentence, prior to the Trigger Event, special meetings of stockholders of the Corporation may be called by the Secretary of the Corporation at the request of any Principal Stockholder; provided that if any Principal Stockholder holds less than 5% of the voting power of the outstanding shares of Common Stock it held as of the closing of the transactions contemplated by the Underwriting Agreement, the right of such Principal Stockholder to request such special meeting shall automatically terminate. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

SECTION 6.03. No Written Ballot Requirement. Unless and except to the extent that the By-laws shall so require, the election of directors need not be by written ballot.

ARTICLE VII

SECTION 7.01. Adoption, Amendment or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized to make, alter, amend or repeal the By-laws, subject to the power of the stockholders of the Corporation entitled to vote with respect thereto to make, alter, amend or repeal the By-laws; provided, that with respect to the powers of stockholders entitled to vote with respect thereto to make, alter, amend or repeal the By-laws, from and after the Trigger Event, in addition to any other vote otherwise required by law, the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote with respect thereto, voting together as a single class, shall be required to make, alter, amend or repeal the By-laws.

ARTICLE VIII

SECTION 8.01. Amendments. The Corporation reserves the right to amend, alter, change or repeal (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) any provision contained in this Certificate, in the manner now or hereafter prescribed by this Certificate and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article VIII. Notwithstanding the foregoing, from and after the Trigger Event, the provisions set forth in Article V, Sections 6.01 and 6.02 of Article VI, Articles VII, VIII, IX, X and XI may not be repealed or amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) in any respect, and no other provision may be adopted, amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) or repealed which would have the effect of modifying or permitting the circumvention of the provisions set forth in Article V, Sections 6.01 and 6.02 of Article VI, Articles VII, VIII, IX, X and XI, unless such action is approved by the affirmative vote of the holders of not less than 75% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote with respect thereto, voting together as a single class.

ARTICLE IX

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SECTION 9.01. Limitation of Liability of Directors. To the fullest extent that the DGCL or any other law of the State of Delaware as it exists or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. To the fullest extent permitted by law, for purposes of this Section 9.01, “fiduciary duty as a director” shall include, without limitation, any fiduciary duty arising from serving at the Corporation’s request as a director of another corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization, organization, employee benefit plan or other legal entity or enterprise. No amendment or repeal of this Section 9.01 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all directors whom it shall have power to indemnify under such section from and against any and all of the expenses, liabilities or other matters referred to in or covered by such section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X

SECTION 10.01. Opt Out of Section 203 of the DGCL. The Corporation shall not be governed by Section 203 of the DGCL.

SECTION 10.02. Limitation on Certain Business Combinations. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three years following the time that such stockholder became an interested stockholder, unless:

(a) prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or

(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers or (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

(c) at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

SECTION 10.03. Definitions. For purposes of this Article X, references to:

(a) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

(b) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person

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has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(1) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation paragraph (C) of this Article X is not applicable to the surviving entity;

(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(3) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)–(E) of this subsection (3) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(4) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(5) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (1)–(4) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

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(e) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (a) the Principal Stockholders or the permitted transferees, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided that such person specified in this clause (b) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(f) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(1) beneficially owns such stock, directly or indirectly; or

(2) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons; or

(3) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subsection (2) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(g) “permitted transferee” means any person who acquires voting stock of the Corporation from a Principal Stockholder (other than in a public offering) and who is designated in writing by such Principal Stockholder as a “permitted transferee.”

(h) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(i) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(j) “voting stock” means stock of any class or series entitled to vote generally in the election of directors.

ARTICLE XI

SECTION 11.01. Exclusive Forum for Adjudication of Disputes. Unless the Board or one of its committees otherwise approves, in accordance with Section 141 of the DGCL, this Certificate and the By-laws, to the selection of an alternate forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or

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proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Certificate or the By-laws, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate or the By-laws or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine (each, a “Covered Proceeding”).

SECTION 11.02. Personal Jurisdiction. If any action the subject matter of which is a Covered Proceeding is filed in a court other than the Court of Chancery of the State of Delaware, or, where permitted in accordance with Section 11.01 above, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (each, a “Foreign Action”) in the name of any person or entity (a “Claiming Party”) without the prior approval of the Board or one of its committees in the manner described in Section 11.01 above, such Claiming Party shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, where applicable, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware, in connection with any action brought in any such courts to enforce Section 11.01 above (an “Enforcement Action”) and (ii) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for such Claiming Party.

SECTION 11.03. Litigation Costs. Except to the extent prohibited by the DGCL, in the event that a Claiming Party shall initiate, assert, join, offer substantial assistance to or have a direct financial interest in any Foreign Action without the prior approval of the Board or one of its committees in the manner described in Section 11.01, each such Claiming Party shall be obligated jointly and severally to reimburse the Corporation and any director, officer or other employee of the Corporation made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys’ fees and other litigation expenses) that the parties may incur in connection with such Foreign Action.

SECTION 11.04. Notice and Consent. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI and waived any argument relating to the inconvenience of the forums reference above in connection with any Covered Proceeding.

ARTICLE XII

SECTION 12.01. Certain Stockholder Relationships. Because each Principal Stockholder is currently a stockholder of the Corporation and/or is entitled pursuant to the Stockholders Agreement with the right to designate members of the Board, and in anticipation that the Corporation and the Principal Stockholders and their respective Affiliates may engage in similar activities or lines of business and/or have an interest in the same areas of corporate opportunities, and in recognition of (i) the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with the Principal Stockholders and their respective Affiliates (including the service of employees, officers or directors of the Principal Stockholders or their respective Affiliates as directors of the Corporation) and (ii) the potential difficulties attendant to any director fulfilling the full scope of such director’s fiduciary duties in any particular situation, the provisions of this Article XII are set forth to regulate, define and guide (a) the conduct of certain activities of the Corporation as such activities may involve the Principal Stockholders, their respective Affiliates and their respective officers and directors, and (b) the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith. Any member of the Board designated by a Principal Stockholder pursuant to the Stockholders Agreement may consider both the interests of such Principal Stockholder and such Principal Stockholder’s obligations under the Stockholders Agreement in exercising such Board member’s powers, rights and duties as a director of the Corporation.

SECTION 12.02. Certain Business Activities.

(a) Subject to Section 12.03 and any contractual obligations by which the Corporation or any or all of the Principal Stockholders may be bound from time to time, none of the Principal Stockholders nor any of their Affiliates shall have a duty to refrain from engaging, directly or indirectly, in the same or similar business activities

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or lines of business as the Corporation or any of the Corporation’s Affiliates, including those business activities or lines of business deemed to be competing with the Corporation or any of the Corporation’s Affiliates. To the fullest extent permitted by law none of the Principal Stockholders nor any of their Affiliates, nor any of their respective officers or directors, shall be liable to the Corporation or its stockholders, or to any Affiliate of the Corporation or such Affiliate’s stockholders or members, for breach of any fiduciary duty, solely by reason of any such activities of any Principal Stockholder or its Affiliates, or of the participation therein by any officer or director of any Principal Stockholder or its Affiliates.

(b) To the fullest extent permitted by law, but subject to any contractual obligations by which the Corporation or any or all of the Principal Stockholders may be bound from time to time, none of the Principal Stockholders nor any of its Affiliates shall have a duty to refrain from doing business with any client, customer or vendor of the Corporation or any of the Corporation’s Affiliates, and without limiting Section 12.03, none of the Principal Stockholders nor any of their Affiliates nor any of their respective officers, directors or employees shall be deemed to have breached his, her or its fiduciary duties, if any, to the Corporation or its stockholders or to any Affiliate of the Corporation or such Affiliate’s stockholders or members solely by reason of engaging in any such activity.

SECTION 12.03. Corporate Opportunities. Subject to any contractual provisions by which the Corporation or any or all of the Principal Stockholders or their respective Affiliates may be bound from time to time, in the event that any Principal Stockholder or any of their Affiliates or any of their respective officers, directors or employees, acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for any Principal Stockholder (or any of its respective Affiliates), on the one hand, and the Corporation (or any of its Affiliates), on the other hand, none of the Principal Stockholders nor any of their Affiliates, officers, directors or employees shall have any duty to communicate or offer such corporate opportunity to the Corporation or any of its Affiliates, and to the fullest extent permitted by law, none of the Principal Stockholders nor any of their Affiliates, officers, directors or employees shall be liable to the Corporation or its stockholders, or any Affiliate of the Corporation or such Affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise, solely by reason of the fact that such Principal Stockholder or any of its Affiliates, officers, directors or employees acquires, pursues or obtains such corporate opportunity for itself, directs such corporate opportunity to another person, or otherwise does not communicate information regarding such corporate opportunity to the Corporation or any of its Affiliates, and the Corporation (on behalf of itself and its Affiliates and their respective stockholders and Affiliates) to the fullest extent permitted by law hereby waives and renounces in accordance with Section 122(17) of the DGCL any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any of its Affiliates.

SECTION 12.04. Deemed Consent of Stockholders; Amendments. Any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XII. Neither the alteration, amendment or repeal of this Article XII, nor the adoption of any provision of this Certificate inconsistent with this Article XII, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Article XII in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article XII, would accrue or arise, prior to the effective date of such alteration, amendment, repeal, adoption or modification.

ARTICLE XIII

SECTION 13.01. Severability. If any provision or provisions of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate (including, without limitation, each portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate (including, without limitation, each such portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

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ARTICLE XIV

SECTION 14.01. Definitions. As used in this Certificate, unless the context requires otherwise, the term:

“The Advisory Board” means The Advisory Board Company, a Delaware corporation.

“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person. For the purposes of this definition, “control,” when used with respect to any person, means the power to direct or cause the direction of the affairs or management of that person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Board” is defined in Section 4.02.

“Business Combination Transaction” is defined in Section 4.04.

“By-laws” means the by-laws of the Corporation, as such by-laws may be amended from time to time.

“Certificate” is defined in the preamble.

“Corporation” is defined in Section 1.01.

“Class A Common Stock” is defined in Section 4.01.

“Class B Common Stock” is defined in Section 4.01.

“Class B Common Units” has the meaning ascribed to such term in the Third Amended and Restated Operating Agreement of Evolent Health LLC.

“Claiming Party” is defined in Section 11.02.

“Common Stock” is defined in Section 4.01.

“Covered Proceeding” is defined in Section 11.01.

“DGCL” is defined in Section 3.01.

“Enforcement Action” is defined in Section 11.02.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means that certain exchange agreement, dated as of [            ], 2015, among the Corporation, Evolent Health LLC and the holders of the Class B Common Units listed on Exhibit A thereto.

“Evolent Health LLC Operating Agreement” means the Third Amended and Restated Operating Agreement of Evolent Health LLC, as such agreement may be amended from time to time.

“Foreign Action” is defined in Section 11.02.

“Original Certificate of Incorporation” is defined in the preamble to this Certificate.

“Preferred Stock” is defined in Section 4.01.

“Preferred Stock Directors” is defined in Section 5.02.

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“Principal Stockholder” means each of (1) the TPG Investor, (2) UPMC and (3) The Advisory Board.

“Share Exchange” means a share exchange involving more than 50% of the shares of the Common Stock. Share exchanges effected in accordance with the Exchange Agreement shall not constitute a “Share Exchange” for purposes of this Certificate.

“Stock Adjustment” is defined in Section 4.03(b)(3).

“Stockholders Agreement” means that certain stockholders agreement, by and among the Corporation and The Advisory Board, the TPG Investor and UPMC, dated as of [            ], 2015.

“Tax Receivables Agreements” mean (a) the income tax receivables agreement related to the tax basis step-up of assets of the Corporation, by and among the Corporation, the TPG Investor, The Advisory Board, UPMC, Ptolemy Capital, LLC and certain holders of Class A Common Stock, dated as of [            ], 2015, and (b) the income tax receivables agreement related to certain net operating losses inherited by the Corporation, by and among the Corporation, the TPG Investor, The Advisory Board, UPMC, Ptolemy Capital, LLC and certain holders of Class A Common Stock, dated as of [            ], 2015.

“TPG Investor” means collectively, (1) TPG Growth II BDH, L.P., a Delaware limited partnership and (2) TPG Eagle Holdings L.P., a Delaware limited partnership.

“Trigger Event” means the first date on which the Principal Stockholders cease collectively to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of Common Stock.

“UPMC” means UPMC, a Pennsylvania nonprofit corporation.

“Underwriting Agreement” means that certain underwriting agreement, dated [            ], 2015, among the Corporation, Evolent Health LLC and J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters listed in Schedule 1 thereto, pursuant to which the Corporation is conducting an initial public offering of its Class A Common Stock.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed by the officer below this [            ] day of [            ], 2015.

By:

Name:

Title:

[Signature Page to Amended and Restated Certificate of Incorporation]

EX-3.2

Exhibit 3.2

FORM OF AMENDED AND RESTATED BY-LAWS OF

EVOLENT HEALTH, INC.

Effective as of [            ], 2015

ARTICLE I

Offices

SECTION 1.01. Registered Office. The registered office of EVOLENT HEALTH, INC. (hereinafter called the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808, and the registered agent shall be Corporation Service Company, or such other office or agent as the Board of Directors of the Corporation (the “Board”) shall from time to time select.

SECTION 1.02. Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by law, at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01. Place of Meeting. All meetings of the stockholders of the Corporation (the “stockholders”) shall be at a place to be determined by the Board.

SECTION 2.02. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such hour as shall from time to time be fixed by the Board. Any previously scheduled annual meeting of the stockholders may be postponed by action of the Board taken prior to the time previously scheduled for such annual meeting of the stockholders.

SECTION 2.03. Special Meetings. Special meetings of the stockholders may be called only in the manner set forth in the Certificate. Notice of every special meeting of the stockholders shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice.

SECTION 2.04. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the stockholders, whether annual or special, shall be given by the Corporation not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled to notice of the meeting and shall be called by the Corporation. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of the stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy without protesting, prior to or at the commencement of the meeting, the lack of proper notice to such stockholder, or who shall waive notice thereof as provided in Article X of these By-laws. Notice of adjournment of a meeting of the stockholders need not be given if the time and place to which it is adjourned are announced at such meeting, unless the adjournment is for more than 30 days or, after adjournment, a new record date is fixed for the adjourned meeting.

SECTION 2.05. Quorum. Except as otherwise provided by law or by the Certificate, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or by proxy, shall constitute a quorum at any meeting of the stockholders; provided, however, that in the case of any vote to be taken by classes or series, the holders of a majority of the votes entitled to be cast by the stockholders of a particular class or series, present in person or by proxy, shall constitute a quorum of such class or series.

SECTION 2.06. Adjournments. The chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting from time to time whether or not a quorum is present. In the event that a quorum does not exist with respect to any vote to be taken by a particular class or series, the chairman of the meeting or the holders of a majority of the votes entitled to be cast by the stockholders of such class or series who are present in person or by proxy may adjourn the meeting with respect to the vote(s) to be taken by such class or series. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

SECTION 2.07. Order of Business; Stockholder Proposals. (a) At each meeting of the stockholders, the Chairman, or, in the absence of the Chairman, the Chief Executive Officer (if the position is held by an individual other than the Chairman) or, in the absence of the Chairman and the Chief Executive Officer, such person as shall be selected by the Board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. Except to the extent inconsistent with the rules and procedures as adopted by the Board or these By-laws, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

(b) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of the notice provided for in this Section 2.07, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.07.

(c) For business properly to be brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 30 days later than such anniversary date or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered or received not later than the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made; provided, further, that for the purpose of calculating the timeliness of stockholder notices for the 2016 annual meeting of stockholders, the date of the immediately preceding annual meeting shall be deemed to be [            ], 2015. In no event shall an adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.07.

(d) To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing as to each matter the stockholder proposes to bring before the annual meeting:

(1) the name and record address of each stockholder proposing such business, as they appear on the Corporation’s books;

(2) as to each stockholder proposing such business, the name and address of (i) any other beneficial owner of stock of the Corporation that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner (each, a “Stockholder Associated Person”);

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(3) as to each stockholder proposing such business and any Stockholder Associated Person, (i) the class or series and number of shares of stock directly or indirectly held of record and beneficially by the stockholder proposing such business or Stockholder Associated Person, (ii) the date such shares of stock were acquired, (iii) a description of any agreement, arrangement or understanding, direct or indirect, with respect to such business between or among the stockholder proposing such business, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of such stockholder’s notice by, or on behalf of, the stockholder proposing such business or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder proposing such business or any Stockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (v) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the stockholder proposing such business or Stockholder Associated Person has a right to vote any shares of stock of the Corporation, (vi) any rights to dividends on the stock of the Corporation owned beneficially by the stockholder proposing such business or Stockholder Associated Person that are separated or separable from the underlying stock of the Corporation, (vii) any proportionate interest in stock of the Corporation or Derivatives held, directly or indirectly, by a general or limited partnership in which the stockholder proposing such business or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (viii) any performance-related fees (other than an asset-based fee) that the stockholder proposing such business or Stockholder Associated Person is entitled to based on any increase or decrease in the value of stock of the Corporation or Derivatives thereof, if any, as of the date of such notice. The information specified in Section 2.07(d)(1) to (3) is referred to herein as “Stockholder Information”;

(4) a representation that each such stockholder is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business;

(5) a brief description of the business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these By-laws, the text of the proposed amendment) and the reasons for conducting such business at the meeting;

(6) any material interest of the stockholder and any Stockholder Associated Person in such business;

(7) a representation as to whether such stockholder intends (i) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such business or (ii) otherwise to solicit proxies from the stockholders in support of such business;

(8) all other information that would be required to be filed with the SEC if the stockholder or any Stockholder Associated Person were participants in a solicitation subject to Section 14 of the Exchange Act; and

(9) a representation that the stockholder shall provide any other information reasonably requested by the Corporation.

(e) Such stockholders shall also provide any other information reasonably requested by the Corporation within five business days after such request.

(f) In addition, such stockholder shall further update and supplement the information provided to the Corporation in the notice or upon the Corporation’s request pursuant to Section 2.07(e) as needed, so that such information shall be true and correct as of the record date for the meeting and as of the date that is the later of

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10 business days before the meeting or any adjournment or postponement thereof. Such update and supplement must be delivered personally or mailed to, and received at the office of the Corporation, addressed to the Secretary, by no later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days before the date for the meeting (in the case of the update and supplement required to be made as of 10 business days before the meeting or any adjournment or postponement thereof).

(g) The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting and such stockholder’s proposal has been included in a proxy statement that has been prepared by management of the Corporation to solicit proxies for such annual meeting; provided, however, that if such stockholder does not appear or send a Qualified Representative to present such proposal at such annual meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation; and provided further, that the foregoing shall not imply any obligation beyond that required by applicable law to include a stockholder’s proposal in a proxy statement prepared by management of the Corporation. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.07.

(h) The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting which fails to comply with this Section 2.07 or, in the case of a stockholder proposal, if the stockholder solicits proxies in support of such stockholder’s proposal without having made the representation required by Section 2.07(d)(7).

(i) The provisions of this Section 2.07 shall govern all business related to stockholder proposals at the annual meeting of stockholders; provided that business related to the election or nomination of directors shall be governed by the provisions of Section 3.03 and not by this Section 2.07.

SECTION 2.08. List of Stockholders. It shall be the duty of the Secretary or other officer who has charge of the stock ledger to prepare and make, at least 10 days before each meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in such stockholder’s name. Such list shall be produced and kept available at the times and places required by law.

SECTION 2.09. Voting.

(a) Except as otherwise provided by law or by the Certificate, each stockholder of record of any series of Preferred Stock shall be entitled at each meeting of the stockholders to such number of votes, if any, for each share of such stock as may be fixed in the Certificate or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, and each stockholder of record of Common Stock shall be entitled at each meeting of the stockholders to one vote for each share of such stock, in each case, registered in such stockholder’s name on the books of the Corporation:

(1) on the date fixed pursuant to Section 7.06 of these By-laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or

(2) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) Each stockholder entitled to vote at any meeting of the stockholders may authorize not in excess of three persons to act for such stockholder by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

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(c) Except as otherwise required by law and except as otherwise provided in the Certificate or these By-laws, at each meeting of the stockholders, all corporate actions to be taken by vote of the stockholders shall be authorized by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy, and where a separate vote by class or series is required, a majority of the votes cast by the stockholders of such class or series who are present in person or represented by proxy shall be the act of such class or series.

(d) Unless required by law or determined by the chairman of the meeting to be advisable, the vote on any matter, including the election of directors, need not be by written ballot.

SECTION 2.10. Inspectors. The chairman of the meeting shall appoint one or more inspectors to act at any meeting of the stockholders. Such inspectors shall perform such duties as shall be required by law or specified by the chairman of the meeting. Inspectors need not be stockholders. No director or nominee for the office of director shall be appointed such inspector.

ARTICLE III

Board of Directors

SECTION 3.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.

SECTION 3.02. Number, Qualification and Election.

(a) Except as otherwise fixed by or pursuant to the provisions of Article IV of the Certificate relating to the rights of the holders of any series of Preferred Stock or any class or series of stock having preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the number of directors constituting the Whole Board shall be determined pursuant to the Certificate, with the then-authorized number of directors being fixed from time to time by resolution adopted by the Board. The term “Whole Board” shall mean the total number of authorized directors, whether or not there exist any vacancies or unfilled previously authorized directorships. The election and terms of office of directors shall be governed by the Certificate. Subject to the terms of the Stockholders Agreement (as long as such agreement remains in effect), each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

(b) Unless the Board determines otherwise or the Stockholders Agreement provides otherwise (as long as such agreement remains in effect), to be eligible to be a nominee for election or reelection as a director, a person must deliver (in accordance with the time periods prescribed for delivery of notice by the Board) to the Secretary at the office of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person will act or vote as a director on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply with such person’s fiduciary duties as a director under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading and other policies and guidelines of the Corporation that are applicable to directors; provided, however, that unless the Stockholders Agreement provides otherwise (as long as such agreement is in effect), the provisions of this Section 3.02 shall not apply to any director nominated by a Principal Stockholder pursuant to the terms of the Stockholders Agreement.

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SECTION 3.03. Notification of Nominations. (a) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, and except as otherwise provided by the Stockholders Agreement, nominations for the election of directors may be made only by (1) the Board (or a designated committee thereof) or (2) by any stockholder who is a stockholder of record at the time of giving of the notice of nomination provided for in this Section 3.03 and who is entitled to vote for the election of directors.

(b) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, and except as otherwise provided by the Stockholders Agreement, any stockholder of record entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation (i) with respect to an election to be held at an annual meeting of the stockholders, not less than 120 days nor more than 150 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 30 days later than such anniversary date or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the 10th day following the day on which Public Announcement of the date of such meeting is first made; provided further, that for the purpose of calculating the timeliness of stockholder notices for the 2016 annual meeting of stockholders, the date of the immediately preceding annual meeting shall be deemed to be [            ], 2015 and (ii) with respect to an election to be held at a special meeting of the stockholders for the election of directors, not earlier than the 60th day prior to such special meeting and not later than the close of business on the 40th day prior to such special meeting; provided, however, that if less than 50 days’ notice or prior Public Announcement of the date of the special meeting of the stockholders is given or made to the stockholders, then to be timely such notice must be received by the Corporation no later than the close of business on the 10th day following the day on which a notice of the date of the special meeting was mailed to the stockholders or the Public Announcement of the date of the meeting was made. In no event shall an adjournment or postponement, or Public Announcement of an adjournment or postponement of an annual or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.03.

(c) Each such notice shall set forth:

(1) the Stockholder Information with respect to such stockholder and any Stockholder Associated Persons;

(2) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote in the meeting and intends to appear in person or by proxy at the meeting to propose such nomination;

(3) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

(4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and any Stockholder Associated Person or any of their respective affiliates or associates or other parties with whom they are acting in concert, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant;

(5) such other information regarding each nominee proposed by such stockholder and Stockholder Associated Person as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated,

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or intended to be nominated, by the Board and a completed signed questionnaire, representation and agreement required by Section 3.02(b);

(6) a representation as to whether such stockholder intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination or (b) otherwise to solicit proxies from stockholders in support of such nomination; and

(7) a representation that the stockholders shall provide any other information reasonably requested by the Corporation.

(d) Such stockholders shall also provide any other information reasonably requested by the Corporation within five business days after such request.

(e) In addition, such stockholders shall further update and supplement the information provided to the Corporation in the notice of nomination or upon the Corporation’s request pursuant to Section 3.03(e) as needed, so that such information shall be true and correct as of the record date for the meeting and as of the date that is 10 business days before the meeting or any adjournment or postponement thereof. Such update and supplement must be delivered personally or mailed to, and received at the office of the Corporation, addressed to the Secretary, by no later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days before the date for the meeting (in the case of the update and supplement required to be made as of 10 business days before the meeting or any adjournment or postponement thereof).

(f) The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the stockholder solicits proxies in favor of such stockholder’s nominee(s) without having made the representations required Section 3.03(c)(7).

(g) If such stockholder does not appear or send a Qualified Representative to present such proposal at such meeting, the Corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(h) Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the common stock of the Corporation as to dividends or upon dissolution, liquidation or winding up, and except as otherwise provided by the Stockholders Agreement, only such persons who are nominated in accordance with the procedures set forth in this Section 3.03 shall be eligible to serve as directors of the Corporation.

(i) Notwithstanding anything in Section 3.03 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting of the stockholders is increased and there is no Public Announcement naming all of the nominees for directors or specifying the size of the increased Board made by the Corporation at least 120 days prior to the first anniversary of the date of the immediately preceding annual meeting, a stockholder’s notice required by this Section 3.03 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the Corporation.

SECTION 3.04. Quorum and Manner of Acting. Except as otherwise provided by law, the Certificate or these By-laws, a majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the Board, and, except as so provided, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

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SECTION 3.05. Place of Meeting. Subject to Sections 3.06 and 3.07, the Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine, or as shall be specified or fixed in the respective notices or waivers of notice thereof.

SECTION 3.06. Regular Meetings. Regular meetings of the Board shall be held at such times as the Board shall from time to time determine, at such locations as the Board may determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of the place where the meeting is to be held, the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. No fewer than four meetings of the Board shall be held per year.

SECTION 3.07. Special Meetings. Special meetings of the Board shall be held whenever called (a) by the Chairman of the Board, (b) by the Chief Executive Officer, (c) by two or more directors or (d) if prior to the Trigger Event, by or at the direction of a director designated for nomination by a Principal Stockholder, and shall be held at such place, on such date and at such time as he or they, as applicable, shall fix.

SECTION 3.08. Notice of Meetings. Notice of regular meetings of the Board or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director at such place by telecopy or by electronic transmission or shall be given personally or by telephone, not later than the day before the meeting is to be held, but notice need not be given to any director who shall, either before or after the meeting, submit a waiver of such notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to such director. Unless otherwise required by these By-laws, every such notice shall state the time and place but need not state the purpose of the meeting.

SECTION 3.09. Rules and Regulations. The Board may adopt such rules and regulations not inconsistent with the provisions of law, the Certificate or these By-laws for the conduct of its meetings and management of the affairs of the Corporation as the Board may deem proper.

SECTION 3.10. Participation in Meeting by Means of Communications Equipment. Any one or more members of the Board or any committee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other or as otherwise permitted by law, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.11. Action Without Meeting. Unless otherwise restricted by these By-laws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or of any such committee, as the case may be, consent thereto in writing, by electronic transmission or as otherwise permitted by law and, if required by law, the writings or electronic transmissions are filed with the minutes or proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.12. Removals; Resignations. The directors of the Corporation may be removed in accordance with the Certificate and the Delaware General Corporation Law (the “DGCL”). Any director of the Corporation may at any time resign by notice in writing or by electronic transmission to the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified therein, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.13. Compensation. Each director that is not otherwise an employee of the Corporation, in consideration of such person serving as a director, shall be entitled to receive from the Corporation such amount per annum and such fees (payable in cash or stock-based compensation) for attendance at meetings of the Board or of committees of the Board, or both, as the Board or a committee thereof shall from time to time determine. In addition, each such director shall be entitled to receive from the Corporation reimbursement for the reasonable expenses incurred by such person in connection with the performance of such person’s duties as a director. Nothing

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contained in this Section 3.13 shall preclude any such director from serving the Corporation or any of its subsidiaries in any other capacity and receiving compensation therefor.

ARTICLE IV

Committees of the Board of Directors

SECTION 4.01. Committees of the Board. The provisions of this Article IV are subject in all respects to the terms of the Stockholders Agreement (so long as such agreement remains in effect). The Board shall designate such committees as may be required by the rules of the New York Stock Exchange (or any other principal United States exchange upon which the shares of the Corporation may be listed) and may from time to time designate other committees of the Board (including an executive committee), with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee.

SECTION 4.02. Conduct of Business. Any committee, to the extent allowed by law and provided in the resolution establishing such committee or the charter of such committee, shall have and may exercise all the duly delegated powers and authority of the Board in the management of the business and affairs of the Corporation. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, any such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, regular and special meetings and other actions of any such committee shall be governed by the provisions of Article III applicable to meetings and actions of the Board. Each committee shall keep regular minutes and report on its actions to the Board.

ARTICLE V

Officers

SECTION 5.01. Number; Term of Office. The officers of the Corporation shall be elected by the Board and shall consist of: a Chairman of the Board, a Chief Executive Officer, a Secretary and a Treasurer. In addition, the Board may elect a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents (including, without limitation, Assistant, Executive, Senior and Group Vice Presidents), a Controller and such other officers and agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as provided in these By-laws or as the Board may from time to time determine, and each to hold office for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and shall qualify, or until such person’s death or resignation, or until such person’s removal in the manner hereinafter provided. One person may hold the offices and perform the duties of any two or more of said officers; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate or these By-laws to be executed, acknowledged or verified by two or more officers. The Board may require any officer or agent to give security for the faithful performance of such person’s duties. Subject to the Stockholders Agreement, any vacancy occurring in any office of the Corporation may be filled by the Board.

SECTION 5.02. Removal. Subject to Section 5.14, any officer may be removed, either with or without cause, by the Board at any meeting thereof called for the purpose, by the Chief Executive Officer, or by any other superior officer upon whom such power may be conferred by the Board.

SECTION 5.03. Resignation. Any officer may resign at any time by giving notice to the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 5.04. Chairman of the Board. The Chairman of the Board may be an officer of the Corporation, subject to the control of the Board, and shall report directly to the Board.

SECTION 5.05. Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, subject to the control of the Board, and shall report directly to the Board.

SECTION 5.06. President. The President shall perform such senior duties as he may agree with the Chief Executive Officer (if the position is held by an individual other than the Chief Executive Officer) or as the Board shall from time to time determine.

SECTION 5.07. Chief Operating Officer. The Chief Operating Officer shall perform such senior duties in connection with the operations of the Corporation as he may agree with the Chief Executive Officer or as the Board shall from time to time determine.

SECTION 5.08. Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. The Chief Financial Officer shall report directly to the Chief Executive Officer.

SECTION 5.09. Vice Presidents. Any Vice President shall have such powers and duties as shall be prescribed by his superior officer or the Board. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

SECTION 5.10. Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board may from time to time determine.

SECTION 5.11. Controller. The Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or the Chief Financial Officer or as the Board may from time to time determine.

SECTION 5.12. Secretary. It shall be the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall be custodian of the seal of the Corporation and when deemed necessary shall affix the seal or cause it to be affixed to all certificates of stock, if any, of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-laws; the Secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he or she may agree with the Chief Executive Officer or as the Board may from time to time determine.

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SECTION 5.13. Assistant Treasurers, Assistant Controllers and Assistant Secretaries. Any Assistant Treasurers, Assistant Controllers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board or by the Treasurer, Controller or Secretary, respectively, or by the Chief Executive Officer. An Assistant Treasurer, Assistant Controller or Assistant Secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

SECTION 5.14. Additional Matters. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board.

ARTICLE VI

Indemnification

SECTION 6.01. Right to Indemnification. The Corporation, to the fullest extent permitted or required by the DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), shall indemnify and hold harmless any person who is or was a director or officer of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceedings by or in the right of the Corporation to procure a judgment in its favor) (a “Proceeding”) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (a “Covered Entity”) against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that the foregoing shall not apply to a director or officer of the Corporation with respect to a Proceeding that was commenced by such director or officer unless the Proceeding (i) was commenced after a Change in Control (as hereinafter defined in Section 6.05(e) of this Article VI); (ii) is brought by way of defense or counterclaim; (iii) is to enforce such director’s or officer’s rights to indemnification, advancement or contribution under any agreement, certificate of incorporation, by-laws or statute or other law; or (iv) was authorized by the Board. Any director or officer of the Corporation entitled to indemnification as provided in this Section 6.01 is hereinafter called an “Indemnitee”. Any right of an Indemnitee to indemnification shall be a contract right and shall include the right to receive, prior to the conclusion of any Proceeding, payment of any expenses incurred by the Indemnitee in connection with such Proceeding, consistent with the provisions of the DGCL or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than such law permitted the Corporation to provide prior to such amendment), and the other provisions of this Article VI.

SECTION 6.02. Insurance, Contracts and Funding. The Corporation may purchase and maintain insurance to protect itself and any director, officer, employee or agent of the Corporation or of any Covered Entity against any expenses, judgments, fines and amounts paid in settlement as specified in Section 6.01 or incurred by any such director, officer, employee or agent in connection with any Proceeding referred to in Section 6.01, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The Corporation may enter into contracts with any director, officer, employee or agent of the Corporation or of any Covered Entity in furtherance of the provisions of this Article VI and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided or authorized in this Article VI.

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SECTION 6.03. Indemnification Not Exclusive Right. The right of indemnification provided in this Article VI shall not be deemed to be exclusive of any other rights to which an Indemnitee may otherwise be entitled under the Certificate, any agreement, vote of stockholders or disinterested directors or otherwise, and the provisions of this Article VI shall inure to the benefit of the heirs and legal representatives of any Indemnitee under this Article VI and shall be applicable to Proceedings commenced or continuing after the adoption of this Article VI, whether arising from acts or omissions occurring before or after such adoption. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate, these By-laws or any other agreement, it is the intent of the parties hereto that an Indemnitee shall enjoy the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

SECTION 6.04. Indemnification Priority. The Corporation hereby acknowledges that one or more Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by certain entities which hold an interest in the Corporation and have designated certain directors to serve on the Board (“Designating Stockholders”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to an Indemnitee are primary and any obligation of the Designating Stockholders or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Indemnitee is secondary), (ii) that it shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate, these By-laws or any other agreement between the Corporation and an Indemnitee, without regard to any rights an Indemnitee may have against the Designating Stockholders or their insurers, and (iii) that it irrevocably waives, relinquishes and releases the Designating Stockholders from any and all claims against the Designating Stockholders for contribution, subrogation or any other recovery of any kind in respect thereof.

SECTION 6.05. Advancement of Expenses; Procedures; Presumptions and Effect of Certain Proceedings; Remedies. In furtherance, but not in limitation of the foregoing provisions, the following procedures, presumptions and remedies shall apply with respect to advancement of expenses and the right to indemnification under this Article VI:

(a) Advancement of Expenses. All reasonable expenses (including attorneys’ fees) incurred by or on behalf of the Indemnitee in connection with any Proceeding shall be advanced to the Indemnitee by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee and, if required by law at the time of such advance, shall include or be accompanied by an undertaking by or on behalf of the Indemnitee to repay the amounts advanced if ultimately it should be determined that the Indemnitee is not entitled to be indemnified against such expenses pursuant to this Article VI; provided that such undertaking shall be unsecured and interest free and shall be accepted without regard to an Indemnitee’s ability to repay amounts advanced and without regard to an Indemnitee’s entitlement to indemnification.

(b) Procedure for Determination of Entitlement to Indemnification. (i) To obtain indemnification under this Article VI, an Indemnitee shall submit to the Secretary a written request, including such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification (the “Supporting Documentation”). The determination of the Indemnitee’s entitlement to indemnification shall be made not later than 180 days after receipt by the Corporation of the written request for indemnification together with the Supporting Documentation. The Secretary shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

(ii) The Indemnitee’s entitlement to indemnification under this Article VI shall be determined in one of the following ways: (A) by a majority vote of the Disinterested Directors (as hereinafter defined in Section 6.05(e)), whether or not they constitute a quorum of the Board, or by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors; (B) by a written opinion of Independent

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Counsel (as hereinafter defined in Section 6.05(e)) if (x) a Change in Control shall have occurred and the Indemnitee so requests or (y) there are no Disinterested Directors or a majority of such Disinterested Directors so directs; (C) by the stockholders of the Corporation; or (D) as provided in Section 6.05(c).

(iii) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.05(b)(ii), a majority of the Disinterested Directors shall select the Independent Counsel, but only an Independent Counsel to which the Indemnitee does not reasonably object; provided, however, that if a Change in Control shall have occurred, the Indemnitee shall select such Independent Counsel, but only an Independent Counsel to which a majority of the Disinterested Directors does not reasonably object.

(c) Presumptions and Effect of Certain Proceedings. Except as otherwise expressly provided in this Article VI, if a Change in Control shall have occurred, the Indemnitee shall be presumed to be entitled to indemnification under this Article VI (with respect to actions or omissions occurring prior to such Change in Control) upon submission of a request for indemnification together with the Supporting Documentation in accordance with Section 6.05(b)(i), and thereafter the Corporation shall have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 6.05(b) to determine entitlement to indemnification shall not have been appointed or shall not have made a determination within 180 days after receipt by the Corporation of the request therefor, together with the Supporting Documentation, the Indemnitee shall be deemed to be, and shall be, entitled to indemnification unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. The termination of any Proceeding described in Section 6.01, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful.

(d) Remedies of Indemnitee. (i) In the event that a determination is made pursuant to Section 6.05(b) that the Indemnitee is not entitled to indemnification under this Article VI, (A) the Indemnitee shall be entitled to seek an adjudication of entitlement to such indemnification either, at the Indemnitee’s sole option, in (x) an appropriate court of the State of Delaware or any other court of competent jurisdiction or (y) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association; (B) any such judicial proceeding or arbitration shall be de novo and the Indemnitee shall not be prejudiced by reason of such adverse determination; and (C) if a Change in Control shall have occurred, in any such judicial proceeding or arbitration, the Corporation shall have the burden of proving that the Indemnitee is not entitled to indemnification under this Article VI (with respect to actions or omissions occurring prior to such Change in Control).

(ii) If a determination shall have been made or deemed to have been made, pursuant to Section 6.05(b) or (c) of this Article VI, that the Indemnitee is entitled to indemnification, the Corporation shall be obligated to pay the amounts constituting such indemnification within 45 days after such determination has been made or deemed to have been made and shall be conclusively bound by such determination unless (A) the Indemnitee misrepresented or failed to disclose a material fact in making the request for indemnification or in the Supporting Documentation or (B) such indemnification is prohibited by law. In the event that (X) advancement of expenses is not timely made pursuant to Section 6.05(a) of this Article VI or (Y) payment of indemnification is not made within 45 days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Section 6.05(b) or (c) of this Article VI, the Indemnitee shall be entitled to seek judicial enforcement of the Corporation’s obligation to pay to the Indemnitee such advancement of expenses or indemnification. Notwithstanding the foregoing, the Corporation may bring an action, in an appropriate court in the State of Delaware or any other court of competent jurisdiction, contesting the right of the Indemnitee to receive indemnification hereunder due to the occurrence of an event described in sub-clause (A) or (B) of this clause (ii) (a “Disqualifying Event”); provided, however, that in any such action the Corporation shall have the burden of proving the occurrence of such Disqualifying Event.

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(iii) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.05(d) that the procedures and presumptions of this Article VI are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Article VI.

(iv) In the event that the Indemnitee, pursuant to this Section 6.05(d), seeks a judicial adjudication of or an award in arbitration to enforce rights under, or to recover damages for breach of, this Article VI, the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any expenses actually and reasonably incurred by the Indemnitee if the Indemnitee prevails in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by the Indemnitee in connection with such judicial adjudication or arbitration shall be prorated accordingly.

(e) Definitions. For purposes of this Article VI:

(i) “Authorized Officer” means any one of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, any Vice President or the Secretary of the Corporation.

(ii) “Change in Control” means the occurrence of any of the following: (w) any merger or consolidation of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation’s Common Stock would be converted into cash, securities or other property, other than a merger of the Corporation in which the holders of the Corporation’s Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (x) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Corporation, or the liquidation or dissolution of the Corporation or (y) individuals who would constitute a majority of the members of the Board elected at any meeting of stockholders or by written consent (without regard to any members of the Board elected pursuant to the terms of any series of Preferred Stock) shall be elected to the Board and the election or the nomination for election by the stockholders of such directors was not approved by a vote of at least two-thirds of the directors in office immediately prior to such election.

(iii) “Disinterested Director” means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.

(iv) “Independent Counsel” means a law firm or a member of a law firm that neither presently is, nor in the past five years has been, retained to represent: (x) the Corporation or the Indemnitee in any matter material to either such party or (y) any other party to the Proceeding giving rise to a claim for indemnification under this Article VI. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would have a conflict of interest in representing either the Corporation or the Indemnitee in an action to determine the Indemnitee’s rights under this Article VI.

SECTION 6.06. Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

SECTION 6.07. Indemnification of Employees Serving as Directors. The Corporation, to the fullest extent of the provisions of this Article VI with respect to the indemnification of directors and officers of the Corporation, shall indemnify any person who is or was an employee of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any

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threatened, pending or completed Proceeding by reason of the fact that such employee is or was serving (a) as a director of a corporation in which the Corporation had at the time of such service, directly or indirectly, a 50% or greater equity interest (a “Subsidiary Director”) or (b) at the written request of an Authorized Officer, as a director of another corporation in which the Corporation had at the time of such service, directly or indirectly, a less than 50% equity interest (or no equity interest at all) or in a capacity equivalent to that of a director for any partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) in which the Corporation has an interest (a “Requested Employee”), against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Subsidiary Director or Requested Employee in connection with such Proceeding. The Corporation, to the fullest extent of the provisions of this Article VI with respect to the advancement of expenses of directors and officers of the Corporation, shall also advance expenses incurred by any such Subsidiary Director or Requested Employee in connection with any such Proceeding, consistent with the provisions of this Article VI with respect to the advancement of expenses of directors and officers of the Corporation.

SECTION 6.08. Indemnification of Employees and Agents. Notwithstanding any other provision or provisions of this Article VI, the Corporation, to the fullest extent of the provisions of this Article VI with respect to the indemnification of directors and officers of the Corporation, may indemnify any person other than a director or officer of the Corporation, a Subsidiary Director or a Requested Employee, who is or was an employee or agent of the Corporation and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or completed Proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or of a Covered Entity against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. The Corporation may also advance expenses incurred by such employee or agent in connection with any such Proceeding, consistent with the provisions of this Article VI with respect to the advancement of expenses of directors and officers of the Corporation.

SECTION 6.09. Effect of Amendment or Repeal. Any right to indemnification of any person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article VI after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification is sought.

ARTICLE VII

Capital Stock

SECTION 7.01. Certificates for Shares and Uncertificated Shares. (a) The shares of stock of the Corporation shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock, or shall be represented by certificates, or a combination of both. To the extent that shares are represented by certificates, such certificates, whenever authorized by the Board, shall be in such form as shall be approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the Chairman of the Board, the Chief Executive Officer, or by any Vice President, and by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and sealed with the seal of the Corporation, which may be a facsimile thereof. Any or all such signatures may be facsimiles if countersigned by a transfer agent or registrar. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

(b) The stock ledger and blank share certificates, if any, shall be kept by the Secretary or by a transfer agent or by a registrar or by any other officer or agent designated by the Board.

SECTION 7.02. Transfer of Shares. Transfers of shares of stock of each class of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power

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(or by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security and not absolutely, and written notice thereof shall be given to the Secretary or to such transfer agent, such fact shall be stated in the entry of the transfer. No transfer of shares shall be valid as against the Corporation, its stockholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred; provided, however, that transfers of shares of the Class B Common Stock shall be made only in accordance with the provisions related thereto contained in the Certificate.

SECTION 7.03. Registered Stockholders and Addresses of Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Each stockholder shall designate to the Secretary or transfer agent of the Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any stockholder shall fail to designate such address, corporate notices may be given to such person by mail directed to such person at such person’s post office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address.

SECTION 7.04. Lost, Stolen, Destroyed and Mutilated Certificates. The holder of any certificate representing any shares of stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of such certificate; the Corporation may issue to such holder a new certificate or certificates for shares, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction; the Board, or a committee designated thereby, or the transfer agents and registrars for the stock, may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as they may direct to indemnify the Corporation and said transfer agents and registrars against any claim that may be made on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 7.05. Regulations. The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of stock of each class and series of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

SECTION 7.06. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 days nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

SECTION 7.07. Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

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ARTICLE VIII

Seal

SECTION 8.01. Seal. The Board shall approve a suitable corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation and shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE IX

Fiscal Year

SECTION 9.01. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution by the Board and, if not so fixed by the Board, the fiscal year shall be the year ended December 31.

ARTICLE X

Waiver of Notice

SECTION 10.01. Waiver of Notice. Whenever any notice whatsoever is required to be given by these By-laws, by the Certificate or by law, the person entitled thereto may, either before or after the meeting or other matter in respect of which such notice is to be given, waive such notice in writing or as otherwise permitted by law, which shall be filed with or entered upon the records of the meeting or the records kept with respect to such other matter, as the case may be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE XI

Amendments

SECTION 11.01 Amendments. These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the stockholders or by the Board at any meeting thereof in accordance with the Certificate and the DGCL, subject to the Stockholders Agreement (as long as such agreement is in effect); provided, however, that notice of such alteration, amendment, repeal or adoption of new By-laws is contained in the notice of such meeting of the stockholders or in the notice of such meeting of the Board and, in the latter case, such notice is given not less than 24 hours prior to the meeting.

ARTICLE XII

Litigation Costs

SECTION 12.01. Litigation Costs. Except to the extent prohibited by the DGCL, and unless the Board of Directors or one of its committees otherwise approves in accordance with Section 141 of the DGCL, the Certificate and these By-laws, in the event that any person or entity (a “Claiming Party”) (a) initiates, asserts, joins, offers substantial assistance to or has a direct financial interest in (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Certificate or the By-laws, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate or the By-laws or (v) any

17

action asserting a claim against the Corporation governed by the internal affairs doctrine (each, a “Covered Proceeding”), and (b) such Claiming Party does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought by such Claiming Party, then each such Claiming Party shall be obligated to reimburse the Corporation and any such director, officer or other employee for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys’ fees and other litigation expenses) that the Corporation or any such director, officer or other employee actually incurs in connection with the Covered Proceeding. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

ARTICLE XIII

Miscellaneous

SECTION 13.01. Execution of Documents. The Board or any committee thereof shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, notes, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation and may authorize (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Such delegation may be by resolution or otherwise and the authority granted shall be general or confined to specific matters, all as the Board or any such committee may determine. In the absence of such designation referred to in the first sentence of this Section, the officers of the Corporation shall have such power so referred to, to the extent incident to the normal performance of their duties.

SECTION 13.02. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any committee thereof or any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee or in these By-laws shall select.

SECTION 13.03. Checks. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board or of any committee thereof or by any officer of the Corporation to whom power in respect of financial operations shall have been delegated by the Board or any such committee thereof or as set forth in these By-laws.

SECTION 13.04. Proxies in Respect of Stock or Other Securities of Other Corporations. The Board or any committee thereof shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation or other entity, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

SECTION 13.05. Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these By-laws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable laws. Whenever these By-laws may conflict with any applicable law or the Certificate, such conflict shall be resolved in favor of such law or the Certificate.

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ARTICLE XIV

Severability

SECTION 14.01. Severability. If any provision or provisions of these By-laws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these By-laws (including, without limitation, each portion of any paragraph of these By-laws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these By-laws (including, without limitation, each such portion of any paragraph of these By-laws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XV

Definitions

SECTION 15.01. Definitions

As used in these By-laws, unless the context otherwise requires, the term:

“The Advisory Board” means The Advisory Board Company, a Delaware corporation.

“Assistant Controller” means an Assistant Controller of the Corporation.

“Assistant Secretary” means an Assistant Secretary of the Corporation.

“Assistant Treasurer” means an Assistant Treasurer of the Corporation.

“Authorized Officer” is defined in Section 6.05(e).

“Board” is defined in Section 1.01.

“By-laws” means the by-laws of the Corporation, as such by-laws may be amended from time to time.

“Certificate” means the Amended and Restated Certificate of Incorporation of the Corporation.

“Chairman” means the Chairman of the Board.

“Change in Control” is defined in Section 6.05(e).

“Chief Executive Officer” means the Chief Executive Officer of the Corporation.

“Chief Financial Officer” means the Chief Financial Officer of the Corporation.

“Chief Operating Officer” means the Chief Operating Officer of the Corporation.

“Claiming Party” is defined in Article XII.

“Class A Common Stock” is defined in the Certificate

“Class B Common Stock” is defined in the Certificate.

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“Common Stock” is defined in the Certificate.

“Controller” means the Controller of the Corporation.

“Corporation” is defined in Section 1.01.

“Covered Entity” is defined in Section 6.01.

“Covered Proceeding” is defined in Article XII.

“Derivative” is defined in Section 2.07(d).

“Designating Stockholders” is defined in Section 6.04.

“DGCL” is defined in Section 3.12.

“Disinterested Director” is defined in Section 6.05(e).

“Disqualifying Event” is defined in Section 6.05(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Indemnitee” is defined in Section 6.01.

“Independent Counsel” is defined in Section 6.05(e).

“Preferred Stock” is defined in the Certificate.

“President” means the President of the Corporation.

“Principal Stockholder” means each of (1) the TPG Investor, (2) UPMC and (3) The Advisory Board.

“Proceeding” is defined in Section 6.01.

“Public Announcement” means disclosure (i) in a press release reported by the Dow Jones News Service, Reuters Information Service or any similar or successor news wire service or (ii) in a communication distributed generally to stockholders and in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act or any successor provisions thereto.

“Qualified Representative” means that a person must be a duly authorized officer, manager or partner of a stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

“Requested Employee” is defined in Section 6.07.

“Secretary” means the Secretary of the Corporation.

“Stockholder Associated Person” is defined in Section 2.07(d).

“Stockholder Information” is defined in Section 2.07(d).

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“stockholders” is defined in Section 2.01.

“Stockholders Agreement” means that certain stockholders agreement, by and among the Corporation and The Advisory Board, the TPG Investor and UPMC, dated as of [            ], 2015.

“Subsidiary Director” is defined in Section 6.07.

“Supporting Documentation” is defined in Section 6.05(b).

“TPG Investor” means collectively, (1) TPG Growth II BDH, L.P., a Delaware limited partnership and (2) TPG Eagle Holdings L.P., a Delaware limited partnership.

“Treasurer” means the Treasurer of the Corporation.

“Trigger Event” means the first date on which the Principal Stockholders cease collectively to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of Common Stock.

“Underwriting Agreement” means that certain underwriting agreement, dated [            ], 2015, among the Corporation, Evolent Health LLC and J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters listed in Schedule 1 thereto, pursuant to which the Corporation is conducting an initial public offering of its Class A Common Stock.

“UPMC” means UPMC, a Pennsylvania nonprofit corporation.

“Vice President” means a Vice President of the Corporation.

“Voting Commitment” is defined in Section 3.02(b).

“Whole Board” is defined in Section 3.02(a).

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EX-4.2

Exhibit 4.2

FORM OF REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

EVOLENT HEALTH, INC.

AND

CERTAIN STOCKHOLDERS

DATED AS OF [            ], 2015

TABLE OF CONTENTS

		Page
ARTICLE I
Effectiveness
Section 1.1.	Effectiveness		2
ARTICLE II
Definitions
Section 2.1.	Definitions		2
ARTICLE III
Registration Rights
Section 3.1.	Demand Registration		8
Section 3.2.	Shelf Registration		11
Section 3.3.	Piggyback Registration		15
Section 3.4.	Lock-Up Agreements		17
Section 3.5.	Registration Procedures		17
Section 3.6.	Underwritten Offerings		23
Section 3.7.	No Inconsistent Agreements; Additional Rights		25
Section 3.8.	Registration Expenses		25
Section 3.9.	Indemnification		25
Section 3.10.	Rules 144 and 144A and Regulation S		29
Section 3.11.	Existing Registration Statements		29
ARTICLE IV
Miscellaneous
Section 4.1.	Authority: Effect		30
Section 4.2.	Notices		30
Section 4.3.	Termination and Effect of Termination		32
Section 4.4.	Permitted Transferees		32
Section 4.5.	Remedies		33
Section 4.6.	Amendments		33
Section 4.7.	Governing Law		33

Section 4.8.	Consent to Jurisdiction	33
Section 4.9.	WAIVER OF JURY TRIAL	34
Section 4.10.	Merger; Binding Effect, Etc.	34
Section 4.11.	Counterparts	34
Section 4.12.	Severability	35
Section 4.13.	No Recourse	35

ii

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [            ], 2015, is made by and among:

i. Evolent Health, Inc., a Delaware corporation (the “Company”);

ii. TPG Growth II BDH, L.P., a Delaware limited partnership, and TPG Eagle Holdings, L.P., a Delaware limited partnership (together with their Permitted Transferees that become party hereto, the “TPG Investor”);

iii. UPMC, a Pennsylvania nonprofit corporation (together with its Permitted Transferees that become party hereto, the “UPMC Investor”);

iv. The Advisory Board Company, a Delaware corporation (together with its Permitted Transferees that become party hereto, “The Advisory Board Investor” and, together with the TPG Investor and the UPMC Investor, the “Principal Investors”);

v. Ptolemy Capital, LLC (the “Ptolemy Investor” and a Holder (as defined herein) for the purposes of this Agreement); and

vi. such other Persons, if any, that from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted Transferees.

RECITALS

WHEREAS, on January 6, 2014, Evolent Health Holdings, Inc., a Delaware corporation, Evolent Health LLC, a Delaware limited liability company (“Evolent Health LLC”), the TPG Investor, the UPMC Investor, The Advisory Board Investor and certain other Persons entered into an Amended and Restated Master Investors’ Rights Agreement (the “Prior Agreement”), which, among other things, provided the Principal Investors with registration rights with respect to the common stock of Evolent Health Holdings, Inc.;

WHEREAS, the Company has effected a series of reorganization transactions (the “Reorganization Transactions”) in connection with an initial public offering (the “IPO”) of shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”);

WHEREAS, after giving effect to the Reorganization Transactions, the TPG Investor and The Advisory Board Investor own Class B limited liability company interests in Evolent Health LLC (“Class B common units”), together with shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), which, subject to certain restrictions, are exchangeable from time to time at the option of the holder thereof for shares of the Company’s Class A Common Stock, pursuant to an Exchange Agreement dated [            ], 2015 (the “Exchange Agreement”);

WHEREAS, after giving effect to the Reorganization Transactions, The Advisory Board Investor and the UPMC Investor own shares of Class A Common Stock.

WHEREAS, on the date hereof, the Company has consummated the IPO pursuant to an Underwriting Agreement dated [            ], 2015 (the “Underwriting Agreement”);

WHEREAS, the Prior Agreement is being terminated by the parties thereto effective as of the closing of the IPO (the “Closing”); and

WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their agreements regarding registration rights and certain other matters following the IPO.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Effectiveness

Section 1.1. Effectiveness. This Agreement shall become effective upon the Closing.

ARTICLE II

Definitions

Section 2.1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel to the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“Advisory Board Investor” shall have the meaning set forth in the Preamble.

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“Affiliate” means, with respect to any specified Person, any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of the TPG Investor, the UPMC Investor or The Advisory Board Investor. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, each of the TPG Investor, the UPMC Investor and The Advisory Board Investor shall not be deemed to be affiliates of each other solely as a result of entering into this Agreement.

“Agreement” shall have the meaning set forth in the Preamble.

“Block Trade Offering” means any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“Class A Common Stock” shall have the meaning set forth in the Recitals.

“Class B Common Stock” shall have the meaning set forth in the Recitals.

“Class B common unit” shall have the meaning set forth in the Recitals.

“Closing” shall have the meaning set forth in the Recitals.

“Common Stock” shall have the meaning set forth in the Recitals.

“Demand Notice” shall have the meaning set forth in Section 3.1.3.

“Demand Registration” shall have the meaning set forth in Section 3.1.1(a).

“Demand Registration Request” shall have the meaning set forth in Section 3.1.1(a).

“Demand Registration Statement” shall have the meaning set forth in Section 3.1.1(c).

“Demand Suspension” shall have the meaning set forth in Section 3.1.6.

“Demanding Holder” means any Principal Investor that exercises a right to request a Demand Registration pursuant to Section 3.1.

“Effective Date” means the date of the Closing.

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“Exchange” means the exchange of shares of Class B Common Stock (together with Class B common units) for shares of Class A Common Stock pursuant to the Exchange Agreement.

“Exchange Agreement” shall have the meaning set forth in the Recitals.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan on Form S-8 or its successor approved by the Board of Directors of the Company or (ii) a registration statement on Form S-4 or its successor.

“FINRA” means the Financial Industry Regulatory Authority.

“Holders” means holders of Registrable Securities under this Agreement.

“IPO” shall have the meaning set forth in the Recitals.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

“Issuer Shares” means the shares of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity securities.

“Loss” shall have the meaning set forth in Section 3.9.1.

“Participation Conditions” shall have the meaning set forth in Section 3.2.5(b).

“Permitted Transferee” means with respect to any Holder, any Affiliate of such Holder.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Piggyback Notice” shall have the meaning set forth in Section 3.3.1.

“Piggyback Registration” shall have the meaning set forth in Section 3.3.1.

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“Potential Takedown Participant” shall have the meaning set forth in Section 3.2.5(b).

“Principal Investor Minimum” means, with respect to a Principal Investor, at least 20% of the shares of Common Stock held by such Principal Investor as of the closing of the transactions contemplated by the Underwriting Agreement (as adjusted for any stock dividend or distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, stock exchange, subdivision, combination thereof or similar transaction).

“Principal Investors” or “Principal Investor” shall have the meaning set forth in the Preamble.

“Prior Agreement” shall have the meaning set forth in the Recitals.

“Pro Rata Portion” means, with respect to each Holder requesting that its shares be registered pursuant to a Demand Registration or sold in a Public Offering, a number of such shares equal to the aggregate number of Registrable Securities requested to be registered in such Demand Registration or sold in such Public Offering (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of shares of Common Stock held by such Holder immediately prior to the IPO, and the denominator of which is the aggregate number of shares of Common Stock held by all Holders immediately prior to the IPO.

“Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“Ptolemy Investor” shall have the meaning set forth in the Preamble.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

“Registrable Securities” means (i) all shares of Class A Common Stock held by the Principal Investors as of the Closing, (ii) all shares of Class A Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security (including shares of Class A Common Stock issuable upon Exchange) and (iii) all shares of Class A Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clause (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been

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Transferred to the public pursuant to Rule 144 and the restrictive legend and any stop transfer restrictions have been removed, (y) such holder is able to immediately distribute such securities publicly without any restrictions on transfer (including without application of paragraphs (c), (d), (e), (f) and (h) of Rule 144) or (z) such securities shall have ceased to be outstanding.

“Registration” means registration under the Securities Act of the offer and sale to the public of any Issuer Shares under a Registration Statement. The terms “register”, “registered” and “registering” shall have correlative meanings.

“Registration Expenses” shall have the meaning set forth in Section 3.8.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto.

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“Requisite Investor Approval” means the approval of (a) each of the Principal Investors for so long as each Principal Investor and its Affiliates beneficially own in the aggregate the Principal Investor Minimum and (b) to the extent only one Principal Investor and its Affiliates beneficially own in the aggregate the Principal Investor Minimum, such Principal Investor; provided that, for purposes of this definition, a Principal Investor shall be deemed to have approved an action to the extent that such Principal Investor or its Affiliates holding a majority of the Issuer Shares held by such Principal Investor and its Affiliates in the aggregate vote in favor of, or provide their written consent to, such action.

“Reorganization Transactions” shall have the meaning set forth in the Recitals.

“Rule 144” means Rule 144 under the Securities Act (or any successor Rule).

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

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“Shelf Period” shall have the meaning set forth in Section 3.2.3.

“Shelf Registration” shall have the meaning set forth in Section 3.2.1(a).

“Shelf Registration Notice” shall have the meaning set forth in Section 3.2.2.

“Shelf Registration Request” shall have the meaning set forth in Section 3.2.1(a).

“Shelf Registration Statement” shall have the meaning set forth in Section 3.2.1(a).

“Shelf Suspension” shall have the meaning set forth in Section 3.2.4.

“Shelf Takedown Notice” shall have the meaning set forth in Section 3.2.5(b).

“Shelf Takedown Request” shall have the meaning set forth in Section 3.2.5(a).

“TPG Investor” shall have the meaning set forth in the Preamble.

“Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests, a direct or indirect transfer, sale, exchange, assignment or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.

“Underwritten Public Offering” means an underwritten Public Offering, including any Block Trade Offering.

“Underwritten Shelf Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement.

“Underwriting Agreement” shall have the meaning set forth in the Recitals.

“UPMC Investor” shall have the meaning set forth in the Preamble.

“WKSI” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

Section 2.2. Other Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

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(b) The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

(c) The term “including” is not limiting and means “including without limitation.”

(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE III

Registration Rights

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

Section 3.1. Demand Registration.

Section 3.1.1. Request for Demand Registration.

(a) Following the Effective Date, each of the Principal Investors shall have the right to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Principal Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Subject to Section 3.2.8, each of the Principal Investors shall be limited to no more than two Demand Registration Requests on Form S-1 or any similar long-form registration statement (provided that delivery of a written notice pursuant to Section 3.1.3 shall not constitute a Demand Registration Request), and each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise); provided, that a Demand Registration shall not be counted for purposes of the number of Demand Registration Requests made by the Demanding Holder that had submitted such Demand Registration Request unless and until the Demand Registration has become effective and the Demanding Holders are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration.

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(b) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof.

(c) Upon receipt of the Demand Registration Request, the Company shall as promptly as reasonably practicable file a Registration Statement (a “Demand Registration Statement”), as specified in the Demand Registration Request for such Demand Registration, relating to such Demand Registration. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act within 60 days after receipt of the Demand Registration Request; provided that in the event that the SEC notifies the Company that it will not review a Demand Registration Statement, the Company shall cause such Demand Registration Statement to become effective no later than five Business Days after receiving such notification.

Section 3.1.2. Limitation on Demand Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding 60 days (unless otherwise consented to by the Board of Directors of the Company); provided, however, that if a prior Underwritten Shelf Takedown was executed as a Block Trade Offering, no such limitation shall apply.

Section 3.1.3. Demand Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than three Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.1.7, the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days after the date that the Demand Notice was delivered.

Section 3.1.4. Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a

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request for a Demand Registration by more than one Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the number of Demand Registration Requests made by the Demanding Holder that had submitted the Demand Registration Request pursuant to Section 3.1.1(a) unless (a) the Demanding Holders reimburse the Company for all expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.

Section 3.1.5. Effective Registration. The Company shall use reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for not less than 180 days plus the duration of any suspension period (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

Section 3.1.6. Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during any 12-month period or (ii) for a period exceeding 60 days on any one occasion. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon (a) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Demand Suspension and (b) the effectiveness of such Demand Registration Statement. Notwithstanding the provisions of this Section 3.1.6, the Company may not postpone the filing or effectiveness of, or suspend use of, a Demand Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or ceases to be material. During a Demand Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities and, upon termination of any Demand Suspension, the Company shall

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promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.

Section 3.1.7. Priority of Securities Registered Pursuant to Demand Registrations. If the managing underwriter or underwriters of a proposed Underwritten Public Offering of the Registrable Securities included in a Demand Registration, advise the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be in the case of any Demand Registration (x) first, for each Holder that has requested to participate in such Demand Registration an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.

Section 3.1.8. Resale Rights. In the event that a Principal Investor elects to request a Registration pursuant to this Section 3.1 in connection with a distribution of Registrable Securities to its partners, members or stockholders, the Registration shall provide for resale by such partners, members or stockholders, if requested by such Principal Investor.

Section 3.2. Shelf Registration.

Section 3.2.1. Request for Shelf Registration.

(a) Upon the written request of any Principal Investor from time to time following the date on which the Company becomes eligible to use Form S-3 or any similar short-form registration statement (a “Shelf Registration Request”), the Company shall promptly file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective under the Securities Act as promptly as practicable, and in any event within 60 days following receipt of such Shelf Registration Request; provided that in the event that the SEC notifies the Company that it will not review a Shelf Registration Statement, the Company shall cause such Shelf Registration Statement to become effective no later than five

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Business Days after receiving such notification. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.”

(b) If on the date of the Shelf Registration Request: (i) the Company is a WKSI, then the Shelf Registration Request may request Registration of an unspecified amount of Registrable Securities; and (ii) the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Section 3.2.2. Shelf Registration Notice. Promptly upon receipt of a Shelf Registration Request (but in no event more than three Business Days thereafter), the Company shall deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, which notice shall specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration Notice shall offer each such Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.2.6, the Company shall include in such Shelf Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days after the date that the Shelf Registration Notice has been delivered.

Section 3.2.3. Continued Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”). Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

Section 3.2.4. Suspension of Registration. If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than one time during any 12-month period, or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus

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and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, and upon such termination, promptly amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. Notwithstanding the provisions of this Section 3.2.4, the Company may not postpone the filing or effectiveness of, or suspend use of, a Shelf Registration Statement past the date upon which the applicable Adverse Disclosure is disclosed to the public or ceases to be material. During a Shelf Suspension, the Company shall be prohibited from filing a registration statement for its own account or for the account of any other Holder or holder of its securities.

Section 3.2.5. Shelf Takedown.

(a) At any time during which the Company has an effective Shelf Registration Statement with respect to a Principal Investor’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in respect of at least $25 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Principal Investors requesting to participate in such offering.

(b) Promptly upon receipt of a Shelf Takedown Request (but in no event more than three Business Days thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities as each such Potential Takedown Participant may request in writing. Subject to Section 3.2.6, the Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in

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an Underwritten Shelf Takedown in connection with a proposed Block Trade Offering shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than 90% (or such lesser percentage specified by such Potential Takedown Participant in writing) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions in any Block Trade Offering, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the initiating Principal Investor(s); provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions in any Block Trade Offering, each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5. For any Underwritten Shelf Takedown that is not a Block Trade Offering, any Principal Investor that has requested its Registrable Securities be included in such Underwritten Shelf Takedown pursuant to this Section 3.2.5 may withdraw all or any portion of its Registrable Securities included in an Underwritten Shelf Takedown from such Underwritten Shelf Takedown at any time prior to the execution of the underwriting agreement related to such Underwritten Shelf Takedown.

(c) The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an Underwritten Shelf Takedown was consummated within the preceding 60 days (unless otherwise consented to by the Board of Directors of the Company); provided, however, that if a prior Underwritten Shelf Takedown was executed as a Block Trade Offering, no such limitation shall apply.

Section 3.2.6. Priority of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be (x) first, for each Holder that has requested to participate in such

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Underwritten Shelf Takedown an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.

Section 3.2.7. Resale Rights. In the event that a Principal Investor elects to request a Registration pursuant to this Section 3.2 in connection with a distribution of Registrable Securities to its partners, members or stockholders, the Registration shall provide for resale by such partners, members or stockholders, if requested by such Principal Investor.

Section 3.2.8. S-3 Eligibility. Notwithstanding the foregoing, if, at any time following the period of 12 calendar months after the Closing, the Company is not eligible to register securities on Form S-3, until the Company is eligible the Company shall be obligated to file such additional Demand Registration Statements on Form S-1 or any similar long-form registration statements as may be necessary to effect the registration of all Registrable Securities held by the Principal Investors, in a manner to allow sales consistent with the terms of this Section 3.2. Any such Demand Registration Statement filed pursuant to this Section 3.2.8 shall not be counted for purposes of the number of Demand Registration Requests made by the Demanding Holder that had submitted such Demand Registration Request pursuant to Section 3.1.1(a). The meaning of the phrase “period of 12 calendar months” is intended to be consistent with the way in which the phrase “12 calendar months” is used for purposes of the registrant eligibility requirements in Form S-3.

Section 3.3. Piggyback Registration.

Section 3.3.1. Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than an Excluded Registration), then, as soon as practicable (but in no event less than five Business Days prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within three Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement

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filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall promptly give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, the Company shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, the Company shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to be an Underwritten Public Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall, make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the execution of the underwriting agreement.

Section 3.3.2. Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion and (iii) third, and only if all

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of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Section 3.3.3. No Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections 3.1 and 3.2.

Section 3.4. Lock-Up Agreements. In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an Underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any Registrable Securities or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities, as is entered into by any Principal Investor with the underwriter(s) of such Public Offering; provided, however, that no Holder shall be required to enter into a lock-up agreement covering a period of greater than 90 days after the date of the final Prospectus relating to such offering or such longer period as is agreed to by each of the Principal Investors; provided, further, that in no event shall such lock-up period be greater than the period agreed to by the Company, its directors or officers or any other Principal Investors. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) distributions-in-kind to a Principal Investor’s partners, members or stockholders; (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement, in each case, only if such distributees and transferees agree to be bound by the restrictions herein; or (iii) other customary exceptions that the underwriter(s) of such Underwritten Public Offering may agree to.

Section 3.5. Registration Procedures.

Section 3.5.1. Requirements. In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company shall use its reasonable best efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:

(a) as promptly as is reasonably practicable prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders and their respective counsel, (y) subject to applicable law, make such changes in such documents concerning the Holders prior to the filing thereof as

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such Holders, or their counsel, may reasonably request and (z) subject to applicable law, except in the case of a Registration under Section 3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto to which any participating Principal Investor, or the underwriters, if any, shall reasonably object;

(b) as promptly as is reasonably practicable prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be (x) reasonably requested by any Principal Investor with Registrable Securities covered by such Registration Statement, (y) reasonably requested by any participating Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

(c) notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d) promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration

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Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;

(e) to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

(f) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

(g) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the Holders of a majority of Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(h) furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

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(i) deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto);

(j) on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(k) cooperate with the selling Holders and the managing underwriter or underwriters, if any, to enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least three Business Days prior to any sale of Registrable Securities to the underwriters;

(l) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(m) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities if other than the CUSIP for the publicly traded Class A Common Stock;

(n) make such representations and warranties to the Holders of Registrable Securities being registered, and the underwriters or agents, if

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any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

(o) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as any participating Principal Investor or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(p) obtain for delivery to the Holders being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the most recent effective date of the Registration Statement or, in the event of an Underwritten Public Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders or underwriters, as the case may be, and their respective counsel;

(q) in the case of an Underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(r) cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(s) use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available, including through the SEC’s EDGAR filing system or any successor system, to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(t) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable

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Registration Statement from and after a date not later than the effective date of such Registration Statement;

(u) use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on the securities exchange on which the Company’s Class A Common Stock is then listed or quoted and on each inter-dealer quotation system on which the Company’s Class A Common Stock is then quoted;

(v) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Holders covered by the applicable Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement;

(w) in the case of a marketed Public Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(x) take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(y) take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(z) take all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

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Section 3.5.2. Company Information Requests. The Company may require each seller of Registrable Securities as to which any Registration or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

Section 3.5.3. Discontinuing Registration. Each Holder agrees that, as promptly as possible after receipt of any notice from the Company of the happening of any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that the use of the Prospectus may be resumed.

Section 3.6. Underwritten Offerings.

Section 3.6.1. Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale under Section 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, each Principal Investor seeking to participate in such offering and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form

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thereof. Such Holders to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public offerings similar to the applicable offering. Any such Holder shall be required to make representations and warranties and other agreements, deliver an opinion or opinions from its counsel and provide indemnities, in each case as are customarily made by selling stockholders in secondary public offerings.

Section 3.6.2. Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in secondary public offerings. Any such Holder shall be required to make representations and warranties and other agreements, deliver an opinion or opinions from its counsel and provide indemnities, in each case as are customarily made by selling stockholders in secondary public offerings.

Section 3.6.3. Participation in Underwritten Registrations. Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any Underwritten Public Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that any such Holder shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type.

Section 3.6.4. Selection of Underwriters. In the case of an Underwritten Public Offering under Section 3.1 or 3.2, the managing underwriter or underwriters to administer the offering shall be determined by the Holders of a majority of Registrable Securities to be included in such Underwritten Public

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Offering; provided that such managing underwriter or underwriters shall be reasonably acceptable to the Company.

Section 3.7. No Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement. Without Requisite Investor Approval, neither the Company nor any of its subsidiaries shall enter into any agreement granting registration or similar rights to any Person that are prior in right, pari passu or inconsistent with the rights under this Agreement, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement.

Section 3.8. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one counsel for each Principal Investor to the extent that they participate in such Registration or sale, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities, which shall be paid by the participating Holders in proportion to the number of Registrable Securities offered and sold by or on behalf of each such Holder.

Section 3.9. Indemnification.

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Section 3.9.1. Indemnification by the Company. The Company shall, and it hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors, partners, members, managers, stockholders and employees and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and reasonable legal expenses or other reasonable expenses actually incurred thereby in connection with investigating or defending any claim or proceeding resulting therefrom) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided, that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration Statement that has not been corrected in a subsequent writing prior to the sale of the Registrable Securities to the Person asserting the claim or (iii) any violation or alleged violation by the Company (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Section 3.9.2. Indemnification by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, partners, members, managers, stockholders and employees and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or

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summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information about such Holder furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.9.4 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Section 3.9.3. Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party

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shall not have the right to settle such action without the prior written consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into in good faith more than 60 days after receipt by the indemnifying party of such request and more than 30 days after receipt of the proposed terms of such settlement and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction.

Section 3.9.4. Contribution. If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section 3.9.2) or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.9.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred

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to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. If indemnification is available under this Section 3.9, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4. The remedies provided for in this Section 3.9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. Notwithstanding the provisions of this Section 3.9.4, in connection with any Registration Statement filed by the Company, a selling Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Holder pursuant to Section 3.9.2 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

Section 3.10. Rules 144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as any Holder may reasonably request, including the delivery of customary opinions requested to effectuate such sales pursuant to Rule 144, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 3.11. Existing Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration

29

Statements, by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended.

ARTICLE IV

Miscellaneous

Section 4.1. Authority: Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

Section 4.2. Notices. Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

if to the Company, to:

Evolent Health, Inc.

800 N. Glebe Road, Suite 500

Arlington, VA 22203

Attention:	Jonathan Weinberg,
	General Counsel
Facsimile:	(571) 389-6001
E-mail:	jweinberg@evolenthealth.com

with a copy (which shall not constitute notice) to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attention:	William V. Fogg
Facsimile:	(212) 474-1000
E-mail:	wfogg@cravath.com

30

if to the TPG Investor, to:

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Attention:	General Counsel
Facsimile:	(415) 743-1501

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, California 94111

Attention:	Thomas Holden, Esq.
Facsimile:	(415) 315-4823
E-mail:	thomas.holden@ropesgray.com

if to The Advisory Board Investor, to:

The Advisory Board Company

2445 M St., NW

Washington, D.C. 20037

Attention:	Evan Farber
Facsimile:	(202) 266-5700
E-mail:	farbere@advisory.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Attention:	Jeremy D. London
Facsimile:	(202) 661-8299
E-mail:	Jeremy.London@skadden.com

if to the UPMC Investor, to:

UPMC

U.S. Steel Building

600 Grant Street, 55th Floor

Pittsburgh, Pennsylvania 15219

Attention:	Chief Legal Officer
Facsimile:	(412) 647-9193

with a copy (which shall not constitute notice) to:

Drinker Biddle & Reath LLP

1500 K Street, N.W.

Washington, D.C. 20005-1209

31

Attention:	Gerald McCartin
Facsimile:	(202) 842-8465
E-mail:	Gerald.McCartin@dbr.com

if to the Ptolemy Investor, to:

Ptolemy Capital, LLC

1250 Prospect St, Suite 200

La Jolla, California 92037

Attention:	Michael R. Stone
Facsimile:	(858) 551-1175
E-mail:	mike@fsinvestors.com and mitch@fsinvestors.com

Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

Section 4.3. Termination and Effect of Termination. This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

Section 4.4. Permitted Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Class B common units, shares of Class B Common Stock or Registrable Securities effected in accordance with the terms of the Third Amended and Restated Operating Agreement of Evolent Health LLC and this Agreement to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.

32

Section 4.5. Remedies. The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 4.6. Amendments. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and each of the Principal Investors. Each such amendment, modification, extension or termination shall be binding upon each party hereto and each Other Holder; provided that no such amendment, modification, extension or termination shall be binding upon any party hereto unless agreed to in writing by such party. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party.

Section 4.7. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

Section 4.8. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of

33

any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual notice.

Section 4.9. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 4.10. Merger; Binding Effect, Etc. This Agreement (along with the Exchange Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Section 4.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

34

Section 4.12. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

Section 4.13. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such, for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

[Signature pages follow]

35

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

EVOLENT HEALTH, INC.

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

TPG GROWTH II BDH, L.P.

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

TPG EAGLE HOLDINGS, L.P.

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

UPMC

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

THE ADVISORY BOARD COMPANY

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

PTOLEMY CAPITAL, LLC

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

EX-10.1

Exhibit 10.1

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

EVOLENT HEALTH LLC

a Delaware limited liability company

as of January 6, 2014

THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S OPERATING AGREEMENT DATED AS OF JANUARY 6, 2014. A UNIT MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE.

THE UNITS REPRESENTED BY THIS DOCUMENT ARE ALSO SUBJECT TO ADDITIONAL REPURCHASE RESTRICTIONS AND RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENT DATED AS OF JANUARY 6, 2014, AS MAY BE AMENDED FROM TIME TO TIME A COPY OF WHICH WILL BE FURNISHED BY EVOLENT HEALTH LLC UPON REQUEST.

TABLE OF CONTENTS

		Page
SECTION 1         THE COMPANY
1.1	Formation		2
1.2	Company Name		2
1.3	Purpose and Scope		2
1.4	Principal Places of Business		2
1.5	Term		2
1.6	Filings; Registered Agent for Service of Process; Registered Office		2
1.7	Defined Terms		3
1.8	No State Law Partnership; No Liability to Third Parties		3
SECTION 2         MEMBERS AND UNITS
2.1	Authorized Units		3
2.2	Names, Addresses and Units of Members		4
2.3	Voting Rights		4
2.4	Conversion of Preferred Units; Adjustments for Diluting Issuances		7
SECTION 3         CAPITAL CONTRIBUTIONS
3.1	Capital Contributions		15
3.2	Other Matters		15
3.3	Member Loans		15
3.4	Issuance of Additional Equity Securities		15
3.5	Holdco Contributions		16
SECTION 4         CAPITAL ACCOUNTS AND ALLOCATIONS
4.1	Capital Accounts		16
4.2	Allocation of Profits and Losses		16

-i-

TABLE OF CONTENTS

(continued)

		Page
SECTION 5         DISTRIBUTIONS; TAX MATTERS
5.1	Tax Distributions		17
5.2	Distributions		18
5.3	Liquidation or Sale of the Company Distributions		19
5.4	Preparation of Tax Returns; Tax Information		21
5.5	Tax Matters Member; Tax Elections		21
SECTION 6         MANAGEMENT AND CONTROL
6.1	Management by the Board		22
6.2	Board Composition and Administration		22
6.3	Meetings of the Board		22
6.4	Notice of Board Meetings		23
6.5	Waiver of Notice		23
6.6	Action Without Formal Meeting		23
6.7	Agents		23
6.8	Officers and Employees		23
6.9	Fiduciary Duties		24
6.10	Disclaimer of Certain Duties		24
SECTION 7         BOOKS AND RECORDS
7.1	Books and Records		26
7.2	Taxable Year		27
SECTION 8         ADMISSION OF MEMBERS
8.1	Prohibited Transfers		27

-ii-

TABLE OF CONTENTS

(continued)

		Page
8.2	Conditions to Transfers		27
8.3	Effect of Transfers		28
8.4	Admission of Members		29
8.5	Representations; Legend		29
SECTION 9         LIQUIDATION OF THE COMPANY
9.1	Liquidation Events		30
9.2	Winding Up		30
9.3	Deficit Capital Accounts		31
9.4	Reserves		31
9.5	Rights of Members		31
9.6	Prohibition on Withdrawal		31
SECTION 10         AMENDMENTS
10.1	Authority to Amend		31
10.2	Notice of Amendments		32
SECTION 11         MISCELLANEOUS
11.1	Notices		32
11.2	Binding Effect		32
11.3	Construction		32
11.4	Significant Securityholders		32
11.5	Entire Agreement		32
11.6	Headings		32
11.7	Severability		33

-iii-

TABLE OF CONTENTS

(continued)

		Page
11.8	Incorporation by Reference		33
11.9	Further Action		33
11.10	Variation of Pronouns		33
11.11	Governing Law		33
11.12	Specific Performance		33
11.13	Tax Classification		33
11.14	Counterpart Execution		34
11.15	Venue and Attorney’s Fees		34
11.16	Waiver of Jury Trial		34

-iv-

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

EVOLENT HEALTH LLC

a Delaware limited liability company

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of Evolent Health LLC, a Delaware limited liability company (“the Company”), is entered into as of January 6, 2014 (the “Effective Date”), by the Persons listed on Exhibit A under the caption “Common Members” (each, a “Common Member” and collectively the “Common Members”) and the Persons listed under the caption “Series A Preferred Members” (each, a “Series A Preferred Member,” and collectively the “Series A Preferred Members”) the Persons listed under the caption “Series B Preferred Members” (each, a “Series B Preferred Member,” collectively the “Series B Preferred Members”) and the Persons listed under the caption “Series B-1 Preferred Member” (each, a “Series B-1 Preferred Member” and collectively, the “Series B-1 Preferred Members,” and together with the Common Members, the Series A Preferred Members and the Series B Preferred Members, the “Members”).

WHEREAS, the Company was formed under the name “Evolent Health LLC” on September 23, 2013, pursuant to Title 6, Chapter 18 of the Delaware Limited Liability Company Act, as the same may be amended from time to time (the “LLC Law”).

WHEREAS, the Members of the Company identified therein entered into that certain Amended and Restated Operating Agreement of the Company effective as of September 23, 2013 (the “Operating Agreement”).

WHEREAS, the Company, Evolent Health Holdings, Inc., a Delaware corporation (“Holdco”), certain of the Members and certain of the stockholders of Holdco have entered into that certain Master Investors’ Rights Agreement, dated on September 23, 2013 (as such agreement may be amended from time to time, the “Master Rights Agreement”), which sets forth the rights and obligations of the parties thereto, including with respect to matters in connection with the ownership of the securities of the Company and Holdco.

WHEREAS, prior to the execution of the Operating Agreement, the Company, Holdco and Evolent Health, Inc., a Delaware corporation (the “Predecessor Evolent”), completed a restructuring, pursuant to which the Predecessor Evolent merged with and into the Company, and pursuant to which the Company assumed all the rights and obligations of the Predecessor Evolent in a transaction intended to qualify as a tax-free reorganization of the Predecessor Evolent into Holdco described in section 368(a)(1)(F) of the Code.

WHEREAS, the parties hereto have agreed upon the terms and conditions that will govern their relationship and wish to reduce such agreement to writing and to amend and restate the Operating Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

THE COMPANY

1.1 Formation. The Certificate of Formation (the “Certificate”) of the Company was filed with the Secretary of State of the State of Delaware on September 3, 2013. The rights, powers, duties and obligations of the Members, and the management, operations and activities of the Company, shall be governed by this Agreement.

1.2 Company Name. The name of the Company is “Evolent Health LLC.” The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Board.

1.3 Purpose and Scope. Within the meaning and for purposes of the LLC Law, the purpose and scope of the Company shall include any lawful action or activity permitted to a limited liability company under the LLC Law, as determined by the Board; provided, however, that the Company’s initial principal purpose shall be to continue the business of the Predecessor Evolent (the “Business”).

1.4 Principal Places of Business. The initial principal place of business of the Company shall be located at 800 N. Glebe Rd., Suite 500, Arlington, VA 22203. The principal place of business of the Company may be relocated from time to time by determination of the Board and notification of any such change shall be given to all Members. The Company may maintain offices at such other place or places as the Board deems advisable.

1.5 Term. The term of the Company commenced upon the filing of the Certificate in accordance with the LLC Law and shall continue in existence for perpetuity, unless dissolved or terminated pursuant to law or the provisions of this Agreement.

1.6 Filings; Registered Agent for Service of Process; Registered Office.

(a) Certificate. The Certificate has been filed in the office of the Secretary of State of Delaware in accordance with the provisions of the LLC Law.

(b) Foreign Qualifications. The Board will take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any states or jurisdictions other than Delaware in which the Company engages in business.

(c) Registered Agent. The name and address of the Company’s registered agent for service of process of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County, Delaware 19808-1646. The Board may change, at any time and from time to time, such registered agent.

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(d) Registered Office. The Company’s registered office in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County, Delaware 19808-1646. The Board may change, at any time and from time to time, such registered office.

(e) Dissolution. Upon the dissolution of the Company, the Board will promptly execute and cause to be filed a certificate of dissolution in accordance with the LLC Law and the law of any other states or jurisdictions in which the Company has qualified to conduct business.

1.7 Defined Terms. Unless the context otherwise requires or unless otherwise provided in this Agreement, capitalized terms used in this Agreement shall have the meanings given to them as set forth in Exhibit B to this Agreement.

1.8 No State Law Partnership; No Liability to Third Parties. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than U.S. federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. No Member shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

SECTION 2

MEMBERS AND UNITS

2.1 Authorized Units. The Company has authority to issue Common Units, Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units and such other classes or series of Units as may be approved by the Board and each of the Significant Securityholders in accordance with the terms of this Agreement. As of the Effective Date, the authorized LLC Capital Units are (a) (i) that number of Common Units equal to the number of shares of Common Stock, par value $0.001 per share, of Holdco (“Common Stock”) which are issued and outstanding as of the Effective Date, all of which Common Units are issued and outstanding and held by Holdco as the sole holder of Common Units as of the Effective Date, plus (ii) such additional number of Common Units as may be issued in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (A) upon the conversion of Series A Preferred Units, Series B Preferred Units and/or Series B-1 Preferred Units pursuant to the terms hereof, (B) upon the issuance of Common Stock of Holdco pursuant to the Holdco Stock Plan as provided in Section 3.4(b), and (C) as contemplated by Sections 4.2 and 9.1 of the Master Rights Agreement, minus (iii) such number of Common Units as may be purchased or repurchased from Holdco or otherwise retired in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (A) upon the repurchase or other retirement for any reason of Common Stock of Holdco by Holdco pursuant to the Holdco Stock Plan in accordance with Section 3.4(b), and (B) as contemplated by Section 9.1(f) of the Master Rights Agreement, (b) 3,900,000 Series A Preferred Units, all of which are issued and outstanding and held by Holdco as the sole holder of Series A Preferred Units as of the Effective Date, (c) 6,510,860 Series B Preferred Units, all of which are issued and outstanding and owned by the holders of Series B Preferred Units as reflected on Exhibit A

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hereto as of the Effective Date, and (d) 488,281 Series B-1 Preferred Units, of which 65,105 Units are issued and outstanding and held by Holdco as the sole holder of Series B-1 Preferred Units as of the Effective Date. The number of Common Units, Series A Preferred Units, Series B Preferred Units and Series B-1 Preferred Units held by Holdco shall equal the number of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock, respectively, of Holdco that are issued and outstanding in compliance with the terms of the Master Rights Agreement from time to time. In addition, if Holdco should issue any future class or series of capital stock in compliance with the terms of the Master Rights Agreement with respect to which Corresponding Units (as defined in the Master Rights Agreement) are designated, then the number of such Corresponding Units outstanding and held by Holdco shall equal the number of shares of such future class or series of capital stock of Holdco which are issued and outstanding in compliance with the terms of the Master Rights Agreement. All Units issued hereunder shall be uncertificated Units unless otherwise determined by the Board.

2.2 Names, Addresses and Units of Members. The names, addresses and number and type of Units of the Members are set forth on Exhibit A hereto. Subject to all provisions contained in this Agreement, the Board shall amend Exhibit A from time to time to reflect the admission or withdrawal of Members; the sale, grant, issuance or redemption of Units; the receipt of Capital Contributions; or a change of a Member’s address.

2.3 Voting Rights.

(a) Generally. (i) Except as provided in any provision of this Agreement which may impose additional requirements or the affirmative vote of a greater percentage of the number of Units of one or more series or classes of Units for the adoption or approval of any action by the Company, any event, transaction or occurrence requiring approval of the Members shall be deemed to require a vote of the holders of a majority of the voting power of the then outstanding Units, voting together and not as a separate class, including in such majority at least two of the Significant Securityholders. Irrespective of any provision of Section 18-209 of the Act, but subject to the terms of this Agreement, including, but not limited to Section 2(e) hereof, a merger or other Sale of the Company shall not require approval by any separate class or group of Members.

(ii) Except as required by law, the Series B-1 Preferred Units shall be non-voting and the holders thereof shall not be entitled to notice of meeting of Members or written consents in lieu thereof.

(b) Preferred Unit Voting Rights. Each Voting Preferred Unit shall entitle the holder thereof to such number of votes per Unit, on each action with respect to which the holders of Voting Preferred Units are entitled to vote, as shall equal the number of Common Units into which such Voting Preferred Unit is convertible on the record date for determination of the Members entitled to vote. Except as provided by the Act, the holders of Voting Preferred Units shall be entitled to vote, together with holders of Common Units, with respect to any matter upon which holders of Common Units have the right to vote.

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(c) Vote of Series A Preferred Members. Notwithstanding anything to the contrary in this Agreement or the LLC Law, the Company shall not, by amendment, merger, consolidation or otherwise, take any action that alters or changes the rights, preferences or privileges of the Series A Preferred Units in a manner that is adverse to the Series A Preferred Units, unless approved by the holders of at least 65% of the then-outstanding Series A Preferred Units.

(d) Vote of Series B Preferred Members. Notwithstanding anything to the contrary in this Agreement or the LLC Law, the Company shall not, by amendment, merger, consolidation or otherwise, take any action that alters or changes the rights, preferences or privileges of the Series B Preferred Units in a manner that is adverse to the Series B Preferred Units, unless approved by the holders of at least 75% of the then-outstanding Series B Preferred Units.

(e) Protective Provisions. The Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by the LLC Law or this Agreement) the written consent or affirmative vote of the holders of at least 75% of the then outstanding Voting Preferred Units (including in such supermajority each Member or stockholder of Holdco which at the time is a Significant Securityholder), given in writing or by vote at a meeting, and any such act or transaction entered into without such consent or vote shall he null and void ab initio, and of no force or effect:

(i) amend or repeal any provision of this Agreement or other organizational documents of the Company;

(ii) authorize or issue any class or series of Equity Security having any right, preference or priority superior to or on a parity with the Series B Preferred Units;

(iii) except (A) with respect to the adjustments set forth in Section 2.1 and (B) in connection with the issuance of one Common Unit to Holdco in respect of each share of Common Stock issued by Holdco pursuant to Holdco’s 2011 Equity Incentive Plan, up to a maximum number of such Common Units equal to 2,285,317 minus the number of shares of Common Stock of Holdco outstanding as of the Effective Date (provided that (i) the foregoing maximum shall be increased to the extent that any shares of Common Stock of Holdco outstanding as of the Effective Date are repurchased by Holdco and (ii) any such Units issued in respect of shares of Common Stock repurchased by Holdco shall not be counted toward such maximum number unless and until such shares are re-granted) in accordance with the terms of the Master Rights Agreement;

(iv) redeem, retire, purchase or acquire, directly or indirectly, Units (other than with respect to the recovery of Common Units from Holdco upon (A) the repurchase or forfeiture of Common Stock issued by Holdco under the Holdco Stock Plan or (B) as contemplated by Section 9.1(1) of the Master Rights Agreement);

(v) materially change the Business;

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(vi) grant any exclusive license to any of the Company’s or any of its subsidiaries’ material intellectual property rights;

(vii) incur or guarantee, or permit its subsidiaries to incur or guarantee, any indebtedness in excess of $15,000,000;

(viii) liquidate, dissolve or wind up the Company, or cause the bankruptcy or voluntary insolvency of the Company;

(ix) hire, terminate or change the compensation of any employee of the Company or any of its subsidiaries whose annual base salary is equal to or greater than $180,000;

(x) pay or declare any Distributions or dividends (other than as provided in Sections 5.1 and 5.3);

(xi) unless approved by a majority of the Board, including in such majority at least one designee of each Significant Securityholder, approve or amend the Company’s operating plan (the “Annual Budget”) for any fiscal year (it being understood that deviations from the Annual Budget as contemplated by subclause (xii) below shall not be deemed amendments to the Annual Budget);

(xii) unless approved by a majority of the Board, including in such majority at least one designee of each Significant Securityholder, make or permit its subsidiaries to make any expenditures or commitments (A) in excess of 5% of the total operating expenses reflected in the Annual Budget, or (B) in excess of 10% of the amount reflected in any line item in the Annual Budget;

(xiii) sell assets of the Company or any of its subsidiaries in a single transaction or series of related transactions having a fair market value in excess of $15,000,000, or make or permit its subsidiaries to make investments in or acquisitions of any Person, which investment or acquisition has a fair market value in excess of $15,000,000;

(xiv) otherwise enter into or be a party to or permit any of its subsidiaries to enter into or be a party to any transaction with any affiliate, director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions with respect to which it is reasonably apparent from the face of the agreement, taking into account the entire agreement, contemplated by agreements in effect as of the Original Issue Date (and as such agreements are in effect as of the Original Issue Date), and transactions in the ordinary course of business and pursuant to reasonable requirements of the Business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board after disclosure of the affiliate relationship;

(xv) effect or make any subdivision, recapitalization or reorganization of the outstanding Units, or any split of or dividend or distribution payable in, Units (collectively, a “Recapitalization”), except for a Recapitalization of any Corresponding Units (as defined in the Master Rights Agreement) that is concurrently effected or made in an identical

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manner by Holdco with respect to its applicable outstanding Corresponding Shares (as defined in the Master Rights Agreement), in compliance with the Master Rights Agreement;

(xvi) except as otherwise provided in this Agreement, make any significant tax elections; and

(xvii) enter into any agreement or covenant that obligates the Company or any subsidiary to do any of the foregoing.

2.4 Conversion of Preferred Units; Adjustments for Diluting Issuances.

(a) Right to Convert.

(i) Each Series A Preferred Unit shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable Common Units as is determined by dividing the Original Series A Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The conversion price of Series A Preferred Units (the “Series A Conversion Price”) shall initially be $10.00 per Unit. The Series A Conversion Price, and the rate at which Series A Preferred Units may be converted into Common Units, shall be subject to adjustment as provided below.

(ii) Each Series B Preferred Unit shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable Common Units as is determined by dividing the Original Series B Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The conversion price of Series B Preferred Units (the “Series B Conversion Price” and, together with the Series A Conversion Price, the “Conversion Prices”) shall initially be $15.36 per Unit. The Series B Conversion Price, and the rate at which Series B Preferred Units may be converted into Common Units, shall be subject to adjustment as provided below.

(iii) Each Series B-1 Preferred Unit shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable Common Units as is determined by dividing the Original Series B Issue Price by the Series B Conversion Price in effect at the time of conversion. The Series B Conversion Price, and the rate at which Series B-1 Preferred Units may be converted into Common Units, shall be subject to adjustment as provided below.

(b) Automatic Conversion. Each Preferred Unit then outstanding shall automatically be converted into such number of Common Units as is determined by (i) for the Series A Preferred Units, dividing the Original Series A Issue Price by the then effective Series A Conversion Price, and (ii) for the Series B Preferred Units and Series B-1 Preferred Units, dividing the Original Series B Issue Price by the then effective Series B Conversion Price, upon (A) the agreement of the holders of at least 75% of the then outstanding Preferred Units voting together as a single class (including in such supermajority each Member or stockholder of Holdco that at the time is a Significant Securityholder) that all of the Preferred Units shall be converted into Common Units, or (B) the closing of the sale of Common Stock of Holdco (or a successor in interest to the Company) in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, in which the gross cash

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proceeds to Holdco (before deduction of underwriting discount, commissions and expenses of sale) are at least $75,000,000.00 and the price per share paid by the public for such Common Stock of Holdco is at least three times the Original Series B Issue Price (a “Qualified Public Offering”).

(c) Fractional Units. No fractional Common Units shall be issued upon conversion of Preferred Units. In lieu of any fractional shares to which a holder would otherwise be entitled, the Company shall pay cash in an amount equal to the product (calculated to the nearest cent) of such fraction and the fair market value of one Common Unit as determined in good faith by the Board. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of Preferred Units the holder is then converting into Common Units and the number of Common Units issuable upon conversion of such Preferred Units.

(d) Mechanics of Conversion.

(i) In order for a holder of Preferred Units to voluntarily convert Preferred Units into Common Units, such holder shall surrender the certificate or certificates representing such Preferred Units (if such Preferred Units are represented by a certificate or certificates), at the office of the transfer agent for the Preferred Units (or at the principal office of the Company if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or any portion of the Preferred Units represented by such certificate or certificates. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for Common Units to be issued (if such Common Units will be represented by a certificate or certificates). If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly executed by the registered holder or such holder’s attorney duly authorized in writing. The date of receipt of such certificates (if such units are represented by certificates) and notice by the transfer agent (or by the Company if the Company serves as its own transfer agent) shall be the conversion date (the “Conversion Date”). In addition, any conversion may be conditional upon the happening of a specific event, in which event the person(s) entitled to receive Common Units issuable upon such conversion of such Preferred Units shall not be deemed to have converted such Preferred Units until immediately prior to the happening of such event. The Company shall, as soon as practicable after the Conversion Date, issue and deliver to the holder of such Preferred Units, or to such holder’s nominees, a certificate or certificates representing the number of full Common Units to which such holder is entitled (unless such Common Units are uncertificated), together with cash in lieu of any fractional share.

(ii) In the event of a conversion pursuant to Section 2.4(b), the outstanding Preferred Units shall be converted automatically without any further action by the holders of such Preferred Units and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent. The Company shall not be obligated to issue certificates representing the Common Units issuable upon such automatic conversion unless and until the certificates, if any, representing such Preferred Units are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificate or certificates have been lost, stolen or destroyed and executes an agreement

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satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates, including an indemnity bond in such amount as the Company reasonably deems appropriate in its discretion. Such automatic conversion shall be deemed to have been made immediately prior to the effective date of the applicable vote or written consent or the closing of the Qualified Public Offering, as the case may be, and the person or persons entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Units on such date which date shall be the Conversion Date. Immediately upon such automatic conversion, all Preferred Units shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate, except only the right of the holders thereof, upon surrender of their certificate or certificates therefor (if such units are represented by a certificate or certificates), to receive certificates representing the number of Common Units into which such Preferred Units has been converted, including certificates therefor if the Common Units are to be represented by certificates (and cash, if any, with respect to any fractional share as provided in Section 2.4(c)). If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly executed by the registered holder or such holder’s attorney duly authorized in writing.

(e) Adjustments to Conversion Price for Diluting Issuances.

(i) Special Definitions. For purposes of this Section 2.4(e), the following definitions shall apply:

(A) “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Units or Convertible Securities.

(B) “Original Issue Date” shall mean the date on which the first Series B Preferred Unit is issued.

(C) “Convertible Securities” shall mean any evidence of indebtedness, shares or other securities directly or indirectly convertible into, or exercisable or exchangeable for, Common Units.

(D) “Additional Common Units” shall mean all Common Units issued (or, pursuant to Section 2.4(e)(iii) below, deemed to be issued) by the Company after the Original Issue Date, other than Common Units issued (or pursuant to Section 2.4(e)(iii) below, deemed to be issued) by the Company, as applicable, or issuable for or in connection with the following (collectively, the “Exempt Securities”):

(I) upon the conversion of Preferred Units or as a dividend or other distribution on Preferred Units;

(II) issuances of Common Units, pursuant to an acquisition approved by the Board, of a corporation or other business entity by merger, consolidation, purchase of substantially all of the assets or equity securities or other reorganization;

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(III) issuances of Common Units to Holdco in respect of shares of Common Stock of Holdco issued or deemed issued to directors or employees of, or consultants to, Holdco in a manner determined by the Holdco Board, including, without limitation, pursuant to any stock option or equity incentive plan of Holdco, in each case, subject to the obligations of the Master Rights Agreement;

(IV) issuances of Common Units pursuant to a Qualified Public Offering;

(V) issuances of Common Units in connection with arm’s length equipment lease financing arrangements or bank financing transactions approved by the Board provided that Additional Common Units are not the sole component of any such financing;

(VI) issuances of Common Units in connection with arm’s length transactions involving research or development funding, technology licensing or joint marketing or manufacturing arrangements approved by the Board provided that such issuance is primarily for purposes other than equity financing;

(VII) upon the conversion, exercise or exchange of Options and Convertible Securities outstanding on the Original Issue Date;

(VIII) in a transaction which results in an adjustment pursuant to Section 2.4(f) or Section 2.4(g);

(IX) upon the conversion, exercise or exchange of any securities of the Company into securities of Holdco pursuant to Section 12.3 of the Master Rights Agreement; or

(X) issuance of Common Units or Preferred Units to Holdco upon the issuance of securities of Holdco pursuant to and in compliance with Section 4.2 of the Master Rights Agreement.

(ii) No Adjustment of Conversion Price. No adjustment in the number of Common Units into which a Preferred Unit is convertible shall be made, by adjustment in the applicable Conversion Price thereof unless the consideration per share (determined pursuant to Section 2.4(e)(v) below) for an Additional Common Unit issued or deemed to be issued by the Company is less than the Conversion Price in effect on the date of, and immediately prior to, the issuance of such Additional Common Unit.

(iii) Issuance of Securities Deemed Issuance of Additional Shares of Common Equivalents. If the Company at any time, or from time to time, after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Common Units (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to automatic adjustments to such number

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pursuant to a broad-based weighted average or other similar anti-dilution provision of such Option or Convertible Security) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Common Units issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which Additional Common Units are deemed to be issued:

(A) no further adjustment in the Conversion Price shall be made upon the subsequent issuance of Convertible Securities or Common Units upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(B) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Common Units issuable upon the exercise, conversion or exchange thereof, the Conversion Price computed upon the original issuance thereof, and any subsequent adjustment based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(C) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if,

(I) in the case of Convertible Securities or Options for Common Units, the only Additional Common Units issued were the Common Units, if any, that were actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issuance of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(II) in the case of Options for Convertible Securities, only the Convertible Securities, if any, that were actually issued upon the exercise thereof were issued at the time of issuance of such Options, and the consideration received by the Company for the Additional Common Units deemed to have been then issued was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issuance of the Convertible Securities with respect to which such Options were actually exercised;

(D) no readjustment pursuant to clause (C) above shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price on the original adjustment date, or (ii) the Conversion Price that would have resulted from any issuance of Additional Common Units between the original adjustment date and such readjustment date; and

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(E) in the case of any Options which expire by their terms not more than 90 days after the date of issuance thereof or in the case of any Option or Convertible Securities with respect to which the maximum number of Common Units issuable upon exercise or conversion or exchange thereof is not determinable, any adjustment to the Conversion Price that would result under the terms of this Section 2.4(e) shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance took place at the time such calculation can first be made.

(iv) Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Equivalents. Subject to the provisions of Section 2.4(e)(ii) above, in the event the Company shall at any time after the Original Issue Date issue Additional Common Units (including Additional Common Units deemed to be issued pursuant to Section 2.4(e)(iii)), without consideration or for a consideration per share less than the Conversion Price in effect for any series of Preferred Units on the date of and immediately prior to such issuance, then and in such event such Conversion Price of the applicable series of Preferred Units shall be reduced, concurrently with such issuance to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (x) the numerator of which shall be the number of Common Units outstanding immediately prior to such issuance plus the number of Common Units which the aggregate consideration received by the Company for the total number of Additional Common Units so issued would purchase at the applicable Conversion Price, and (y) the denominator of which shall be the number of Common Units outstanding immediately prior to such issuance plus the number of such Additional Common Units so issued; provided that for the purposes of this Section 2.4(e)(iv), all Common Units (but, for the avoidance of doubt, not Common Stock of Holdco) issuable upon exercise, conversion or exchange of Options or Convertible Securities and all Common Units reserved for issuance upon issuance of shares of Common Stock of Holdco reserved for issuance but not yet issued pursuant to Holdco’s stock option plans, as the case may be, shall be deemed to be outstanding as though they were Common Units, and immediately after any Additional Common Units shall be deemed issued pursuant to Section 2.4(e)(iii) above, such Additional Common Units shall be deemed to be outstanding. Notwithstanding the foregoing, the applicable Conversion Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

(v) Determination of Consideration. For purposes of this Section 2.4(e), the consideration received by the Company for the issuance of any Additional Common Units shall be computed as follows:

(A) Cash and Property. Such consideration shall:

(I) insofar as it consists of cash, be the amount of cash received by the Company;

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(II) insofar as it consists of property other than cash, be the fair market value thereof at the time of such issuance, as determined in good faith by the Board; and

(III) in the event Additional Common Units are issued together with other shares or securities or other assets of the Company, for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board.

(B) Options and Convertible Securities. The consideration per share received by the Company for Additional Common Units deemed to have been issued pursuant to Section 2.4(e)(iii) above, relating to Options and Convertible Securities, shall be determined by dividing:

(x) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(y) the maximum number of Common Units (as set forth in the instruments relating thereto) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(f) Adjustment for Unit Splits and Combinations. If the Company shall at any time, or from time to time, after the Original Issue Date effect a subdivision of the outstanding Common Units, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time, or from time to time, after the Original Issue Date combine the outstanding Common Units, the Conversion Price then in effect immediately before the combination shall be proportionately increased unless the outstanding Preferred Units are combined in a proportionate manner (in which event no adjustment shall take place pursuant to this subparagraph (f) and the Original Issuance Price and the Conversion Price shall be adjusted proportionately). Any adjustment under this subsection shall become effective concurrently with the effectiveness of such subdivision or combination.

(g) Adjustment for Unit Dividends and Distributions. If the Company at any time, or from time to time, after the Original Issue Date shall make or issue a dividend or other Distribution payable in additional Common Units, then and in each such event the Conversion Price then in effect shall be decreased concurrently with the issuance of such dividend or Distribution, by multiplying the Conversion Price then in effect by a fraction: (x) the

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numerator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance, and (y) the denominator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance plus the number of Common Units issuable in payment of such dividend or Distribution.

(h) Adjustment for Recapitalization, Reclassification, Exchange or Substitution. If the Common Units issuable upon the conversion of Preferred Units shall be changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, exchange, substitution or other similar event (other than pursuant to subsections (f) or (g) or a Sale of the Company), each holder of Preferred Units shall thereafter receive upon conversion of such Preferred Units, in lieu of the number of Common Units which such holder would otherwise have been entitled to receive, the number of shares of such other class or classes of equity securities which a holder of the number of Common Units deliverable upon conversion of the Preferred Units held by such holder of Preferred Units would have been entitled to receive upon such recapitalization, reclassification, exchange, substitution or other similar event.

(i) Automatic Common Unit Splits and Combinations. If Holdco shall at any time, or from time to time, effect a subdivision of its outstanding Common Stock, then the Company shall effect a subdivision of its Common Units in the same proportion. If Holdco shall at any time, or from time to time, effect a combination of its outstanding Common Stock, then the Company shall effect a combination of its Common Units in the same proportion. Any subdivision or combination under this subsection shall become effective concurrently with the subdivision or combination effected by Holdco.

(j) Certificate as to Adjustments. Upon the occurrence of each adjustment of the Conversion Price pursuant to this Section 2.4, the Company at its expense shall promptly compute such adjustment in accordance with the terms hereof and furnish to each holder of Preferred Units a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. The Company shall, upon the written request at any time of any holder of Preferred Units, furnish or cause to be furnished to such holder a similar certificate setting forth (i) such adjustments, (ii) the Conversion Price then in effect, and (iii) the number of Common Units which would then be received upon the conversion of the Preferred Units.

(k) Notices. All notices hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the person to be notified; (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the holder at its address and/or facsimile number appearing on the books of the Company.

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SECTION 3

CAPITAL CONTRIBUTIONS

3.1 Capital Contributions. Each Member has made, or shall be deemed to have made, the Capital Contributions as set forth on Exhibit A to this Agreement. No Member will be required to make any Capital Contributions other than the Capital Contributions that Members are required to make pursuant to this Section 3.1. The Units of the Company held by the Members of the Company are as set forth opposite such Member’s name on Exhibit A to this Agreement.

3.2 Other Matters.

(a) Return of Capital. Except as otherwise provided in this Agreement, no Member may demand or receive a return of its Capital Contribution or withdraw from the Company. Under circumstances requiring a return of any Capital Contribution, no Member will have the right to receive property other than cash, except as may be specifically provided in this Agreement.

(b) Interest on Capital Contribution. Except as otherwise provided in this Agreement, no Member will receive any interest payment, salary or draw with respect to its Capital Contribution or Capital Account or otherwise solely in its capacity as a Member.

(c) No Personal Liability. No Member, in its capacity as a member, will be liable for the debts, liabilities, contracts or any other obligations of the Company. In addition, no Member shall be obligated to make an additional Capital Contribution to the Company, whether to restore a negative Capital Account balance or otherwise.

3.3 Member Loans. Upon the approval of the Board, any Member or Members, subject to any restrictions in this Agreement, may loan additional funds to the Company (each a “Member Loan”). Member Loans shall not be considered Capital Contributions and if any Member shall make a Member Loan, the making of such loan shall not result in any increase in the amount of the Capital Account of such Member. The amount of any Member Loan shall be a debt of the Company to the Member making such Member Loan and shall be payable or collectible in accordance with such commercially reasonable terms and conditions as agreed to by the Member making the Member Loan and the Company; provided, however, that such terms and conditions are no more favorable to such lending Member than those that would be agreed to in an orderly transaction with a willing, unaffiliated lender in an arm’s-length transaction.

3.4 Issuance of Additional Equity Securities.

(a) Subject to compliance with Section 2.3, and except as otherwise expressly provided in this Agreement, the Board shall have the right to cause the Company to issue additional Equity Securities (including creating other classes or series thereof having different rights); provided, however, that at any time following the date hereof, the Company shall not issue Equity Securities to any Person unless such Person shall have executed a counterpart to this Agreement.

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(b) Any time that Holdco issues a share of its Common Stock under its 2011 Equity Incentive Plan or any subsequent stock or equity incentive plan for employees of or consultants to the Company or Holdco (collectively, the “Holdco Stock Plan”) in compliance with the terms of the Master Rights Agreement (including Section 5.6(b) thereof), including pursuant to the exercise of an option granted in compliance with the terms of the Master Rights Agreement under the Holdco Stock Plan (or issues its Common Stock pursuant to the exercise of a warrant issued in compliance with the terms of the Master Rights Agreement), the following shall occur: (i) the holder of the option, warrant or other right shall deliver the applicable purchase price to Holdco, (ii) Holdco shall deliver the purchase price to the Company in exchange for the number of Common Units equal to the number of shares of Common Stock to be issued under the Holdco Stock Plan, and (iii) Holdco shall deliver to the holder the shares of Common Stock. To the extent the ultimate recipient under the Holdco Stock Plan forfeits shares of Common Stock under the Holdco Stock Plan, upon cancellation of such shares, the number of Common Units held by Holdco shall be reduced by an equal amount. Holdco shall make an election under Section 83(b) of the Code (an “83(b) Election”) with respect to any Common Units it is issued under clause (iv) above if an 83(b) Election was made with respect to the related shares of Common Stock.

3.5 Holdco Contributions. Holdco shall contribute to the Company any cash that it receives from the Company pursuant to Section 5.2(c) to the extent such cash is not spent by Holdco to pay the expenses described in Section 5.2(c).

SECTION 4

CAPITAL ACCOUNTS AND ALLOCATIONS

4.1 Capital Accounts. The creation and maintenance of Capital Accounts is described on Exhibit C to this Agreement. It is the intent of the Company to maintain a separate capital account (each a “Capital Account”) for each Member in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). In addition, for purposes of proper allocation of Profits and Losses pursuant to Section 4.2, Exhibit C and distributions pursuant to Section 5, it is the intent of the Company to maintain a separate capital account for each Common Member, Series A Preferred Member, Series B Preferred Member and Series B-1 Preferred Member, even if a Member is both a Common Member, a Series A Preferred Member and/or a Series B Preferred Member and/or a Series B-1 Preferred Member, as if the Member was a separate Member with respect to each class or series of Units owned by the Member. As such, this Section 4.1 and Exhibit C to this Agreement shall be interpreted and applied in a manner consistent therewith.

4.2 Allocation of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses for each year (or portion thereof for which allocations are being made) shall be allocated among the Members in a manner such that the Capital Account balance of each such Member for each class or series of Units held by the Member, immediately after making such allocation and after taking into account amounts specially allocated pursuant to this Section 4.1, is as nearly as possible (limited to the amounts of Profit and Losses available for allocation), on a proportionate basis equal to (a) the Distributions that would be made to such Member with respect to each class or series of Units held by the Member pursuant to Section 5 if

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the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 5 to the Members immediately after making such allocation, minus (b) such Member’s share of the Company’s Minimum Gain and such Member’s Member Nonrecourse Debt Minimum Gain. For the avoidance of doubt, items of income, gain, loss or deduction of the Company recognized for federal income tax purposes shall be allocated among the Members in the same manner as the Profits or Losses of which such items are components are allocated pursuant to the preceding sentence. The Members agree that any Preferred Return is intended to reflect a right to an allocable share of Profits and not an allocation of gross income or a guaranteed payment within the meaning of Section 707(a) or (c) of the Code. Notwithstanding the foregoing, following a Liquidation Event or a Sale of the Company, or any distribution of cash, securities or other assets pursuant to a Sale of the Company, the Company shall, to the extent necessary, allocate individual items of income, gain, loss or deduction of the Company among the Members such that the Capital Account balance of each Member, with respect to each class or series of Units held by such Member, is as nearly as possible, on a proportionate basis, equal to (i) the Distributions that would be made to such Member pursuant to Section 5.3 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 5.3 to the Members immediately after making such allocation, minus (ii) such Member’s share of the Company’s Minimum Gain and such Member’s Member Nonrecourse Debt Minimum Gain.

SECTION 5

DISTRIBUTIONS; TAX MATTERS

5.1 Tax Distributions. Subject to Section 5.4, within 10 days prior to the date on which the Members’ quarterly estimated tax payments are due (i.e., each April 5, June 5, September 5 and January 5), the Company shall calculate and distribute to each Member such Member’s Mandatory Tax Distribution Amount (as defined below). The “Mandatory Tax Distribution Amount” for each Member in each fiscal quarter of each fiscal year means an amount in cash equal to the excess of (a) the product of (i) the net taxable income of the Company allocated to (or reasonably estimated to be allocable to) such Member from the beginning of the fiscal year through the end of the most recent month attributable to the items allocated to such Member under Section 4.2(a) and Exhibit C of this Agreement and (ii) the maximum combined federal and state income tax rates applicable to income of an individual resident in California (taking into account the character of such income and the deductibility of state taxes for federal income tax purposes), plus the rate reflecting the net investment income tax pursuant to Section 1411 of the Code, for such fiscal year, less (b) the aggregate Mandatory Tax Distribution Amounts distributed to such Member for all prior months in such fiscal year. Solely for purposes of this Section 5.1, if a Member is allocated a net loss for federal income tax purposes under Section 4.2 and Exhibit C of this Agreement for any fiscal year or period of the Company beginning after the date of this Agreement, such net loss shall be offset against, and shall reduce the net income allocated (or reasonably estimated to be allocable) to such Member under Section 4.2 and Exhibit C of this Agreement in subsequent fiscal quarters of the Company

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(until such net loss is exhausted) for purpose of calculating the Mandatory Tax Distribution Amount for such Member for such subsequent fiscal quarters within the same calendar year If available cash, as determined by the Board, is insufficient to pay all of the Mandatory Tax Distribution Amounts due hereunder, then each Member’s share thereof shall be reduced by a pro rata amount based on the ratio of such Member’s Mandatory Tax Distribution Amount to all Members’ Mandatory Tax Distribution Amounts. All distributions to each Member of its Mandatory Tax Distribution Amount shall be treated as an advance against distributions payable under any other section of this Agreement to such Member (other than Section 5.2(c)) (each, a “Tax Distribution Advance”), and taken into account in determining the amount of such other distributions (it being understood that such adjustments are provided herein in Section 5.2(d) and the definitions herein of Adjusted Series A Liquidation Preference, Adjusted Series B Liquidation Preference and Adjusted Series B-1 Liquidation Preference). If, as a result of any tax audit or other procedure binding on the Members, there is a later change in the amount of taxable income allocated to any Member or Members for any fiscal year or other period from what was originally reported to such Member (or any Member is required to report the Preferred Return as a guaranteed payment), the Company shall thereafter make distributions to Members (which shall be treated as Mandatory Tax Distribution Amounts) to each Member in the amounts necessary, taking into account prior distributions, for each Member to receive aggregate distributions, under this Section 5.1, reflecting the Mandatory Tax Distribution Amount each such Member should receive reflecting such changes in the reporting of taxable income. Notwithstanding anything to the contrary contained in this Agreement, after taking into account distributions effected pursuant to this Section 5.1, if any, subsequent distributions with respect to each Unit pursuant to Sections 5.2, 5.3 and 9.2 shall be adjusted as necessary to ensure that, over the period of time since the date of this Agreement, the aggregate cash or other property distributed with respect to such Unit under this Agreement shall be equal to the aggregate amount which would have been distributed with respect to such Unit had there been no distributions pursuant to this Section 5.1 and had this Section 5.1 not been part of this Agreement.

5.2 Distributions.

(a) Generally. Except as provided in Sections 5.1, 5.2(c) or 5.3, the Company shall not declare or make any other Distributions unless such Distribution is declared by the Board, subject to Section 2.3(e).

(b) Distribution of Preferred Return. Except as set forth in Section 5.2(d) or in Section 5.3 hereof, the Series A Preferred Return, the Series B Preferred Return or Series B-1 Preferred Return shall be payable only when, as, and if declared by the Board, and the Company shall be under no obligation to pay such Series A Preferred Return, Series B Preferred Return or Series B-1 Preferred Return.

(c) Holdco Expense Distributions. To the extent necessary, the Company shall make special distributions to Holdco in an amount equal to accounting, legal and administrative expenses (including franchise taxes) reasonably incurred by Holdco in the consummation of the transactions contemplated by the Purchase Agreements or in the performance of Holdco’s obligations under this Agreement or the Master Rights Agreement, and in the monitoring or disposition of its investment in the Units, in each case when payments for

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such expenses are due. No such special distributions shall be treated as an advance against distributions payable under any other section of this Agreement.

(d) Other Distributions. Subject to Section 5.3, any Distribution to the Members pursuant to this Section 5.2, other than distributions made pursuant to Section 5.2(c), shall be made, after accounting for any Tax Distribution Advances, (i) first to the holders of Series B Preferred Units, until such holders have received an aggregate amount equal to the Series B Preferred Return, then (ii) to the holders of Series A Preferred Units, until such holders have received an aggregate amount equal to the Series A Preferred Return, then (iii) to the holders of Series B Preferred Units, until such holders have received an aggregate amount equal to the Series B Liquidation Preference Amount, then (iv) to the holders of Series A Preferred Units, until such holders have received an aggregate amount equal to the Series A Liquidation Preference Amount, then (v) to the holders of Series B-1 Preferred Units until such holders have received and aggregate amount equal to the Series B-1 Preferred Return, then (vi) to the holders of Series B-1 Preferred Units, until such holders have received an aggregate amount equal to the Series B-1 Liquidation Preference Amount, then (vii) to the holders of Common Units, until such holders have received an aggregate amount equal to the Series A Liquidation Preference Amount, then (viii) to the holders of Series A Preferred Units and Common Units, pro rata based upon the number of Units held thereby (with respect to the Series A Preferred Units, on an as-converted to Common Units basis), until such holders have received, with respect to each such unit, an aggregate amount under this clause (viii) together with all amounts distributed under the preceding clauses (i) through (vii) equal to the Series B Liquidation Preference Amount, and then (ix) to the holders of Preferred Units and Common Units pro rata based upon the number of Units held thereby (with respect to the Preferred Units, on an as-converted to Common Units basis).

5.3 Liquidation or Sale of the Company Distributions. Notwithstanding the provisions of Sections 5.1 and 5.2, with respect to any Distribution following a Liquidation Event or a Sale of the Company, or any distribution of cash, securities or other assets pursuant to a Sale of the Company such Distribution or distribution shall be made as follows:

(a) First, to the holders of Series B Preferred Units, pro rata in proportion to the number of Series B Preferred Units held by such holders, until the holders of such Series B Preferred Units receive in respect of each Series B Preferred Unit held by them, the Adjusted Series B Liquidation Preference Amount; provided, however, that if the amount distributable pursuant to Section 5.3(d) with respect to such Series B Preferred Units upon conversion into Common Units as a whole would be greater than the amount distributable pursuant to this Section 5.3(a), then such Series B Preferred Units shall be treated for purposes of this Section 5.3 with respect to the applicable Distribution to have been converted into Common Units and the holders thereof shall be entitled to receive the amount distributable pursuant to Section 5.3(d) in lieu of any amounts distributable pursuant to this Section 5.3(a) with respect to the Series B Preferred Units;

(b) Second, to the holders of Series A Preferred Units, pro rata in proportion to the number of Series A Preferred Units held by such holders, until the holders of such Series A Preferred Units receive in respect of each Series A Preferred Unit held by them, the Adjusted Series A Liquidation Preference Amount; provided, however, that if the amount distributable

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pursuant to Section 5.3(d) with respect to such Series A Preferred Units upon conversion into Common Units as a whole would be greater than the amount distributable pursuant to this Section 5.3(b), then such Series A Preferred Units shall be treated for purposes of this Section 5.3 with respect to the applicable Distribution to have been converted into Common Units and the holders thereof shall be entitled to receive the amount distributable pursuant to Section 5.3(d) in lieu of any amounts distributable pursuant to this Section 5.3(b) with respect to the Series A Preferred Units; and

(c) Third, to the holders of Series B-1 Preferred Units, pro rata in proportion to the number of Series B-1 Preferred Units held by such holders, until the holders of such Series B-1 Preferred Units receive in respect of each Series B-1 Preferred Unit held by them, the Adjusted Series B-1 Liquidation Preference Amount; provided, however, that if the amount distributable pursuant to Section 5.3(d) with respect to such Series B-1 Preferred Units upon conversion into Common Units as a whole would be greater than the amount distributable pursuant to this Section 5.3(c), then such Series B-1 Preferred Units shall be treated for purposes of this Section 5.3 with respect to the applicable Distribution to have been converted into Common Units and the holders thereof shall be entitled to receive the amount distributable pursuant to Section 5.3(d) in lieu of any amounts distributable pursuant to this Section 5.3(c) with respect to the Series B-1 Preferred Units; and

(d) Fourth, to the holders of Common Units, pro rata in proportion to the number of Common Units held by such holders, the Surplus Amount.

If any of the assets of this Company are to be distributed under this Section 5.3 in a foam other than cash, then the fair market value of the assets to be distributed to the Members shall be determined by an independent appraisal, performed by an independent third party appraiser mutually agreeable to the holders of at least 75% of the outstanding Voting Preferred Units and the Board.

(e) In the event of a Sale of the Company, if any portion of the consideration payable to the Company or to the Members of the Company is placed into escrow and/or is payable to the Company or the Members of the Company subject to contingencies (“Contingent Consideration”), then (i) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the Unitholders in accordance with Sections 5.3(a), (b), (c) and (d) as if the Initial Consideration were the only consideration payable in connection with such Sale of the Company, and (ii) any Contingent Consideration which becomes payable to the Members of the Company upon release from escrow or satisfaction of contingencies shall be allocated among the Unitholders in accordance with Sections 5.3(a), (b), (c) and (d) after taking into account payment of the Initial Consideration as part of the same transaction, and recalculating whether any conversion of any series of Preferred Units to Common Units, as provided in Section 2.4 would have been economically rational based upon the aggregate amount of the Initial Consideration plus all Contingent Consideration which becomes payable to the Unitholders upon release from escrow or satisfaction of contingencies; provided, however, in no event shall any recalculation be effected with^- respect to any units of Preferred Units which have been converted into Common Units (or received consideration in the Sale of the Company on an as-converted basis).

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5.4 Preparation of Tax Returns; Tax Information.

(a) Schedule K-1s. The Company shall arrange for the preparation and timely filing of all returns required to be filed by the Company and shall provide Schedule K-1s (and any state or local equivalents) for each year to each Member by February 15th of the following year, unless otherwise extended by the Board. In the event of such extension, the Company shall use reasonable best efforts to provide each Member with an estimate of the net taxable income of the Company allocated to (or reasonably estimated to be allocated to) such Member under Section 4 for a fiscal year, together with an estimate of the state apportionment of such income, by February 15th of the following year. In addition, the Company shall provide a Member with such other tax information as the Member may reasonably request from time to time as it relates to the Member’s interest in the Company.

(b) Estimated Payments. At least two weeks prior to the date in which each Member’s quarterly estimated tax payments are due, the Company shall use reasonable best efforts to provide each Member with an estimate of the net taxable income of the Company reasonably estimated to be allocated to such Member from the beginning of the fiscal year through the end of the most recent month attributable to the items allocated to such Member under Section 4.

5.5 Tax Matters Member; Tax Elections.

(a) Identity. Holdco is hereby designated the Tax Matters Member.

(b) Authority. The Tax Matters Member is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services reasonably incurred in connection therewith. Each Member agrees to cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. The Tax Matters Member shall keep all Members reasonably informed of the progress of any examinations, audits or other proceedings, and all Members shall have the right to participate in any such examinations, audits or other proceedings.

(c) Elections. Notwithstanding anything to the contrary in this Agreement:

(i) The taxable year shall be as set forth in Section 7.2, unless the Board shall determine otherwise in compliance with this Agreement and applicable laws.

(ii) At the request of any Member which is a Significant Securityholder, the Company shall make an election under Section 754 of the Code effective for the tax year requested by such Member.

(iii) Section C1(d) of Exhibit C shall govern the election of the method to make allocations related to any property to which Section 704(c) of the Code applies.

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(iv) The Tax Matters Member shall not, unless consented to by the Board, grant any extension to or waive any statute of limitations period or otherwise extend the period for which any tax may be assessed or collected.

SECTION 6

MANAGEMENT AND CONTROL

6.1 Management by the Board. Except for situations in which the approval of the Members, or any portion thereof, is required by this Agreement or by provisions of applicable LLC Law, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Board. Unless otherwise provided for in this Agreement, the Board may, by the affirmative vote of a majority of the Board, make all decisions and authorize any and all actions for or on behalf of the Company not otherwise reserved to all or any portion of the Members. Each Director shall be entitled to have one vote on any matter presented to the Board. No Director or Member acting in his or her individual capacity shall have the right, power or authority to act on behalf of or bind the Company, except (i) that a Director or Member who is also an Officer of the Company may act on behalf of or bind the Company in his or her capacity as an Officer of the Company to the extent that he or she is authorized to do so or (ii) to the extent a Director is so authorized by the Board.

6.2 Board Composition and Administration.

(a) Composition. The size and composition of the Board shall be as set forth in Section 6 of the Master Rights Agreement, as the same may be amended from time to time.

(b) Administration. Each Director shall be subject to removal and replacement as set forth in Section 6 of the Master Rights Agreement, as the same may be amended from time to time, and such section shall also govern the power to appoint a Director to fill any vacancy created by the death, resignation or removal of any Director. A Director need not be a resident of the State of Delaware.

6.3 Meetings of the Board. Meetings of the Board shall be held on a date and at such time as the Board may determine for the purposes of transacting such business as may come before the meeting. Unless otherwise determined by the vote of a majority of the Directors then in office, the Board shall meet at least four (4) times per year in accordance with an agreed-upon schedule. Additional meetings of the Board may be called by or at the request of any Director. The person or persons calling the meeting may fix any place, either within or without the State of Delaware, as the place for holding any meeting of the Board called by them. Unless otherwise restricted by the Certificate or the LLC Law, as either may be amended from time to time, Board members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Subject to any other restrictions contained in this Agreement, no action shall be taken at any meeting of the Board unless the Directors representing a majority of the votes entitled to be cast by all members of the Board are present. Except as otherwise required by the LLC Law or as otherwise provided

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in this Agreement, at any meeting of the Board at which a majority of the votes entitled to be cast by all members of the Board are present, Directors possessing a majority of the votes entitled to be cast by all members of the Board may take action on behalf of the Board. A Director shall not be represented in proxy at any meeting of the Board or with respect to any matter requiring the vote of the Board.

6.4 Notice of Board Meetings. Unless otherwise restricted by the Certificate or the LLC Law, written notice of any meeting of the Board stating the place, date and time of the meeting and, in the case of a special meeting, the purpose thereof shall be given to each Board member not less than forty-eight (48) hours nor more than sixty (60) days before the meeting date. Notice of any meeting of the Board may be given in person or by telephone, or sent by overnight courier, electronic transmission, facsimile or telegram to each Board member’s primary business or home and shall be deemed effectively given (a) when sent if sent by electronic transmission, facsimile or telegram during normal business hours of the recipient and (b) the next Business Day if sent by overnight courier or if sent by electronic transmission, facsimile or telegram after normal business hours of the recipient.

6.5 Waiver of Notice. Notice of any meeting of the Board may be waived by a member of the Board by a waiver of the notice in writing signed by the Board member entitled to the notice, whether before, at or after the time stated for the meeting. Attendance of a Board member at any meeting, whether in person or by telephone, as provided above, shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.6 Action Without Formal Meeting. Any action required to be taken at a meeting of the Board, or any other action that may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

6.7 Agents. The Board may engage on behalf of, and at the expense of, the Company, such persons, firms or corporations as the Board in its reasonable judgment shall deem advisable for the conduct and operation of the business and affairs of the Company, including, without limitation, managers, leasing, rental and sales agents and brokers, mortgage bankers, securities brokers and dealers, credit enhancers, lawyers, accountants, architects, engineers, consultants, contractors and purveyors of other services or materials for the Company on such terms and for such compensation or costs as the Board, in its reasonable judgment, shall determine.

6.8 Officers and Employees.

(a) Authority. The day-to-day operations of the Company shall be managed by the Officers in accordance with the Annual Budget, reporting to and being subject to the supervision of the Board. The overall management and strategic vision for business and affairs of the Company shall be managed by or under the direction of the Board.

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(b) Officers. The Company may employ such employees as the Officers of the Company deem reasonably necessary to effectuate the purposes of the Company as set forth in Section 1.3 of this Agreement. Each Officer of the Company shall have such authority and perform such duties in the management of the Company as an officer of a Delaware corporation with the same or equivalent title would have. Except as otherwise set forth in this Agreement, Officers may be appointed or removed by a majority of the Board.

6.9 Fiduciary Duties. Subject to Section 6.10, the Directors and Officers shall have the same fiduciary duties and obligations to the Company and the Members as a director or officer, as applicable, of a Delaware corporation owes to the corporation and its stockholders. Each Director and Officer shall enjoy each and every protection afforded to the directors and officers of a Delaware corporation under applicable Delaware law, including, without limitation, those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by the Delaware General Corporation Law as if the provisions thereof were set forth in this Agreement. To the fullest extent permitted by applicable Delaware law, the Company is authorized to provide indemnification of (and advancement of expenses to) Directors, Officers and agents of the Company (and any other persons to which applicable Delaware law permits the Company to provide indemnification) through agreements with such agents or other persons, vote of Members or disinterested Directors or otherwise, in excess of the indemnification and advancement otherwise permitted by applicable Delaware law. Any repeal or modification of the foregoing provisions of this Section 6.9 by the Members shall not adversely affect any right or protection of a Director or Officer of the Company existing at the time of, or increase the liability of any Director or Officer with respect to any acts or omissions of such Director or Officer occurring prior to, such repeal or modification.

6.10 Disclaimer of Certain Duties.

(a) Certain Relationships. Because each of the Significant Securityholders, is currently (or may become) a Member of the Company with the right, and/or is entitled pursuant to the Master Rights Agreement, to designate members of the Board, and in anticipation that the Company and the Significant Securityholders and their respective affiliates may engage in similar activities or lines of business and/or have an interest in the same areas of opportunities, and in recognition of (i) the benefits to be derived by the Company through its continued contractual and business relations with the Significant Securityholders and their respective affiliates (including the service of employees, officers or directors of the Significant Securityholders or their respective affiliates as Directors) and (ii) the potential difficulties attendant to any Director fulfilling the full scope of such Director’s fiduciary duties in any particular situation, the provisions of this Section 6.10 are set forth to regulate, define and guide (A) the conduct of certain activities of the Company as such activities may involve the Significant Securityholders, their respective affiliates and their respective officers and directors, and (b) the powers, rights, duties and liabilities of the Company and its Officers, Directors and Members in connection therewith.

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(b) Certain Business Activities.

(i) Subject to Section 6.10(c) and any contractual obligations by which any or all of the Significant Securityholders may be bound from time to time, none of the Significant Securityholders nor any of their affiliates shall have a duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s affiliates. To the fullest extent permitted by law none of the Significant Securityholders nor any of their affiliates, nor any of their respective officers or directors, shall be liable to the Company or its Members, or to any affiliate of the Company or such affiliate’s stockholders or members, for breach of any fiduciary duty, solely by reason of any such activities of any Significant Securityholder or its affiliates, or of the participation therein by any officer or director of any Significant Securityholder or its affiliates.

(ii) To the fullest extent permitted by law, but subject to any contractual obligations by which any or all of the Significant Securityholders may be bound from time to time, none of the Significant Securityholders nor any of its affiliates shall have a duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s affiliates, and without limiting Section 6.10(c), none of the Significant Securityholders nor any of their affiliates nor any of their respective officers, directors or employees shall be deemed to have breached his, her or its fiduciary duties, if any, to the Company or its Members or to any affiliate of the Company or such affiliate’s stockholders or members solely by reason of engaging in any such activity.

(c) Corporate Opportunities.

(i) Subject to any contractual provisions by which the Company or any or all of the Significant Securityholders or their respective affiliates may be bound from time to time, unless a potential transaction or other matter was expressly offered to a representative of any Significant Securityholder in his or her capacity as a Director or Officer, in the event that any Significant Securityholder or any of their affiliates or any of their respective officers, directors or employees, acquires knowledge of a potential transaction or other matter which may be an opportunity for any Significant Securityholder (or any of its respective affiliates), on the one hand, and the Company (or any of its affiliates), on the other hand, none of the Significant Securityholders nor any of their affiliates, officers, directors or employees shall have any duty to communicate or offer such opportunity to the Company or any of its affiliates, and to the fullest extent permitted by law, none of the Significant Securityholders nor any of their affiliates, officers, directors or employees shall be liable to the Company or its Members, or any affiliate of the Company or such affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise, solely by reason of the fact that such Significant Securityholder or any of its affiliates, officers, directors or employees acquires, pursues or obtains such corporate opportunity for itself, directs such opportunity to another person, or otherwise does not communicate information regarding such opportunity to the Company or any of its affiliates, and the Company (on behalf of itself and its affiliates and their respective stockholders and affiliates) to the fullest extent permitted by law hereby waives and renounces any claim that such business opportunity

25

constituted an opportunity that should have been presented to the Company or any of its affiliates.

(ii) Subject to any contractual provisions by which the Company or any or all of the Significant Securityholders or their respective affiliates may be bound from time to time, in the event that an individual who is a Director or Officer and who is also a director, officer or employee of any Significant Securityholder (or any of its respective affiliates) is offered or acquires knowledge of a potential transaction or matter which may be an opportunity for both the Company and such Significant Securityholder (or any of their affiliates (a “Mutual Corporate Opportunity”), such individual shall, to the fullest extent permitted by law, be deemed to have fully satisfied and fulfilled his or her fiduciary duty with respect to the Mutual Corporate Opportunity, and the Company (on behalf of itself and its Members and its affiliates and their respective stockholders or members), to the fullest extent permitted by law, hereby waives and renounces any claim that such Mutual Corporate Opportunity constitutes a corporate opportunity that should be presented to the Company (or any of its affiliates) and agrees that such Mutual Corporate Opportunity may be pursued and taken advantage of by such Significant Securityholder (or any of its affiliates), as applicable, if such Significant Securityholder (or any of its affiliates) acts in a manner consistent with the following policy: a Mutual Corporate Opportunity offered to any individual who is a Director or Officer and who is also a director, officer or employee of any Significant Securityholder (or any of their respective affiliates) shall belong to such Significant Securityholder or its affiliate, as the case may be, unless such Mutual Corporate Opportunity was expressly offered to such individual, or such individual acquired such knowledge, in his or her capacity as a Director or Officer or any of its affiliates, in which case such opportunity shall not be pursued by such Significant Securityholder or its affiliate, unless either (A) such Mutual Corporate Opportunity is presented to the Board, and the Company or such affiliate declines to pursue such Mutual Corporate Opportunity, or (B) such Significant Securityholder or its affiliate pursues such Mutual Corporate Opportunity solely as a result of information independently obtained without any disclosure by such individual who is a Director or Officer. For purposes of this Section 6.10, the term “opportunity” shall include, but not be limited to, investment or business opportunities or activities, potential transactions or matters which the Company is financially able to undertake, which are, from their nature, in the line of the Company’s business, are of practical advantage to it and are opportunities in which the Company has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Significant Securityholder or affiliate of such Significant Securityholder will be brought into conflict with that of the Company.

SECTION 7

BOOKS AND RECORDS

7.1 Books and Records. The Company will keep adequate books and records at its principal place of business, setting forth a true and accurate account of all transactions and other matters arising out of and in connection with the conduct of the Company’s business, which books and records will be otherwise kept in accordance with the provisions of the LLC Law. Any Member or its designated representative will have the right, to the extent provided by the LLC Law and at any reasonable time and upon reasonable notice, to have access to and to inspect and copy the contents of such books or records.

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7.2 Taxable Year. The accounting period and taxable year of the Company will end on December 31 of each year.

SECTION 8

ADMISSION OF MEMBERS

8.1 Prohibited Transfers.

(a) Contravention of Agreement. Any purported Transfer of a Unit that is in contravention of this Agreement, the Master Rights Agreement, or to the extent applicable, any other agreement entered into by the Company with the transferor, or that would cause the Company to not be treated as a partnership for U.S. federal income tax purposes will be null and void and of no effect whatsoever; provided, however, that, if the Company is required to recognize a Transfer that is in contravention of this Agreement, or to the extent applicable, any other agreement entered into by the Company with the transferor, or that would cause the Company to not be treated as a partnership for U.S. federal income tax purposes, (i) the Units so Transferred will be strictly limited to the transferor’s rights to allocations and Distributions as provided by this Agreement with respect to the Transferred Units, which allocations and Distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Company and (ii) the purported transferee and transferor will become an Assignee with respect to such Units purportedly Transferred in contravention of this Agreement.

(b) Indemnification Obligations of Transferor. In the case of a Transfer or attempted Transfer of a Unit that is in contravention of this Agreement, the Master Rights Agreement, or to the extent applicable, any other agreement entered into by the Company with the transferor, or that would cause the Company to not be treated as a partnership for U.S. federal income tax purposes, the parties engaging or attempting to engage in such Transfer will be liable to indemnify and hold harmless the Company and the other Members from all costs, liability and damage that may incur (including, without limitation, incremental tax liability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

8.2 Conditions to Transfers. A Transfer of a Unit that otherwise qualifies under this Agreement, and to the extent applicable, any other agreement entered into by the Company with the transferor, will not be given effect by the Company unless and until the following conditions are satisfied.

(a) Documentation. The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may, in the reasonable opinion of counsel to the Company be necessary to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement, including, without limitation, a counterpart signature page to this Agreement.

27

(b) Required Information. The transferor and transferee will furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company will not be required to make any Distribution otherwise provided for in this Agreement with respect to any Transferred Units until it has received such information.

(c) Compliance with Securities’ Laws. Either (i) such Units will be registered under the Securities Act and any applicable state securities laws, or (ii) the transferor will provide, upon the Company’s reasonable request, an opinion of counsel, which opinion and counsel will be reasonably satisfactory to the Company, to the effect that such Transfer will be exempt from all applicable registration requirements and that such Transfer will not violate any applicable laws regulating the transfer of securities.

(d) Substitute Member. The transferor may grant to any transferee of Units permitted hereunder and otherwise in compliance with the terms of any agreement entered into by the Company with the transferor, the right to become a Substitute Member, with respect to the Units transferred; provided, however, that such transferee shall not become a Substitute Member unless and until the admission of such transferee is consented to in writing by the Board (excluding the vote of any Director, or affiliate of a Director, that is the transferor), which consent shall not be unreasonably withheld; provided, further, no Board consent shall be required for any transfer effected in compliance with Section 9 of the Master Rights Agreement. Any transferee of a Unit or Units shall become an Assignee with respect to such Unit or Units unless and until such transferee is admitted as a Substitute Member pursuant to the prior sentence of this Section 8.2(d).

(e) Expenses. Each Member Transferring Units pursuant to this Section 8.2 shall pay the expenses incurred by the Company in connection with such Transfer, including costs and reasonable attorney fees.

8.3 Effect of Transfers.

(a) Allocation of Profits and Losses. If any Unit is Transferred during any accounting period in compliance with the provisions of this Section 8, Profits, Losses, each item thereof; and all other items attributable to the transferred Unit for such period will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Section 706(d) of the Code and the Treasury Regulations thereunder, the Board may, at its option, close the Company books (as though the Company’s taxable year had ended) or make pro rata allocations of loss, income, and expense deductions to a new Member for that portion of the Company’s taxable year in which a Person became an Member. All Distributions on or before the date of such Transfer will be made to the transferor, and all Distributions thereafter will be made to the transferee. Solely for purposes of making such allocations and Distributions, the Company will, if otherwise in compliance with this Agreement, recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that if the Company does not receive a notice stating the date such Unit was Transferred and such other information as the Company may reasonably

28

require within 30 days after the end of the accounting period during which the Transfer occurs, then all of such items will be allocated, and all Distributions will be made, to the Member who, according to the books and records of the Company, on the last day of the accounting period during which the Transfer occurs, was the owner of the Unit. Neither the Company nor any Member will incur any liability for making allocations and Distributions in accordance with the provisions of this Section 8.3(a), whether or not the Company has knowledge of any Transfer of ownership of any Unit.

(b) Existing Terms and Conditions. Any Person who acquires in any manner whatsoever any Units or other interest in the Company shall be an Assignee until such Person has accepted and adopted in writing the terms and provisions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.

(c) Termination of Member Status. Any Member who shall Transfer any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.

8.4 Admission of Members.

(a) Substitute Members. In connection with the Transfer of Units permitted under the terms of this Agreement, the transferee of such Units shall become a Substitute Member on the later of (i) the effective date of such Transfer and (ii) the date on which such transferee is approved as a Substitute Member pursuant to Section 8.2(d) of this Agreement, and such admission shall be shown on the books and records of the Company.

(b) Additional Members. A Person may be admitted to the Company as an Additional Member only (i) as contemplated under Section 3.4 or (ii) as otherwise permitted under this Article 8 and then only upon furnishing to the Company (i) a letter of acceptance, in form satisfactory to the Company, of all the terms and conditions of this Agreement and (ii) such other documents or instruments as may be necessary or appropriate to effect such Person’s admission as a Member. Such admission shall become effective on the date on which the Board determines, in its sole discretion, that such conditions have been satisfied and when any such admission is shown on the books and records of the Company.

8.5 Representations; Legend. Each Member hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any other document or instrument evidencing ownership of a Unit:

THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S AMENDED AND RESTATED OPERATING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME. A UNIT MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR

29

ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNIT BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH UNIT WILL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED TO THE EXTENT REQUIRED UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION WILL BE AVAILABLE.

THE UNITS REPRESENTED BY THIS DOCUMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A MASTER INVESTORS’ RIGHTS AGREEMENT DATED AS OF SEPTEMBER 23, 2013, AMENDED FROM TIME TO TIME A COPY OF WHICH WILL BE FURNISHED BY EVOLENT HEALTH LLC UPON REQUEST.

SECTION 9

LIQUIDATION OF THE COMPANY

9.1 Liquidation Events. Subject to Section 2.3 (including Section 2.3(e)(viii)), the Company will dissolve, terminate and commence winding up and liquidation upon the first to occur of any of the following (each, a “Liquidation Event”):

(a) approval by (i) the Board and (ii) the Members as set forth in Section 2.3(a) to dissolve, wind up, and liquidate the Company; or

(b) the happening of any other event that makes it unlawful or impossible to carry on the Business.

The Members hereby agree that, notwithstanding any provision of the LLC Law, the Company will not dissolve prior to the occurrence of a Liquidation Event.

9.2 Winding Up. Upon the occurrence of a Liquidation Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. No Member will take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Company’s assets will be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent legally available and sufficient therefor, will be applied and Distributed in the following order and priority:

(a) Company Creditors. First, to the payment and discharge of all of the Company’s debts and liabilities to creditors, including Members that are creditors;

(b) Member Distribution. Second, the remaining amount, if any, shall be distributed to the Members in accordance with Section 5.3.

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Any distribution to a Member pursuant to Sections 9.2(a) and 9.2(b) above will be net of any amounts owed to the Company by such Member. No Member will receive any additional compensation for any services performed pursuant to this Section 9.

9.3 Deficit Capital Accounts. if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member will have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit will not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

9.4 Reserves. In the discretion of the Board, a pro rata portion of the Distributions that would otherwise be made to the Members pursuant to this Section 9.2 may be withheld to provide a reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as reasonably practicable.

9.5 Rights of Members. Except as otherwise provided in this Agreement, each Member will look solely to the assets of the Company for the return of its Capital Contribution and will have no right or power to demand or receive property other than cash from the Company.

9.6 Prohibition on Withdrawal. No Member is entitled to withdraw from the Company prior to the Company’s dissolution pursuant to this Section 9. Under no circumstances, other than pursuant to the express terms of this Agreement, will the Company be required to make any Distribution prior to the Company’s dissolution pursuant to this Section 9.

SECTION 10

AMENDMENTS

10.1 Authority to Amend. Subject to the provisions of Section 2.3:

(a) Substitute Members. This Agreement may be amended by the Board if such amendment is solely for the purpose of admitting Substitute Members or Additional Members in accordance with the terms of this Agreement.

(b) Required by Code. This Agreement may be amended by the Board if such amendment is, in the reasonable opinion of counsel for the Company, necessary or appropriate to satisfy requirements of the Code. Any amendment made pursuant to this Section 10.1(b) may be made effective as of the date of this Agreement to the extent necessary to satisfy such requirements.

(c) Other. Any other amendment to this Agreement or any decision to convert the Company into a corporation shall require approval by (i) the Board and (ii) the Members as set forth in Section 2.3(a).

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10.2 Notice of Amendments. The Members shall be notified as to the substance of any amendment pursuant to Section 10.1, and upon request shall be furnished a copy thereof.

SECTION 11

MISCELLANEOUS

11.1 Notices. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (a) when personally delivered (and if delivered after normal business hours, on the next Business Day), (b) two Business Days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, (c) one Business Day after having been dispatched by a nationally recognized overnight courier service, addressed to the parties or their permitted assigns with an acknowledgment of receipt requested at the following addresses, or (d) upon receipt of confirmation of a facsimile transmission (and if transmitted after normal business hours, on the next Business Day):

(a) Company. If to the Company, to the Company at the address set forth in Section 1.4 hereof,

(b) Member. If to a Member, to the address set forth on Exhibit A to this Agreement. Any Person may from time to time specify a different address by written notice to the Company.

11.2 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement will be binding upon and inure to the benefit of the Members and their respective legal representatives, successors, transferees and permitted assigns.

11.3 Construction. Every covenant, term and provision of this Agreement will be construed simply according to its fair meaning and not strictly for or against any Member.

11.4 Significant Securityholders. Whenever any provision hereof calls for a vote of one or more of the Significant Securityholders, the voting by Holdco of Common Units, Series A Preferred Units or Series B Preferred Units at the direction of a Significant Securityholder entitled to direct the voting of such units pursuant to Section 5.8 of the Master Rights Agreement shall constitute a vote of such Significant Securityholder.

11.5 Entire Agreement. This Agreement, together with the Certificate, as each of the foregoing may be amended in writing from time to time, and to the extent referenced herein, the Master Rights Agreement and the Purchase Agreements, contain the entire understanding among the parties hereto and supersede any prior understandings and agreements among them respecting the subject matter of this Agreement.

11.6 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or extent of this Agreement or any provision hereof.

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11.7 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is invalid for any reason whatsoever, such illegality or invalidity will not affect the validity or legality of the remainder of this Agreement.

11.8 Incorporation by Reference. Every appendix, exhibit, schedule, and other document attached to this Agreement and referred to herein is hereby incorporated into this Agreement by reference.

11.9 Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

11.10 Variation of Pronouns. All pronouns and any variations will be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

11.11 Governing Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware.

11.12 Specific Performance. The parties hereto acknowledge that it is impossible to measure, in money, the damages that shall accrue to a party or to the personal representative of a decedent from a failure of a party to perform any of the obligations under this Agreement. Therefore, if any party hereto or the personal representative or executor of any party hereto enters into any action or proceeding to enforce the provisions of this Agreement, any Person (including the Company) against whom the action or proceeding is brought waives the claim or defense that the moving party or representative has or shall have an adequate remedy at law, and the Person shall not urge in the action or proceeding the claim or defense that an adequate remedy at law exists.

11.13 Tax Classification. It is the intent of the Members that, prior to any conversion of the Company to a corporate legal entity in compliance with the provisions of this Agreement and the Management Rights Agreement, the Company shall always be operated in a manner consistent with its treatment as a “partnership” for U.S. federal, state and local income and franchise tax purposes at all times that it has two (2) or more Members. In accordance therewith, (a) no Member shall file any election with any taxing authority to have the Company treated otherwise, and (b) each Member hereby represents, covenants, and warrants that it shall not maintain a position inconsistent with such treatment. The Members agree that at all times that it has two (2) or more Members, except as otherwise required by applicable law, they (i) will not cause or permit the Company to elect (A) to be excluded from the provisions of Subchapter K of the Code, or (B) to be treated as a corporation or an association taxable as a corporation for any tax purposes; (ii) will cause the Company to make any election reasonably determined by the Tax Matters Member to be necessary or appropriate in order to ensure the treatment of the Company as a partnership for all tax purposes; (iii) will cause the Company to file any required tax returns in a manner consistent with its treatment as a partnership for tax purposes; and (iv) have not taken, and will not take, any action that would be inconsistent with the treatment of the

33

Company as a partnership for such purposes. Each Member will be treated as a partner for U.S. federal and state income tax purposes with respect to such Member’s Units.

11.14 Counterpart Execution. This Agreement may be executed in any number of counterparts (including by means of facsimile signature pages) with the same effect as if all of the Members had signed the same document. All counterparts will be construed together and will constitute one agreement.

11.15 Venue and Attorney’s Fees. The parties irrevocably submit to the exclusive jurisdiction and venue of the courts located in the State of Delaware. The parties further agree that in any litigation to enforce the terms of this Agreement, the prevailing party, as determined by the trier of fact, shall have their costs and reasonable attorneys’ fees paid by the non-prevailing party.

11.16 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

*  *   *  *  *  *  *

34

IN WITNESS WHEREOF, the Parties have entered into this Operating Agreement of Evolent Health LLC as of the date first above written.

MEMBERS:

35

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Second Amended and Restated Operating Agreement as of the date first set forth above.

EVOLENT HEALTH HOLDINGS, INC.
By:	/s/ Seth Blackley
	Name:  Seth Blackley
	Title:    President

TPG EAGLE HOLDINGS, LP By: TPG Growth II Advisors, Inc., its general partner
By:
	Name:
	Title:

THE ADVISORY BOARD COMPANY
By:
	Name:
	Title:

[Signature Page to Second Amended and Restated Operating Agreement Evolent Health LLC]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Second Amended and Restated Operating Agreement as of the date first set forth above.

EVOLENT HEALTH HOLDINGS, INC.
By:
	Name:  Seth Blackley
	Title:    President

TPG EAGLE HOLDINGS, LP By: TPG Growth II Advisors, Inc., its general partner
By:	/s/ Ronald Cami
	Name:  Ronald Cami
	Title:    Vice President

THE ADVISORY BOARD COMPANY
By:
	Name:
	Title:

[Signature Page to Second Amended and Restated Operating Agreement Evolent Health LLC]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Second Amended and Restated Operating Agreement as of the date first set forth above.

EVOLENT HEALTH HOLDINGS, INC.
By:
	Name:  Seth Blackley
	Title:    President

TPG EAGLE HOLDINGS, LP By: TPG Growth II Advisors, Inc., its general partner
By:
	Name:
	Title:

THE ADVISORY BOARD COMPANY
By:	/s/ Evan Farber
	Name:  Evan Farber
	Title:    General Counsel

[Signature Page to Second Amended and Restated Operating Agreement Evolent Health LLC]

EXHIBIT A

LIST OF MEMBERS AND CAPITAL CONTRIBUTIONS

MEMBER	INITIAL CAPITAL CONTRIBUTION		UNITS ISSUED								Fully Diluted Units		Fully Diluted %
			Series A Preferred Members (Units Held)		Series B Preferred Members (Units Held)		Series B-1 Preferred Members (Units Held)		Common Members (Units Held)
Evolent Health Holdings, Inc. (“EHH”)	$	120,833,045.61		3,900,000		1,616,844		65,105		1,023,423		6,605,372
TPG Eagle Holdings, L.P. (“TPG”)	$	55,166,967		0		3,591,844		0		0		3,591,844
The Advisory Board Company (“ABCO”)	$	20,000,000		0		1,302,172		0		0		1,302,172
Total				3,900,000		6,510,860		65,105		1,023,423		11,499,388

NOTE: For EHH, this Exhibit A reflects the pre-money valuation of the Predecessor Evolent plus cash actually contributed by Holdco to the Company; for TPG, this Exhibit A reflects cash contributed; and for ABCO, this Exhibit A reflects the face amount of its notes plus accrued but unpaid interest.

A-1

NOTICE ADDRESSES OF MEMBERS

ABCO:

The Advisory Board Company

2445 M St., NW

Washington, D.C. 20037

Attn: Evan R. Farber, General Counsel

Fax: (202) 266-6633

With a copy to:

Morrison & Foerster LLP

1650 Tysons Boulevard, Suite 400

McLean, VA 22102

Attn: Gregory M. Giammittorio, Esq.

Fax: (703) 760-7777

TPG:

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Attention: General Counsel

Fax: (817) 871-4088

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105

Attn: Todd Cleary

EHH:

Evolent Health LLC

800 N. Glebe Road, Suite 500

Arlington, VA 22203

Fax No.:

with a copy to:

Morgan, Lewis & Bockius, LLP

225 Franklin Street

Boston, MA 02110

Attn: Mark B. Stein, Esq.

Fax No: (617) 341-7701

A-2

EXHIBIT B

DEFINITIONS

Unless the context otherwise specifies or requires, capitalized terms used herein which are not otherwise defined in the text of this Agreement shall have the respective meanings assigned thereto in this Exhibit B, for all purposes of this Agreement (such definitions to be equally applicable to both the singular and the plural foams of the terms defined). Unless otherwise specified, all references herein to Sections are to Sections of this Agreement.

“Additional Member” means a Person admitted to the Company as a Member pursuant to Section 8.4(b).

“Adjusted Capital Account Balance” has the meaning set forth in Exhibit C.

“Adjusted Series A Liquidation Preference Amount” means an amount per Series A Preferred Unit equal to (i) the Original Series A Issue Price plus the Unpaid Series A Preferred Return, less (ii) the aggregate amount of all prior Distributions made by the Company with respect to such Series A Preferred Unit pursuant to Section 5.1 and subclauses (iv), (viii) and (ix) of Section 5.2(d), but in no event less than $0.

“Adjusted Series B Liquidation Preference Amount” means an amount per Series B Preferred Unit equal to (i) the Original Series B Issue Price plus the Unpaid Series B Preferred Return, less (ii) the aggregate amount of all prior Distributions made by the Company with respect to such Series B Preferred Unit pursuant to Section 5.1 and subclauses (iii) and (ix) of Section 5.2(d), but in no event less than $0.

“Adjusted Series B-1 Liquidation Preference Amount” means an amount per Series B-1 Preferred Unit equal to (i) the Original Series B Issue Price plus the Unpaid Series B-1 Preferred Return, less (ii) the aggregate amount of all prior Distributions made by the Company with respect to such Series B-1 Preferred Unit pursuant to Section 5.1 and subclauses (vi) and (ix) of Section 5.2(d), but in no event less than $0.

“Agreement” means this Operating Agreement, as originally executed and as amended from time to time. Terms such as “hereof,” “hereto,” “hereby,” “hereunder” and “herein” refer to this Agreement as a whole, unless the context otherwise requires.

“Annual Budget” has the meaning given it in Section 2.3(e)(xi).

“Assignee” means a transferee of a Unit or Units who has not been admitted as a Member pursuant to Section 8.2. An Assignee shall have no voting rights in the Company with respect to its Unit(s), including, without limitation, any and all rights to participate in the management of the business and affairs of the Company and to vote on any matters as to which a Member is entitled to vote. The Assignee is only entitled to receive the Distributions and return of capital, and to be allocated the Profits and Losses attributable to the assigned Unit(s) or portion thereof.

“Board” means the Board of Directors of the Company.

B-1

“Book Value” has the meaning set forth in Section C2(b) of Exhibit C.

“Business” has the meaning given it in Section 1.3.

“Business Day” means any day other than a Saturday or a Sunday on which trading occurs on the New York Stock Exchange

“Capital Account” means, with respect to any Member, the Capital Account maintained for such Member in accordance with the provisions of Section 4.1 and Exhibit C.

“Capital Contributions” means, with respect to any Member, the amount of money and the initial Book Value (as defined in Section C2(b)(i) of Exhibit C) of any assets (other than money) contributed to the Company with respect to the Units held by such Person.

“Certificate” has the meaning given it in Section 1.1.

“Code” means the Internal Revenue Code of 1986, as amended, to include the corresponding successor or predecessor provisions of the U.S. federal internal revenue laws.

“Company” means Evolent Health LLC, a Delaware limited liability company.

“Company’s Minimum Gain” has the meaning set forth in Exhibit C.

“Common Unit” means the interest of a Common Member in the Company, including, without limitation, rights to (i) vote on various Company matters as expressly set forth in this Agreement, and (ii) receive Distributions (liquidating or otherwise) and allocations of Profits and Losses.

“Contingent Consideration” has the meaning set forth in Section 5.3(d).

“Convertible Securities” means any obligations, evidences of indebtedness or other securities or interests (other than Options) directly or indirectly convertible or exchangeable into Units or other Equity Interests in the Company.

“Director” means a member of the Board.

“Distribution” means each distribution (including distributions made pursuant to Section 5.1) made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution, redemption, repurchase or otherwise; provided, however, that any recapitalization or exchange of Equity Securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution.

“Effective Date” has the meaning given it in the Preamble.

“Equity Security” means (i) Units or other equity interests in the Company (including other classes or groups thereof having such relative rights, powers and duties as may

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from time to time be established by the Board, including rights, powers and/or duties junior, pari passu or senior to existing classes and groups of Units and other equity interests of the Company), (ii) stock appreciation rights, phantom stock rights or other rights with equity features, (iii) Convertible Securities and (iv) Options.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Holdco Board” means the board of directors of Holdco.

“Initial Consideration” has the meaning set forth in Section 5.3(d).

“Liquidation Event” has the meaning given it in Section 9.1.

“LLC Law” has the meaning given it in the Recitals.

“Mandatory Tax Distribution Amount” has the meaning given it in Section 5.1.

“Member Loan” has the meaning given it in Section 3.3.

“Member Nonrecourse Debt Minimum Gain” has the meaning set forth in Exhibit C.

“Members” means the Common Members, the Series A Preferred Members, the Series B Preferred Members, the Series B-1 Preferred Members, any Substitute Members and any Additional Members.

“Officers” means those individuals appointed by the Board as officers of the Company in accordance with Section 6.8.

“Option” means warrants, options or other rights to subscribe for or purchase or acquire Units or other Equity Interests in the Company.

“Original Series A Issue Price” means $10.00 per Unit (as adjusted for any Unit splits, reverse Unit splits, Unit combinations and other similar capitalization changes of the Series A Preferred Units).

“Original Series B Issue Price” means $15.36 per Unit (as adjusted for any Unit splits, reverse Unit splits, Unit combinations and other similar capitalization changes of the Series B Preferred Units).

“Person” means any individual, partnership, corporation, trust, limited liability company or other entity.

“Preferred Units” means the Series A Preferred Units, the Series B Preferred Units and the Series B-1 Preferred Units.

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“Profits” and “Losses” means for each taxable year or other period an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or ,deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) any income of the Company that is exempt from U.S. federal income tax shall be added to such taxable income or loss;

(ii) any expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital account (as described in and within the meaning of Code Section 705 (a)(2)(B)) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be subtracted from such taxable income or loss;

(iii) if Company property is reflected on the Company’s books at other than its adjusted tax basis, then in lieu of depreciation, amortization and other cost recovery deductions taken into account for U.S. federal income tax purposes, there shall be taken into account depreciation for such year or other period, computed in accordance with the Treasury Regulations issued pursuant to Code Section 704(b);

(iv) any items that are specially allocated to a Member pursuant to Sections C1(b), C1 (c) and C1(d) (set forth in Exhibit C to this Agreement) shall not be taken into account in determining Profits and Losses; and

(v) for purposes of determining Profit or Loss upon the sale or other disposition of Company property, then in accordance with the Treasury Regulations under Code Section 704(b), the value of an asset properly reflected on the Company’s books at the time of sale or other disposition shall be substituted for the property’s adjusted tax basis if at the time of sale or disposition there is a variance in such value and adjusted tax basis.

Except as may be otherwise provided in this Agreement, all items that are components of Profits and Losses shall be divided among the Members in the same ratio as they share Profits and Losses.

“Purchase Agreements” means the Series B Purchase Agreement and the Series B-1 Purchase Agreements.

“Recapitalization” has the meaning given it in Section 2.3(e).

“Sale of the Company” means either (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale or issuance of Equity Securities of the Company for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting Equity Securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of Units held by such holders prior to such transaction or series of related transactions, at least a majority of the total

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voting power represented by the outstanding voting Equity Securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (ii) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, transfer, exclusive license is to a wholly-owned subsidiary of the Company.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Series A Liquidation Preference Amount” means an amount per Series A Preferred Unit equal to the Original Series A Issue Price.

“Series A Preferred Return” means, with respect to each outstanding Series A Preferred Unit, an amount equal to 8% of the Original Series A Issue Price per annum calculated from the date of issuance by Predecessor Evolent of the corresponding share of Series A Preferred Stock.

“Series A Preferred Unit” means the interest of a Series A Preferred Member in the Company, including, without limitation, rights to (i) vote on various Company matters as expressly set forth in this Agreement and (ii) receive Distributions (liquidating or otherwise) and allocations of Profit and Losses.

“Series B Liquidation Preference Amount” means an amount per Series B Preferred Unit equal to the Original Series B Issue Price.

“Series B Preferred Return” means, with respect to each outstanding Series B Preferred Unit, an amount equal to 8% of the Original Series B Issue Price per annum calculated from the date of issuance of such Series B Preferred Unit.

“Series B Preferred Unit” means the interest of a Series B Preferred Member in the Company, including, without limitation, rights to (i) vote on various Company matters as expressly set forth in this Agreement and (ii) receive Distributions (liquidating or otherwise) and allocations of Profit and Losses.

“Series B Purchase Agreement” means that certain Series B Security Purchase Agreement, dated as of September 23, 2013 date hereof, among the Company, certain Members and certain stockholders of Holdco.

“Series B-1 Liquidation Preference Amount” means an amount per Series B-1 Preferred Unit equal to the Original Series B Issue Price.

“Series B-1 Preferred Return” means, with respect to each outstanding Series B-1 Preferred Unit, an amount equal to 8% of the Original Series B Issue Price per annum calculated from the date of issuance of such Series B-1 Preferred Unit.

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“Series B-1 Preferred Unit” means the non-voting interest of a Series B-1 Preferred Member in the Company, including, without limitation, rights to receive Distributions (liquidating or otherwise) and allocations of Profits and Losses.

“Series B-1 Purchase Agreements” means those certain Series B-1 Purchase Agreements, dated as of the date hereof by and between Holdco and each of WellStar Health Systems, Inc. and Premier Health Partners.

“Significant Securityholder” means each of The Advisory Board Company, a Delaware corporation, UPMC, a Pennsylvania nonprofit corporation, and TPG Eagle Holdings, LP.

“Substitute Member” means an assignee who has been admitted to all of the rights of membership pursuant to this Agreement.

“Surplus Amount” means with respect to distributions pursuant to Section 5.3, that amount remaining for distribution after the distributions set forth in Sections 5.3(a) and (b) are made.

“Tax Matters Member” has the meaning given to “tax matters partner” in Section 6231 of the Code.

“Transfer” (whether or not such term is capitalized) means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition, or encumbrance, whether with or without consideration, whether voluntarily or involuntarily and whether by operation of law or otherwise. The terms “Transferee,” “Transferred,” “Transferor” and other forms of the word “Transfer” shall have correlative meanings.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code, and any reference to any section of the Treasury Regulations shall include any final or temporary revision or successor to that section.

“Unit” means a unit of ownership interest in the Company and shall include the Common Units, Series A Preferred Units and Series B Preferred Units.

“Unpaid Series A Preferred Return” means, as of any date, with respect to each Series A Preferred Unit, an amount equal to the excess, if any, of (a) the aggregate Series A Preferred Return accrued on such Series A Preferred Unit for all periods prior to such date over (b) the aggregate amount of all prior Distributions made by the Company to such Series A Preferred Member pursuant to subclause (ii) of Section 5.2(d).

“Unpaid Series B Preferred Return” means, as of any date, with respect to each Series B Preferred Unit, an amount equal to the excess, if any, of (a) the aggregate Series B Preferred Return accrued on such Series B Preferred Unit for all periods prior to such date over (b) the aggregate amount of all prior Distributions made by the Company to such Series B Preferred Member pursuant to subclause (i) of Section 5.2(d).

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“Unpaid Series B-1 Preferred Return” means, as of any date, with respect to each Series B Preferred Unit, an amount equal to the excess, if any, of (a) the aggregate Series B-1 Preferred Return accrued on such Series B-1 Preferred Unit for all periods prior to such date over (b) the aggregate amount of all prior Distributions made by the Company to such Series B-1 Preferred Member pursuant to subclause (i) of Section 5.2(d).

“Voting Preferred Units” means the Series A Preferred Units and the Series B Preferred Units.

* * * * * * *

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EXHIBIT C

TAX ALLOCATION AND

CAPITAL ACCOUNT MAINTENANCE RULES

Section Cl. Special Rules Regarding Allocation of Profits and Losses.

(a) Limitations on Loss Allocation. Losses allocated to a Member pursuant to Section 4.2 shall not exceed the maximum amount of losses that can be allocated without causing a Member to have a deficit in his Adjusted Capital Account Balance at the end of any fiscal year. In the event that any Member would have a deficit in his Adjusted Capital Account Balance as a consequence of an allocation of Losses pursuant to Section 4.2, the amount of Losses that would be allocated to such Member but for the application of this Section C1(a) shall instead be allocated to the other Members to the extent that such allocations would not cause such other Members to have deficits in their Adjusted Capital Account Balances and allocated among such other Members in proportion to their positive Adjusted Capital Account Balances. To the extent no Member can be allocated Losses without such allocation causing such Member to have a deficits in his Adjusted Capital Account Balance, such Losses shall be allocated as if this Section Cl(a) were not in effect. Any allocation of items of income, gain, loss, deduction or credit pursuant to this Section C1(a) shall be taken into account in computing subsequent allocations pursuant to Section 4.2, and prior to any allocation of items in such Section so that the net amount of any items allocated to each Member pursuant to Section 4.2 and this Section C1(a) shall, to the maximum extent practicable, be equal to the net amount that would have been allocated to each Member pursuant to the provisions of Section 4.2 and this Section C1(a) if such allocation under this Section C1(a) had not occurred.

(b) Special Allocations. Notwithstanding anything to contrary contained in Section 4.2, the following special allocations sections of this Section C1(b) and Section C1(c) shall in all events apply in determining the allocation of Profits and Losses among the Members and shall be made prior to the allocations required under Section 4.2.

(i) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members in the same manner as Loss for such period.

(ii) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any taxable year shall be allocated to the Member(s) bearing the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse

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Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

(iii) Company Minimum Gain. Notwithstanding any other provisions of this Agreement, if there is a net decrease in Company Minimum Gain during a taxable year, the Members shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f). This Section C1(b)(iii) is intended to comply with the minimum gain charge-back requirement of Treasury Regulations Section 1.704-2(f) and shall be interpreted and applied in a manner consistent therewith.

(iv) Member Nonrecourse Debt Minimum Gain. Notwithstanding any provision of the Agreement to the contrary except Section Cl(b)(iii) and subject to the exceptions set forth in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section C1(b)(iv) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section C1(b)(iv), each Member’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Section 4 of the Agreement and this Exhibit C with respect to such fiscal year, other than allocations pursuant to Section C1(b)(ii) hereof.

(v) Qualified Income Offset. Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes a deficit in its Adjusted Capital Account Balance shall be allocated items of income and gain in an amount and a manner sufficient to eliminate, to the extent required by the Treasury Regulations, such deficit balance as quickly as possible, provided that an allocation pursuant to this Section C1(b)(v) shall be made if and only to the extent that such Member would have a deficit in its Adjusted

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Capital Account Balance after all other allocation provided for in Section 4 of the Agreement and this Exhibit C with respect to such fiscal year have been tentatively made as if this Section C1(b)(v) were not in effect. This Section C1(b)(v) is intended to comply with the alternate test for economic effect set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in a manner consistent therewith.

(vi) Code Section 754 Adjustments. To the extent an adjustment to the adjusted basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to the Treasury Regulations Sections 1.704-1(b)(2)(iv)(m)(2) or (4) to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

(vii) Adjustments in Connection with Noncompensatory Option Exercise and Convertible Debt. The Board of Directors is hereby authorized to interpret and implement in its reasonable discretion the allocation provisions described in the Treasury Regulation 1.721-2.

(viii) Adjustments in Connection with Compensatory Option Exercise and Forfeiture of Restricted Units. The Board of Directors is hereby authorized to interpret and implement in its reasonable discretion the allocation provisions of the Proposed Treasury Regulation.

(c) Corrective Allocations.The allocations set forth in Section C1(b) (the “Regulatory Allocations”) are intended to comply with the requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions of Section 4.2 of the Agreement or this Section Cl (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account as provided for in the following two sentences. Income, gain, loss and deduction shall be reallocated to the extent that such reallocation causes the net aggregate amount of allocations of income, gain, deduction and loss to each Member to be equal to or more closely approximate the net aggregate amount of such items that would have been allocated to each such Member if the

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Regulatory Allocations had not occurred. This Section C1(c) shall be interpreted and applied in such a manner and to such extent as is reasonably necessary to eliminate, as quickly as possible, permanent distortions to the economic arrangement of the Members that would otherwise occur as a consequence of the Regulatory Allocations in the absence of this Section C1(c).

(d) Application of Code Section 704(c). Notwithstanding any other provision of this Agreement, to the extent required by law, taxable income, gain, loss, deduction, and items thereof attributable to property contributed to the Company by a Member, and Company property that has been revalued pursuant to Section C2(b) shall be shared among the Members so as to take into account any variation between the basis of the property and the fair market value of the property at the time of contribution or revaluation in accordance with the requirements of Section 704(c) of the Code and the applicable regulations thereunder. In accordance with Section 704(c)(1)(A) of the Code and Section 1.704-1(b)(2)(iv)(d) of the Treasury Regulations, if a Member contributes property with an initial fair market value that differs from its adjusted basis at the time of contribution, income, gain, loss and deductions with respect to the property shall, solely for income tax purposes (and not for Capital Account purposes), be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution pursuant to the traditional method under Section 1.704-3 of the Treasury Regulations. The Members agree that all of the built-in gain attributable to property deemed contributed to the Company from the Predecessor Evolent is attributable to good will, going concern value and other intangible assets, other than any such assets in which the Company has tax basis as of the date of such contribution.

(e) Distributions of Nonrecourse Liability Proceeds. If, during a taxable year, the Company makes a distribution to any Member that is allocable to the proceeds of any nonrecourse liability of the Company that is allocable to an increase in Company Minimum Gain pursuant to Treasury Regulations Section 1.704-2(h), then the Company shall elect, to the extent permitted by Treasury Regulations Section 1.704-2(h)(3), to treat such distribution as a distribution that is not allocable to an increase in Company Minimum Gain.

Section C2. Capital Accounts.

(a) Capital Account Maintenance. The Capital Account of each Member shall, except as expressly stated herein to the contrary, initially consist of the amount of its initial contribution to the capital of the Company pursuant to Section 4.1 of the Agreement. The Member’s Capital Account shall be increased by (i) the amount of cash or the Book Value of Contributed Property it subsequently contributes to the Company (net of

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any such Member’s liabilities assumed by the Company or to which the Contributed Property is subject), and (ii) its allocable share of Profits and items thereof, including the Special Allocations of Sections C1(b) and C1(c), allocated to the Member pursuant to the provisions of this Agreement. Its Capital Account shall be decreased by (i) the amount of any cash distributed to the Member, (ii) the Book Value of any Company property (after proper adjustment to such Book Value pursuant to Section C2(b)) distributed to the Member (net of the amount of any Company liability assumed by such Member or that is secured by any Company property distributed to such Member), (iii) the Member’s allocable share of Losses and items thereof, including the Special Allocations of Sections C1(b) and C1(c), allocated to it pursuant to the provisions of this Agreement, (iv) its share of any expenditures described in Code Section 705(a)(2)(B), and (v) such other items as are required by the Treasury Regulations.

(b) Book Value and Revaluation of Company Property. “Book Value” means, with respect to any asset of the Company, such asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

(i) The initial Book Value of Contributed Property shall be its Agreed Value.

(ii) The Book Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board in accordance with Code Section 7701(g), as of the following times:

(A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution (as the term “de minimis” is used in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)) or in exchange for services (if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the economic interests of the Members);

(B) the distribution by the Company to a retiring or continuing Member as consideration for Units in the Company of more than a de minimis amount of money or other Company property (if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the economic interests of the Members); and

(C) the Liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g).

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(iii) If the Book Value of an asset has been determined or adjusted pursuant to Section C2(b)(ii)(A) or (B) of this Exhibit C, such Book Value shall thereafter be adjusted for the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

(iv) If the Book Value is adjusted as required or permitted under this Agreement, the Member’ respective Capital Accounts shall also be adjusted to reflect the adjustments to the Book Value of such assets in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

(v) Where the Book Value of Company property may, but is not required to, be revalued, the decision of whether to revalue the Company property and the Members’ Capital Accounts, and the amount of any such adjustments shall be determined by the Board using such reasonable methods of valuation as the Board may adopt.

(c) Effective Termination Under Code Section 708(b)(1)(B). A transferee of all or part of a Member’s Membership Interest will succeed to the Capital Account (or portion thereof) relating to the interest transferred; provided, however, that if the transfer causes a termination of the Company under §708(b)(1)(B) of the Code, solely for income tax purposes, the Company properties shall be deemed to have been contributed to a new limited liability company in exchange for all of the interests in such new limited liability company, which interests will then be deemed to be distributed in liquidation of the Company to the Members (including the transferee of an interest). The Capital Accounts of such new limited liability company shall be maintained in accordance with the principles set forth herein, the Agreement will apply to such new limited liability company, and all references herein to the Company will become references to the new limited liability company.

(d) Revaluation Allocations. For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Members’ Capital Accounts upon a revaluation of Company property, the determination, recognition and character of any such item shall be the same as its determination, recognition and character for U.S. federal income tax purposes, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable Treasury Regulations thereunder.

Section C3. Allocation of Partnership Liabilities.

The Company will follow Treasury Regulation Section 1.752-3 in allocating nonrecourse liabilities to Members. Additionally, the Board may elect to allocate excess nonrecourse

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liabilities (those not allocated under Treasury Regulation Section 1.752-3(a)(1) and (2)) to any Member up to the amount of built-in gain that is allocable to the Member on Section 704(c) property (as defined under Treasury Regulation Section 1.704-3(a)(3)(ii)) where such property is subject to the nonrecourse liability to the extent that such built-in gain exceeds the gain described in Treasury Regulation Section 1.752-3(a)(2) with respect to such property.

With respect to the allocation of a single nonrecourse liability among multiple properties, the Tax Matters Member may allocate the liability among the multiple properties under any reasonable method in accordance with Treasury Regulation Section 1.752-3(b)(1).

Section C4. Definitions.

The capitalized words and phrases used in this Exhibit C, if not otherwise defined in the Agreement, shall have the following meanings (such meanings shall be equally applicable to both the singular and plural forms of such words and phrases):

(a) Adjusted Capital Account Balance: “Adjusted Capital Account Balance” shall mean the balance in the Capital Account of a Member as of the end of the relevant fiscal year of the Company, after giving effect to the following: (i) credit to such Capital Account of any amounts the Member is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and (ii) debit to such Capital Account of the items described in Sections 1.704-1(b)(2)(ii)(d)(4),(5) and (6) of the Treasury Regulations.

(b) Agreed Value: “Agreed Value” shall mean the fair market value of Contributed Property as agreed to by the contributing Member, the other Members and the Company, using such reasonable method of valuation as they may adopt. However, if the value of any Contributed Property is redetermined by any federal or state agency or by any federal or state court having jurisdiction over the Company or the Members, the value set forth in this Agreement shall be modified and amended to reflect the value ultimately determined by said agency or court.

(c) Capital Contribution: “Capital Contribution” shall mean the amount in cash or the agreed value of Contributed Property or services contributed or to be contributed by each Member to the capital of the Company for such Member’s interest in the Company.

(d) Company Minimum Gain: “Company Minimum Gain” shall have the meaning given to the term “Partnership Minimum Gain” as set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations, and any Member’s share of Company Minimum Gain shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(1).

(e) Contributed Property: “Contributed Property” shall mean each Member’s interest in any property or other consideration (excluding services and cash) contributed to the Company by such Member.

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(f) Depreciation: “Depreciation” shall mean, for each taxable year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction, as computed for U.S. federal income tax purposes, allowable with respect to an asset of the Company for such year or other period, except that if the Book Value of a Company asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount that bears the same ratio at such beginning Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

(g) Member Nonrecourse Debt: “Member Nonrecourse Debt” shall have the meaning given to the term “Partner Nonrecourse Debt” as set forth in Section 1.704-2(b)(4) of the Treasury Regulations.

(h) Member Nonrecourse Debt Minimum Gain: “Member Nonrecourse Debt Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Debt, determined in the same manner as “Partner Nonrecourse Debt Minimum Gain” would be determined in accordance with Section 1.704-2(i) of the Treasury Regulations.

(i) Member Nonrecourse Deductions: “Member Nonrecourse Deductions” shall have the meaning given to the term “Partner Nonrecourse Deductions” as set forth in Section 1.704-2(i)(2) of the Treasury Regulations. For any Company taxable year, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equal the net increase during the year, if any, in the amount of Member Nonrecourse Debt Minimum Gain reduced (but not below zero) by proceeds of the liability that are both attributable to the liability and allocable to an increase in the Member Nonrecourse Debt Minimum Gain.

(j) Nonrecourse Deductions: “Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for a Company fiscal year equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of Section 1.704-2(c) of the Treasury Regulations.

(k) Nonrecourse Liability: “Nonrecourse Liability” shall have the meaning set forth in Section 1.704-2(b)(3) of the Treasury Regulations

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D-1

EX-10.5

Exhibit 10.5

FORM OF EXCHANGE AGREEMENT

among

EVOLENT HEALTH, INC.

EVOLENT HEALTH LLC

and

THE CLASS B MEMBERS OF EVOLENT HEALTH LLC

Dated as of [            ], 2015

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINED TERMS			2
Section 1.01.	Definitions		2
Section 1.02.	Other Definitional and Interpretative Provisions		4
ARTICLE 2 EXCHANGE			4
Section 2.01.	Exchanges		4
Section 2.02.	Adjustment		7
Section 2.03.	Expiration		8
Section 2.04.	Reservation of Class A Shares; Listing		8
Section 2.05.	Recapitalization		8
Section 2.06.	Removal of Impediments to Exchange		8
ARTICLE 3 TRANSFER RESTRICTIONS			9
Section 3.01.	General Restrictions on Transfer		9
Section 3.02.	Legends		9
Section 3.03.	Permitted Transferees		9
ARTICLE 4 OTHER AGREEMENTS; MISCELLANEOUS			9
Section 4.01.	Expenses		9
Section 4.02.	Notices		10
Section 4.03.	Permitted Transferees		10
Section 4.04.	Severability		11
Section 4.05.	Counterparts		11
Section 4.06.	Entire Agreement; No Third Party Beneficiaries		11
Section 4.07.	Further Assurances		11
Section 4.08.	Dispute Resolution		11
Section 4.09.	Governing Law		11
Section 4.10.	Consent to Jurisdiction		11
Section 4.11.	WAIVER OF JURY TRIAL		11
Section 4.12.	Amendments; Waivers		12
Section 4.13.	Assignment		12
Section 4.14.	Tax Treatment		12
Section 4.15.	Effective Date		12

FORM OF EXCHANGE AGREEMENT

among

EVOLENT HEALTH, INC.

EVOLENT HEALTH LLC

and

THE CLASS B MEMBERS OF EVOLENT HEALTH LLC

EXCHANGE AGREEMENT, dated as of [            ], 2015 (this “Agreement”), among Evolent Health, Inc., a Delaware corporation (“Evolent Health, Inc.”), Evolent Health LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Class B common units in the Company listed on Exhibit A hereto (collectively, the “Class B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, in connection with the closing of its initial public offering of Class A Shares (the “IPO”), Evolent Health, Inc. intends to consummate the transactions described below and in the Registration Statement on Form S-1 originally filed with the Commission on [            ], 2015, as amended (Registration No. 333-             );

WHEREAS, in connection with the IPO (i) the preferred units of the Company will be converted into common units of the Company, (ii) the second amended and restated limited liability company agreement of the Company will be further amended and restated to establish two classes of equity consisting of the Class A common units to be held by Evolent Health, Inc. and Class B common units to be initially held by TPG Eagle Holdings, L.P. (“TPG”), The Advisory Board Company (“The Advisory Board”) and Ptolemy Capital, LLC (“Ptolemy”) in the amounts set forth in Exhibit A hereto, (iii) the shares of preferred stock of Evolent Health Holdings, Inc., which is the predecessor to Evolent Health, Inc., will be converted into common stock of Evolent Health Holdings, Inc. and (iv) pursuant to a series of mergers, Evolent Health Holdings, Inc. and TPG Eagle BL, LLC, a Delaware limited liability company and an affiliate of TPG (“TPG Eagle”), will merge with and into Evolent Health, Inc. with Evolent Health, Inc. continuing as the surviving entity and, in connection with the mergers, Evolent Health, Inc. will issue Class B Shares to TPG, The Advisory Board and Ptolemy in the amounts set forth in Exhibit A hereto and Class A Shares to the pre-merger stockholders of Evolent Health Holdings, Inc. and TPG Eagle;

WHEREAS, the parties hereto desire to provide for the possible future exchange following the IPO of Class B common units (together with a transfer to Evolent Health, Inc. of the corresponding number of Class B Shares), for Class A Shares on the terms and subject to the conditions set forth herein;

WHEREAS, neither Evolent Health, Inc. nor the Company shall have any obligation to acquire from a Class B Member any Class B common units and Class B Shares unless such Class B Member exercises its Exchange Right with respect to such Class B common units and Class B Shares in accordance herewith; and

WHEREAS, the parties intend that an Exchange consummated hereunder be treated for U.S. federal income tax purposes, to the extent permitted by law, as a taxable sale of Class B common units and Class B Shares.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“Agreement” is defined in the preamble.

“Basis Tax Receivables Agreement” means the income tax receivables agreement related to the tax basis step-up of assets of the Company, by and among Evolent Health, Inc., TPG, TPG BDH, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Shares.

“Business Combination Transaction” is defined in the Amended and Restated Certificate of Incorporation of Evolent Health, Inc.

“Business Day” means any day except a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized by law to close.

“Class A common units” is defined in the Operating Agreement.

“Class A Shares” means shares of Class A common stock, par value $0.01 per share, of Evolent Health, Inc.

“Class B common units” is defined in the Operating Agreement.

“Class B Members” is defined in the preamble.

“Class B Shares” means shares of Class B common stock, par value $0.01 per share, of Evolent Health, Inc.

“Closing” means the closing of an Exchange pursuant to Section 2.01.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission or any successor thereto.

“Company” is defined in the preamble.

“Evolent Health, Inc.” is defined in the preamble.

“Exchange,” when used as a noun, means an exchange by a Class B Member of one or more Class B common units (together with a transfer to Evolent Health, Inc. of the corresponding number of Class B Shares), for Class A Shares. “Exchange,” when used as a verb, and “Exchanging,” when used as an adjective, shall have correlative meanings.

“Exchange Rate” means the number of Class A Shares for which a Class B common unit (together with the corresponding number of Class B Shares) is entitled to be Exchanged, as provided in Section 2.01(a), subject to adjustment as provided in Section 2.02.

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“Exchange Request” means a written notice to the Company, delivered at least three Business Days in advance of the Closing of the Exchange, setting forth the number of Class B common units (and the corresponding number of Class B Shares) to be Exchanged.

“Exchange Right” means the right of a Class B Member to Exchange from time to time one or more Class B common units (together with the corresponding number of Class B Shares).

“Governmental Entity” means any court, administrative agency, regulatory body, commission, or other governmental authority, board, bureau, or instrumentality, domestic or foreign, and any subdivision thereof.

“IPO” is defined in the recitals.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.

“NOL Tax Receivables Agreement” means the income tax receivables agreement related to certain net operating losses of Evolent Health Holdings, Inc. and an affiliate of TPG, by and among Evolent Health, Inc., TPG BDH, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Shares.

“Notice” is defined in Section 4.02.

“Operating Agreement” means the Third Amended and Restated Limited Liability Company Agreement of the Company dated as of [            ], 2015, as such agreement may be amended from time to time.

“Permitted Transferee” is defined in the Operating Agreement.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity, and any government or agency or political subdivision thereof.

“Ptolemy” is defined in the recitals.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of [            ], 2015 among Evolent Health, Inc., the Class B Members and the other parties thereto.

“Restricted Class A Shares” is defined in Section 3.01.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stockholders Agreement” means the Stockholders Agreement dated as of [            ], 2015 by and among Evolent Health, Inc., TPG BDH, TPG Eagle, The Advisory Board, UPMC and the other parties thereto.

“Tax Receivables Agreements” means the Basis Tax Receivables Agreement and the NOL Tax Receivables Agreement.

“The Advisory Board” is defined in the recitals.

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“TPG” is defined in the recitals.

“TPG BDH” means TPG Growth II BDH L.P., a Delaware limited partnership.

“TPG Eagle” is defined in the recitals.

“UPMC” means UPMC, a Pennsylvania nonprofit corporation.

Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. Any capitalized term used in any Exhibit and not otherwise defined therein has the meaning ascribed to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

EXCHANGE

Section 2.01. Exchanges. (a) Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, each Class B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to 100% of the Class B Member’s Class B common units (together with the corresponding number of Class B Shares) by delivering an Exchange Request to the Company, with a copy to Evolent Health, Inc.

(ii) Each Exchange Request shall set forth the number of Class B common units (together with the corresponding number of Class B Shares) such Class B Member wishes to Exchange at the applicable Closing. If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to Class B common units to be Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional Class B common units that the Class B Member desires to have Exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional Class B common units Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional Class B common units to potentially be Exchanged will be communicated to Evolent Health, Inc. pursuant to a supplement to the Exchange Request delivered promptly following the time at which such

4

determination is made, which supplement to the Exchange Request need not be delivered five Business Days in advance of the applicable Exchange and (z) Evolent Health, Inc. shall have no obligation to issue or deliver any Class A Shares in the event that the number of Class A Shares to be acquired upon exercise of such option is greater than the number of Class A Shares that is required by this Agreement to be delivered in the Exchange) and (B) the Closing of the Exchange of any additional Class B common units to fulfill a Class B Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of such Class A Shares is to be made.

(iii) Each Class B Member shall represent in the Exchange Request that such Class B Member owns or will own the Class B common units and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.01(d)(i) and Section 2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement, and, if there are any Liens identified in the Exchange Request, such Class B Member shall covenant that such Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company that all such Liens (other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Operating Agreement) have been released.

(iv) Upon delivery to the Company, no Exchange Request may be revoked less than three Business Days prior to the scheduled Closing of the applicable Exchange (and the Company shall have received notice of such revocation no later than such third Business Day) unless the Class B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by Evolent Health, Inc. or the Company with respect to such requested Exchange.

(v) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such Exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code; provided that an Exchange will not be prohibited on this basis so long as the Company continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1 of the Treasury Regulations promulgated under such Section 7704 of the Code.

(vi) Each Exchange pursuant to this Section 2.01(a) shall be at the Exchange Rate in effect at the applicable Closing.

(b) Closing. (i) If an Exchange Request has been delivered pursuant to Section 2.01(a)(i), then (subject to Section 2.01(c)) the Closing of such Exchange shall occur within three Business Days of the delivery of such Exchange Request or such later time as requested by the Exchanging Class B Member.

(ii) If Evolent Health, Inc. enters into an agreement to consummate a Business Combination Transaction, Evolent Health, Inc. shall give each Class B Member at least five Business Days’ notice of the closing thereof and, upon the written request of a Class B Member, Evolent Health, Inc. shall cause such agreement to (and shall not enter into any such agreement unless it does) provide that such Class B Member shall be entitled to Exchange its Class B common units (together with the corresponding number of Class B Shares) immediately prior to the closing of the Business Combination Transaction in order for such Class B Member to be able to receive the amount and type of consideration payable pursuant to such Business Combination Transaction to holders of Class A Shares. If any Person commences a tender offer or exchange offer for any of the outstanding shares of Evolent Health, Inc.’s stock, upon the written request of a Class B Member, Evolent Health, Inc. shall entitle such Class B Member, at the request of such Class B Member, to Exchange its Class B common units (together with the corresponding number of Class B Shares) immediately prior to and contingent upon the consummation of such tender offer or

5

exchange offer in order for such Class B Member to participate in such tender offer or exchange offer. Notwithstanding anything to the contrary in the foregoing, in the event that board of directors of Evolent Health, Inc. approves a Business Combination Transaction and determines in good faith that such Business Combination Transaction involves a bona fide third party and is not for the primary purpose of causing an Exchange hereunder, then upon at least five Business Days’ notice, the mandatory Exchange of all outstanding Class B common units (together with the corresponding number of Class B Shares) shall occur in accordance with the following sentence. The Closing for any Exchange in which Class A Shares are delivered occurring pursuant to this Section 2.01(b)(ii) shall occur immediately prior to, but remain subject to the consummation immediately after of, the Business Combination Transaction, tender offer or exchange offer, as applicable, and such Exchange shall be null and void if such Business Combination Transaction, tender offer or exchange offer, as applicable, shall fail to be consummated.

(iii) Upon receiving notice of an Exchange Request under Section 2.01(a)(i), the Company may elect to cause Evolent Health, Inc. to effect the Exchange under Section 2.01(d) and deliver to the Exchanging Class B Member the number of Class A Shares that such Class B Member is entitled to receive in the Exchange. In all other cases, the Company shall effect the Exchange and, at the time of the Closing of any such Exchange, Evolent Health, Inc. shall contribute to the Company the number of Class A Shares that such Class B Member is entitled to receive in the Exchange.

(iv) Upon the occurrence of a Closing, (A) all rights of the Exchanging Class B Member as holder of the Class B common units (and corresponding number of Class B Shares) being Exchanged shall terminate, (B) the Class B Shares delivered at the Closing shall be automatically cancelled on the books and records of Evolent Health, Inc. and shall no longer be deemed to be issued and outstanding capital stock of Evolent Health, Inc., (C) the Class B common units delivered at the Closing to the Company or Evolent Health, Inc., as applicable, shall automatically be cancelled on the books and records of the Company and shall no longer be deemed to be issued and outstanding membership interests of the Company, and (D) such Exchanging Class B Member, or such other Person in whose name such Exchanging Class B Member has requested the shares be registered, shall be treated for all purposes as the holder of any Class A Shares delivered at the Closing.

(v) The Class A Shares to be received in the Exchange shall be registered in such names and in such denominations as the Exchanging Class B Member shall request in writing not later than one Business Day prior to Closing.

(c) Closing Conditions. (i) The obligation of any of the parties to consummate an Exchange pursuant to this Section 2.01 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is then in effect that restrains or prohibits the Exchange.

(ii) The obligation of the Company and Evolent Health, Inc. to consummate an Exchange pursuant to this Section 2.01 shall be subject to (A) the delivery by the Exchanging Class B Member of the items specified in clauses (i), (ii) and (iii) of Section 2.01(d) and (B) the good faith determination by Evolent Health, Inc. that such Exchange would not be prohibited by applicable law or regulation and would not violate any contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking to which the Company or Evolent Health, Inc. is subject.

(d) Closing Deliveries. At or prior to each Closing, with respect to each Class B Member that requests the Exchange contemplated for such Closing:

(i) to the extent that such Class B Member’s Class B common units are certificated, such Class B Member shall deliver to the Company or Evolent Health, Inc., as applicable, one or more

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certificates representing the number of Class B common units specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the Company or Evolent Health, Inc., as applicable, duly executed in blank by such Class B Member or such Class B Member’s duly authorized attorney, to be Exchanged based on the Exchange Rate in effect at the applicable Closing;

(ii) to the extent such Class B Member’s Class B Shares are certificated, such Class B Member shall deliver to the Company or Evolent Health, Inc., as applicable, one or more certificates representing the number of Class B Shares specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the Company or Evolent Health, Inc., as applicable, duly executed in blank by such Class B Member or such Class B Member’s duly authorized attorney;

(iii) such Class B Member shall represent in writing, and at the Company or Evolent Health, Inc.’s request deliver confirmatory evidence reasonably satisfactory to the Company or Evolent Health, Inc., as applicable, that no Liens exist on the Class B common units and Class B Shares delivered pursuant to Sections 2.01(d)(i) and 2.01(d)(ii) (other than transfer restrictions imposed by or under applicable securities laws, the Operating Agreement and this Agreement), or that any such Liens have been released;

(iv) if such Class B Member delivers to the Company or Evolent Health, Inc., pursuant to Section 2.01(d)(i) or 2.01(d)(ii), a certificate representing a number of Class B common units or Class B Shares that is greater than the number of Class B common units or Class B Shares specified in the applicable Exchange Request, the Company or Evolent Health, Inc. will deliver to such Class B Member certificates representing the excess Class B common units or Class B Shares, as applicable; and

(v) The Company or Evolent Health, Inc., as applicable, shall deliver or cause to be delivered to such Class B Member the number of Class A Shares that such Class B Member is entitled to receive in the Exchange, registered in such names and such denominations as such Class B Member requested pursuant to Section 2.01(b)(iv).

(e) Tax Treatment. Unless otherwise required by an applicable change in law, the parties hereto acknowledge and agree that the Exchanges, if effected by the Company, will be treated as “disguised sales” of the Class B common units to Evolent Health, Inc. under Section 707 of the Code.

Section 2.02. Adjustment. On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B common units or Class B Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Class A Shares; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Class B common units and Class B Shares. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Class B Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Class

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B Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Section 2.03. Expiration. In the event that the Company is dissolved, liquidated or wound up pursuant to the Operating Agreement or otherwise, any Exchange Right shall expire upon final distribution of the assets of the Company pursuant to the terms and conditions of the Operating Agreement.

Section 2.04. Reservation of Class A Shares; Listing. Evolent Health, Inc. shall at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon an Exchange, the maximum number of Class A Shares as shall be issuable upon Exchange of all outstanding Class B common units and Class B Shares; provided that nothing contained herein shall be construed to preclude Evolent Health, Inc. from satisfying its obligations in respect of any such Exchange by delivery of purchased Class A Shares (which may or may not be held in the treasury of Evolent Health, Inc.). If any Class A Shares require registration with or approval of any Governmental Entity under any federal or state law before such Class A Shares may be issued upon an Exchange, Evolent Health, Inc. shall use reasonable efforts to cause such Class A Shares to be duly registered or approved, as the case may be. Evolent Health, Inc. shall list and use its reasonable efforts to maintain the listing of the Class A Shares required to be delivered upon any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding Class A Shares are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws). Evolent Health, Inc. covenants that all Class A Shares issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Section 2.05. Recapitalization. This Agreement shall apply to the Class B common units held by the Class B Members and their Permitted Transferees as of the date hereof, as well as any Class B common units hereafter acquired by a Class B Member and its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Class B common units” shall be deemed to include, any security, securities or other property of the Company that may be issued in respect of, in exchange for or in substitution of Class B common units, by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Section 2.06. Removal of Impediments to Exchange. The Company and Evolent Health, Inc. shall use reasonable best efforts to remove any impediment that in the good faith judgment of the Company and Evolent Health, Inc. would cause any Exchange to be prohibited by applicable law or regulation or that would cause any Exchange to violate any contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking to which the Company or Evolent Health, Inc. is subject.

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ARTICLE 3

TRANSFER RESTRICTIONS

Section 3.01. General Restrictions on Transfer. (a) Each Class B Member understands and agrees that the Class A Shares received by such Class B Member in any Exchange (any such Class A Shares, “Restricted Class A Shares”) may not be transferred except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b) Without limitation of Section 3.01(a), each Class B Member understands and agrees that, unless exchanged pursuant to an effective registration statement under the Securities Act, the Restricted Class A Shares are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Class B Member agrees that it shall not Transfer any Restricted Class A Shares (or solicit any offers in respect of any Transfer of any Restricted Class A Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(c) Any attempt to transfer any Restricted Class A Shares not in compliance with this Agreement shall be void ab initio, and Evolent Health, Inc. shall not, and shall cause any transfer agent not to, give any effect in Evolent Health, Inc.’s stock records to such attempted transfer.

Section 3.02. Legends. (a) In addition to any other legend that may be required, subject to Section 3.02(b), each certificate for Restricted Class A Shares issued to a Class B Member (or any of such Class B Member’s Permitted Transferees) shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

(b) If any Restricted Class A Share is eligible to be sold pursuant to Rule 144(b)(1) under the Securities Act (or any successor provision), upon the written request of the holder thereof, accompanied (if Evolent Health, Inc. shall so request) by an opinion of counsel reasonably acceptable to Evolent Health, Inc., Evolent Health, Inc. shall issue to such holder a new certificate evidencing such Restricted Class A Share without the legend required by Section 3.02(a) endorsed thereon.

Section 3.03. Permitted Transferees. Subject to this Article 3, each Class B Member acquiring Restricted Class A Shares may at any time transfer any or all of its Restricted Class A Shares to one or more of its Permitted Transferees or to any other Person in a transaction not in contravention of, and in accordance with, the Operating Agreement, so long as the transfer to such transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws.

ARTICLE 4

OTHER AGREEMENTS; MISCELLANEOUS

Section 4.01. Expenses. Each party hereto shall bear its own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated, except that Evolent Health, Inc. shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange and Evolent Health, Inc. shall promptly cooperate in all filings required to be made under the Hart-Scott-Rodino

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Antitrust Improvement Act of 1976, as amended, in connection with any Exchange (but Evolent Health, Inc. shall not be obligated to bear, and shall be reimbursed by the applicable Class B Member for, the expenses of any such filing or of any information request from any Governmental Entity relating thereto); provided, however, that if any certificate is to be issued pursuant to Section 2.01(d)(v) in a name other than that of the Class B Member that requested the Exchange, then the Person or Persons requesting the issuance thereof shall pay to Evolent Health, Inc. the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of Evolent Health, Inc. that such tax has been paid or is not payable.

Section 4.02. Notices. All notices, requests, consents and other communications hereunder (each, a “Notice”) to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 4.02), email or nationally recognized overnight courier, addressed to such party at the address, facsimile number or email address set forth in Exhibit A hereto, or below with respect to Evolent Health, Inc., or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

if to Evolent Health, Inc., to:

800 N. Glebe Road, Suite 500

Arlington, VA 22203

Telephone: (571) 389-6056

Facsimile: (571) 389-6001

Attention: Jonathan Weinberg

E-mail: JWeinberg@evolenthealth.com

with a copy (which shall not constitute notice to Evolent Health, Inc.) to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Telephone: (212) 474-1000

Facsimile: (212) 474-3700

Attention: William V. Fogg

E-mail: wfogg@cravath.com

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 4.02, if sent prior to 10:00 p.m. New York City time and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 4.03. Permitted Transferees. To the extent that a Class B Member (or an applicable Permitted Transferee of such Class B Member) validly transfers after the date hereof any or all of its Class B common units and corresponding Class B Shares to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the Operating Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to Evolent Health, Inc. Upon execution of any such joinder, such transferee shall, with respect to such transferred Class B common units and Class B Shares, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all of the rights and bound by each of the obligations with respect to Class B common units and Class B Shares that were not so transferred.

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Section 4.04. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 4.05. Counterparts. This Agreement may be executed (including by facsimile transmission with counterpart pages) in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all parties need not sign the same counterpart.

Section 4.06. Entire Agreement; No Third Party Beneficiaries. This Agreement together with the Operating Agreement, Stockholders Agreement and Registration Rights Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their Permitted Transferees, any rights or remedies hereunder.

Section 4.07. Further Assurances. Each party hereto shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by any other party hereto to give effect to and carry out the transactions contemplated herein.

Section 4.08. Dispute Resolution. The provisions of Article 13 of the Operating Agreement are hereby incorporated herein in their entirety.

Section 4.09. Governing Law. This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of New York without regard to conflicts of law principles thereof.

Section 4.10. Consent to Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York. Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding. Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of Notices pursuant to Section 4.02. Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided Notice in accordance with the methods specified in Section 4.02) in any suit, action or proceeding brought in such courts.

Section 4.11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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Section 4.12. Amendments; Waivers. (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved by a majority of the board of directors of Evolent Health, Inc. (including in such majority at least one director designee of each of The Advisory Board, TPG and UPMC for so long as such stockholder has the right to designate at least one director to such board pursuant to the Stockholders Agreement), the Company and each of The Advisory Board and TPG (only to the extent they hold any Class B common units) and their respective Permitted Transferees.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.13. Assignment. Except as contemplated by Section 4.03 and except that the rights to have a legend removed from a certificate representing Restricted Class A Shares in accordance with Section 3.02(b) shall be deemed automatically assigned in connection with any transfer not prohibited hereunder, neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, assigns and Permitted Transferees.

Section 4.14. Tax Treatment. The parties to this Agreement intend that this Agreement shall be treated as part of the partnership agreement of the Company pursuant to Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. Except as otherwise required by an applicable change in law: (a) the parties shall report an Exchange consummated hereunder as a taxable sale of Class B common units by a Class B Member to Evolent Health, Inc., in which sale the consideration shall be the Class A Shares and any related payments made to such party under the Tax Receivables Agreements; and (b) no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

Section 4.15. Effective Date. This Agreement shall become effective upon the IPO and shall be of no force and effect prior to the IPO.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

EVOLENT HEALTH, INC.

By:

Name:

Title:

EVOLENT HEALTH LLC

By:

Name:

Title:

[Signature Page to Exchange Agreement]

TPG EAGLE HOLDINGS, L.P.

By:

Name:

Title:

[Signature Page to Exchange Agreement]

THE ADVISORY BOARD COMPANY

By:

Name:

Title:

[Signature Page to Exchange Agreement]

PTOLEMY CAPITAL, LLC

By:

Name:

Title:

[Signature Page to Exchange Agreement]

Exhibit A

	Immediately Following IPO
	Number of Class B Common Units Owned	Number of Class B Shares Owned
Name and Address of Class B Member TPG Eagle Holdings, L.P. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Facsimile: (817) 871-4001 The Advisory Board Company 2445 M Street, NW Washington, D.C. 20037 Facsimile: (202) 266-5700 Ptolemy Capital, LLC 1250 Prospect St, Suite 200 La Jolla, California 92037 Attention: Michael R. Stone Facsimile: (858) 551-1175

EX-10.6

Exhibit 10.6

EVOLENT HEALTH HOLDINGS, INC

AND

EVOLENT HEALTH LLC

AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENT

TABLE OF CONTENTS

		Page
1.	Definitions		2
2.	Registration Rights		10
3.	Information Rights		23
4.	Rights to Future Stock Issuances		25
5.	Additional Covenants		27
6.	Voting Provisions Regarding the Boards of Directors		32
7.	Management Liquidity		34
8.	Drag-Along Right		36
9.	Agreement Among the Companies, the Investors and the Key Holders		44
10.	Prohibited Transfers		50
11.	Legend		51
12.	Lock-Up; IPO Exchange Right		52
13.	Term		53
14.	Miscellaneous		54

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AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED MASTER INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of January 6, 2014 (“Effective Date”), by and among Evolent Health Holdings, Inc., a Delaware corporation, (the “Corporation”), Evolent Health LLC (the “LLC”), and together with the Corporation, the “Companies”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders of the Corporation listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Series B Purchase Agreement) that become a party to this Agreement in accordance with Section 14.7 hereof.

RECITALS

WHEREAS, the Companies and certain Investors (the “Existing Investors”) are parties to the Series B Preferred Security Purchase Agreement of September 23, 2013 (the “Series B Purchase Agreement”);

WHEREAS, the Corporation and certain Investors (the “Common/B-1 Investors”) are parties to (1) those certain Series B-1 Preferred Security Purchase Agreements or (2) that certain Common Stock Purchase Agreement, each of even date herewith (the “Common/B-1 Purchase Agreements”);

WHEREAS, the Companies, the Existing Investors and the Key Holders are parties to that certain Master Investors’ Rights Agreement, dated as of September 23, 2013 (the “Prior Agreement”); WHEREAS, it is a condition to the consummation of the transactions contemplated by the Common/B-1 Purchase Agreements, that each Common/B-1 Investor enter into and be bound by this Agreement;

WHEREAS, the Companies and Existing Investors desire to enter into this Agreement to amend, restate and replace their rights and obligations under the Prior Agreement with the rights and obligations set forth in this Agreement, and Section 14.6 of the Prior Agreement provides that any provision of the Prior Agreement may be amended by the written consent of the LLC Board of Directors and each of the Significant Securityholders (as defined herein);

WHEREAS, the LLC and the Significant Securityholders have each consented to the amendment and restatement of the Prior Agreement in its entirety, as more fully set forth herein; and

WHEREAS, the Investors and the Companies hereby agree that this Agreement shall govern the rights of the Investors to cause a successor to the LLC to register shares of Common Stock issuable to the Investors, to receive certain information from the Companies, and to participate in future equity offerings by the Companies, and shall govern certain other matters as set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1. “ABCO” mean The Advisory Board Company, a Delaware corporation.

1.2. “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any private equity or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.3. “BC/BS Company” has the meaning ascribed to such term in Section 1.43 hereof.

1.4. “Business Day” means each day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.

1.5. “Change of Control” has the meaning ascribed to a “Change of Control Transaction” in the Restated Certificate.

1.6. “Common/B-1 Investor” has the meaning ascribed to such term in the Recitals.

1.7. “Common/B-1 Purchase Agreement” has the meaning ascribed to such term in the Recitals.

1.8. “Common Securities” means Common Stock and Common Units.

1.9. “Common Stock” means shares of the Corporation’s common stock, par value $0.001 per share.

1.10. “Common Units” means the LLC’s common units.

1.11. “Company Notice” means written notice from the Corporation or the LLC, as applicable, notifying the selling Securityholders that the Corporation or the LLC, as applicable, intends to exercise its Right of First Refusal as to some or all of the Transfer Securities with respect to any Proposed Securityholder Transfer.

1.12. “Consolidated Amount” means, with respect to the number of Shares held by any Person at a given time, the sum of (i) the number of LLC Capital Units plus (ii) the number of shares of Corporation Capital Stock owned of record by such Person, in each case assuming full conversion and/or exercise, as applicable, of all Preferred Units, Preferred Stock and other Derivative Securities owned of record by such Person.

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1.13. Consolidated Ownership Percentage shall mean, with respect to a Major Investor, an amount equal to the quotient determined by dividing (i) the Consolidated Amount of Shares held by such Major Investor by (ii) the sum of (A) the total number of Common Units of the LLC then outstanding (assuming the full conversion and/or exercise, as applicable, of all Preferred Units and other Derivative Securities of the LLC) plus (B) the total number of shares of Common Stock issuable upon conversion or exercise of the then outstanding Derivative Securities of the Corporation (not including the then outstanding Preferred Stock).

1.14. “Corporation Board of Directors” means the board of directors of the Corporation.

1.15. “Corporation Capital Stock” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of outstanding stock options, warrants or other convertible securities of the Corporation.

1.16. “Corresponding Shares” means, (a) with respect to Common Units, shares of Common Stock, (b) with respect to Series A Preferred Units, shares of Series A Preferred Stock, (c) with respect to Series B Preferred Units, shares of Series B Preferred Stock, (d) with respect to Series B-1 Preferred Units, shares of Series B-1 Preferred Stock, and (e) with respect to any additional class or series of LLC Capital Units, the additional class or series of Corporation Capital Stock having rights, preferences and privileges that correspond to such additional class or series of LLC Capital Units (it being understood that the terms of any such any additional class or series of LLC Capital Units and Corporation Capital Stock shall be reflected in an amendment to this Agreement, the Operating Agreement, the Restated Charter and/or any other applicable agreement which shall specify the Corresponding Units associated with such Corresponding Shares, in each case, approved in accordance with the terms thereof and hereof, as applicable).

1.17. “Corresponding Units” means, (a) with respect to Common Stock, units of Common Units, (b) with respect to Series A Preferred Stock, units of Series A Preferred Units, (c) with respect to Series B Preferred Stock, units of Series B Preferred Units, (d) with respect to Series B-I Preferred Stock, units of Series B-1 Preferred Units, and (e) with respect to any additional class or series of Corporation Capital Stock, the additional class or series of LLC Capital Units having rights, preferences and privileges that correspond to such additional class or series of Corporation Capital Stock (it being understood that the terms of any such any additional class or series of LLC Capital Units and Corporation Capital Stock shall be reflected in an amendment to this Agreement, the Operating Agreement, the Restated Charter and/or any other applicable agreement which shall specify the Corresponding Shares associated with such Corresponding Units, in each case, approved in accordance with the terms thereof and hereof, as applicable).

1.18. “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the

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Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Corporation, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.19. “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Shares, including options and warrants.

1.20. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.21. “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Corporation or a subsidiary pursuant to a stock incentive, stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.22. “Existing Investor” has the meaning ascribed to such term in the Recitals.

1.23. “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.24. “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Corporation with the SEC.

1.25. “GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

1.26. “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.27. “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

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1.28. “Implied Equity Valuation” means the product obtained by multiplying (a) the quotient obtained by dividing (i) the Fair Market Value determined pursuant to Section 8.3 by (ii) the number of Shares purchased from the Selling Significant Securityholder pursuant to Section 8.3 by (b) the sum of (A) the total number of Common Units of the LLC then outstanding (assuming the full conversion and/or exercise, as applicable, of all Preferred Units and other Derivative Securities of the LLC) plus (B) the total number of Common Stock issuable upon conversion or exercise of the then outstanding Derivative Securities of the Corporation (not including the then outstanding Preferred Stock).

1.29. “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.30. “Investor Notice” means written notice from an Investor notifying the Corporation, the LLC and the selling Securityholder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Securities with respect to any Proposed Securityholder Transfer.

1.31. “Investors” means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Section 14.7, each person who hereafter becomes a signatory to this Agreement pursuant to Section 14.7, and any one of them, as the context may require.

1.32. “IPO” means the Corporation’s first underwritten public offering of its Common Stock under the Securities Act.

1.33. “Key Holder Registrable Securities” means (i) the shares of Common Stock held by the Key Holders (including any shares of Common Stock issued upon conversion of Preferred Stock), and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

1.34. “Key Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 14.7, each person who hereafter becomes a signatory to this Agreement pursuant to Section 14.7, and any one of them, as the context may require.

1.35. “LLC Board of Directors” means the board of directors of the LLC.

1.36. “LLC Capital Units” means (a) Common Units and Preferred Units (whether now outstanding or hereafter issued in any context), (b) Common Units issued or issuable upon conversion of Preferred Units and (c) Common Units issued or issuable upon exercise or conversion, as applicable, of unit options, warrants or other convertible securities of the LLC.

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1.37. “Major Investor” means (i) each Significant Securityholder, and (ii) each other Investor designated as a “Major Investor” by mutual agreement of all of the Significant Securityholders.

1.38. “New Securities” means, collectively, equity securities of the LLC, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.39. “Operating Agreement” means the Second Amended and Restated Operating Agreement of the LLC, as may be amended from time to time.

1.40. “Original Issue Price” with respect to the Preferred Units, has the meaning ascribed to such term in the Operating Agreement, and with respect to the Preferred Stock, has the meaning ascribed to such term in the Restated Certificate.

1.41. “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.42. “Permitted Acquirer” has the meaning ascribed to such term in Section 10.4(b) hereof.

1.43. “Precluded Acquirer” means any of the following: Cigna Corporation, UnitedHealth Group Incorporation, Aetna Inc., any Person conducting business as a “Blue Cross” or “Blue Shield” franchisee (a “BC/BS Company”), or any Person at the time offering a health insurance plan within the Commonwealth of Pennsylvania or any Affiliates of, or any successors to, any of the foregoing.

1.44. “Preferred Securities” means Preferred Stock and/or Preferred Units.

1.45. “Preferred Stock” means, collectively, all shares of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock.

1.46. “Preferred Units” means, collectively, all Series A Preferred Units, Series B Preferred Units and Series B-1 Preferred Units.

1.47. “Proposed Securityholder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Securities (or any interest therein) proposed by any of the Securityholders.

1.48. “Proposed Transfer Notice” means written notice from a Securityholder setting forth the terms and conditions of a Proposed Securityholder Transfer.

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1.49. “Prospective Transferee” means any person to whom a Securityholder proposes to make a Proposed Securityholder Transfer.

1.50. “Qualified Public Offering” means a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of proceeds to a successor to the LLC as contemplated by, and in accordance with Section 12.3, net of the underwriting discount and commissions, at a price per share of at least three (3) times the Original Issue Price of the Series B Preferred Units (as appropriately adjusted for stock splits, stock dividends, the transactions contemplated by Section 12.3 hereof, and the like).

1.51. “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock (including Common Stock or Preferred Stock issuable to holders of LLC Capital Units pursuant to the application of Section 12.3 hereof); (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion, exchange and/or exercise of any other securities of the Companies, acquired by the Investors after the date hereof (including pursuant to Section 12.3 hereof); (iii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Sections 2.1, 2.10, 3.1, 3.2, 4.1 and 14.6; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 14, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.12 of this Agreement.

1.52. “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities (as determined in accordance with the definition thereof, including by taking into account, if applicable, the proviso in subclause (iii) of such definition) and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities or directly or indirectly pursuant to Section 12.3 hereof that are Registrable Securities (as determined in accordance with the definition thereof, including by taking into account, if applicable, the proviso in subclause (iii) of such definition).

1.53. “Relative Ownership Percentage” shall mean, with respect to a Major Investor who is a Fully Exercising Investor and has elected to purchase unsubscribed-for securities, the percentage determined by dividing (i) the Consolidated Amount of Shares held by such Major Investor by (ii) the Consolidated Amount of Shares held by all Fully Exercising Investors who have elected to purchase such unsubscribed-for securities.

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1.54. “Restated Certificate” means the Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time.

1.55. “Restricted Securities” means the securities of the Companies required to bear the legend set forth in Section 2.11(b) hereof.

1.56. “Right of Co-Sale” means the right, but not an obligation, of an Investor to participate in a Proposed Securityholder Transfer on the terms and conditions specified in the Proposed Transfer Notice.

1.57. “Right of First Refusal” means the right, but not the obligation, of the Corporation or the LLC, as applicable, or its permitted transferees or assigns, to purchase some or all of the Transfer Securities with respect to a Proposed Securityholder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.

1.58. “SEC” means the Securities and Exchange Commission.

1.59. “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.60. “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.61. “Secondary Notice” means written notice from the Corporation or the LLC notifying the Investors and the selling Key Holder that the Corporation or the LLC, as applicable, does not intend to exercise its Right of First Refusal as to all of the Transfer Securities with respect to a Proposed Securityholder Transfer.

1.62. “Secondary Refusal Right” means the right, but not the obligation, of each Investor to purchase up to its pro rata portion (based upon the percentage represented by the Consolidated Amount of Shares held by such Investor divided by the Consolidated Amount of Shares then held by all Investors) of any Transfer Securities not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

1.63. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.64. “Securityholder” means any Holder, Key Holder or Investor.

1.65. “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Corporation as provided in Section 2.6.

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1.66. “Series A Preferred Stock” means shares of the Corporation’s Series A Preferred Stock, par value $0.001 per share.

1.67. “Series A Preferred Unit” has the meaning ascribed to such term in the Operating Agreement.

1.68. “Series B Preferred Stock” means shares of the Corporation’s Series B Preferred Stock, par value $0.001 per share.

1.69. “Series B Preferred Unit” has the meaning ascribed to such term in the Operating Agreement.

1.70. “Series B-1 Preferred Stock” means shares of the Corporation’s Series B-1 Preferred Stock, par value $0.001 per share.

1.71. “Series B-1 Preferred Unit” has the meaning ascribed to such term in the Operating Agreement.

1.72. “Series B Purchase Agreement” has the meaning ascribed to such term in the Recitals.

1.73. “Shares” shall mean and include any capital stock or capital units (excluding, for the avoidance of doubt, warrants, options and other derivative securities) of either of the Companies, including without limitation, all shares of Common Securities and Preferred Securities, by whatever name called, now owned or subsequently acquired by a Securityholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. When reference is made to a number of Shares, such number shall assume full conversion of all Preferred Securities.

1.74. “Shelf Registration” means a Registration effected pursuant to Section 2.1(c).

1.75. “Shelf Registration Statement” means a Registration Statement of the Corporation filed with the SEC on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the Registrable Securities, as applicable.

1.76. “Significant Securityholder” means each of UPMC, ABCO and TPG, so long as such Investor, individually or together with each such Investor’s Affiliates, holds at least ten percent (10%) of the Shares owned by such Investor immediately after giving effect to the transactions contemplated by the Series B Purchase Agreement (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like).

1.77. “TPG” means TPG Growth II, L.P.

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1.78. “Transfer Securities” means Shares owned by a Securityholder, or issued to a Securityholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).

1.79. “Undersubscription Notice” means written notice from an Investor notifying the Corporation and/or the LLC, as applicable, and the selling Securityholder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Securities not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

1.80. “Unitholder” means any holder of LLC Capital Units.

1.81. “UPMC” means UPMC.

1.82. “Vested Common Securities” means any Common Securities no longer subject to the repurchase option of the Corporation and/or the LLC, as applicable, on the date of any closing pursuant to Section 7.3.

1.83. “Voting Preferred Securities” means Voting Preferred Stock and/or Voting Preferred Units.

1.84. “Voting Preferred Stock” means, collectively, all shares of Series A Preferred Stock and Series B Preferred Stock.

1.85. “Voting Preferred Units” means, collectively, all Series A Preferred Units and Series B Preferred Units.

1.86. “Voting Shares” means all Shares, other than shares of Series B-1 Preferred Syock and Series B-1 Preferred Units.

2. Registration Rights. The LLC covenants and agrees as follows:

2.1. Demand Registration.

(a) Form S-1 Demand. If at any time (i) after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the LLC receives from Holders of twenty percent (20%) of the Registrable Securities then outstanding, a request that the corporate successor to the LLC contemplated by Section 12.3 hereof (such entity, which prior to its formation shall mean the LLC, the “IPO Corporation”) file a Form S-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15,000,000) or (ii) after September 21, 2016, the IPO Corporation receives from Holders of Registrable Securities, including at least one of the Significant Securityholders, a request that the IPO Corporation file a Form S-1 registration statement with respect to an offering which would

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constitute a Qualified Public Offering then the IPO Corporation shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the IPO Corporation within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(d) and Section 2.3.

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement (the “S-3 Eligibility Date”), the IPO Corporation receives a request from Holders that the IPO Corporation file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the IPO Corporation shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the IPO Corporation within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(d) and Section 2.3.

(c) Shelf Registration.

(i) Promptly following the S-3 Eligibility Date, the IPO Corporation shall notify, in writing, the Investors of such eligibility and its intention to file and maintain a Shelf Registration Statement on Form S-3 covering the Registrable Securities held by the Investors (the “Eligibility Notice”). Promptly following receipt of such Eligibility Notice (but in no event more than ten (10) days after receipt of such Eligibility Notice), the Investors shall deliver a written notice to the IPO Corporation, which notice shall specify the aggregate amount of Registrable Securities held by such Investor to be covered by such Shelf Registration Form and the intended methods of distribution thereof (the “S-3 Shelf Notice” and such Investors, the “Initial S-3 Holders”). Following delivery of the S-3 Shelf Notices, the IPO Corporation (A) shall file promptly (and, in any event, within the earlier of (x) thirty (30) days of receipt of the S-3 Shelf Notices and (y) forty (40) days after delivery of the Eligibility Notice) with the SEC such Shelf Registration relating to the offer and sale of all Registrable Securities requested for inclusion therein by the Initial S-3 Holders and (B) shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be promptly declared effective under the Securities Act.

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(ii) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated only by an Investor (an “Initiating Shelf Take-Down Holder”).

(iii) If the Initiating Shelf Take-Down Holder elects by written request to the IPO Corporation, a Shelf Take-Down shall be in the form of an underwritten offering (an “Underwritten Shelf Take-Down Notice”), the IPO Corporation shall amend or supplement the Shelf Registration Statement for such purpose as soon as practicable. Such Initiating Shelf Take-Down Holder shall have the right to select the managing underwriter or underwriters to administer such offering.

(iv) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the IPO Corporation and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), promptly upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the IPO Corporation shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Initial S-3 Holders who own Registrable Securities registered under the applicable Shelf Registration (the “Shelf Holders”) (other than the Initiating Shelf Take-Down Holder), and the IPO Corporation shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf Registration Statement for which the IPO Corporation has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Shelf Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within three (3) Business Days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered.

(d) Notwithstanding the foregoing obligations, if the IPO Corporation furnishes to Holders requesting a registration pursuant to this Section 2.1, or, if a Shelf Registration is effective, any Initiating Holder or Shelf Holders with respect thereto who continue to have Registrable Securities registered thereby, a certificate signed by the IPO Corporation’s chief executive officer stating that in the good faith judgment of the IPO Corporation’s Board of Directors it would be materially detrimental to the IPO Corporation and its stockholders for such registration statement to become effective or for sales of Registrable Securities to be sold under such registration statement, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the IPO Corporation; (ii) require premature disclosure of material information that the IPO Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the IPO Corporation unable to comply with requirements under the Securities Act or Exchange Act, then the IPO Corporation shall have the right to defer taking action with respect to such filing or, in the case of an effective Shelf Registration, to require the Shelf Holders with respect thereto to temporarily cease any sales thereunder, and any time periods with respect to filing or

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effectiveness thereof shall be tolled correspondingly or, in the case of an effective Shelf Registration, any sales thereunder shall temporarily not be made, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the IPO Corporation may not invoke this right more than once in any twelve (12) month period; and provided further that the IPO Corporation shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration.

(e) The IPO Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the IPO Corporation’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, an IPO Corporation-initiated registration, provided, that the IPO Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the IPO Corporation has effected two (2) registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The IPO Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (i) during the period that is thirty (30) days before the IPO Corporation’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, an IPO Corporation-initiated registration, provided, that the IPO Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the IPO Corporation has effected two (2) registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. The IPO Corporation shall not be obligated to effect, or to take any action to effect, any Marketed Underwritten Shelf Take-Down if the IPO Corporation has effected two Marketed Underwritten Shelf Take-downs within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(e).

2.2. Corporation Registration. If the IPO Corporation proposes to register (including, for this purpose, a registration effected by the IPO Corporation for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the IPO Corporation shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the IPO Corporation, the IPO Corporation shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The IPO

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Corporation shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the IPO Corporation in accordance with Section 2.6.

2.3. Underwriting Requirements.

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the IPO Corporation as a part of their request made pursuant to Section 2.1, and the IPO Corporation shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders and shall be reasonably acceptable to the IPO Corporation, provided if the underwriting is with respect to the IPO, the board of directors of IPO Corporation shall select the underwriter(s) who shall be a nationally, recognized investment bank with material, relevant experience in the sector. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the IPO Corporation as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; provided, further, that, in the case of the IPO, the shares of Common Stock offered by the IPO Corporation shall not be reduced below the number of shares that is necessary for the IPO to constitute a Qualified Public Offering. The initial offering price of the IPO shall be determined by the board of directors of the IPO Corporation provided that such price will be within the guidance provided to such board by the lead underwriter(s) of the IPO.

(b) In connection with any offering involving an underwriting of shares of the Common Stock pursuant to Section 2.2, the IPO Corporation shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the IPO Corporation and its underwriters (subject to Section 2.3(a) above), and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the

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success of the offering by the IPO Corporation. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the IPO Corporation) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the IPO Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the IPO Corporation in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4. Obligations of the IPO Corporation. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the IPO Corporation shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common

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Stock (or other securities) of the IPO Corporation, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended, as necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the IPO Corporation shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the IPO Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the IPO Corporation are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the IPO Corporation, and cause the IPO Corporation’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in

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each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the IPO Corporation receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the IPO Corporation amend or supplement such registration statement or prospectus.

In addition, the IPO Corporation shall ensure that, at all times after any registration statement covering a public offering of securities of the IPO Corporation under the Securities Act shall have become effective, its insider trading policy shall provide that the IPO Corporation’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5. Furnish Information. It shall be a condition precedent to the obligations of the IPO Corporation to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the IPO Corporation such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6. Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the IPO Corporation; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the IPO Corporation; provided, however, that the [PO Corporation shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the IPO Corporation from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

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2.7. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8. Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the IPO Corporation will indemnify and hold harmless: each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the IPO Corporation will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the IPO Corporation, which consent shall not be unreasonably withheld, nor shall the IPO Corporation be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless: the IPO Corporation, and each of its directors; each of its officers who has signed the registration statement; each Person (if any), who controls the IPO Corporation within the meaning of the Securities Act; legal counsel and accountants for the IPO Corporation; any underwriter (as defined in the Securities Act); any other Holder selling securities in such registration statement; and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the IPO Corporation and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering

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received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the

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public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, net of all Selling Expenses incurred by such Holder in such registration, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) (Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the IPO Corporation and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9. Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the IPO Corporation to the public without registration or pursuant to a registration on Form S-3, the Corporation shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the IPO Corporation for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the IPO Corporation under the Securities Act and the Exchange Act (at any time after the IPO Corporation has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the IPO Corporation that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Corporation for the IPO), the Securities Act, and the Exchange Act (at any time after the IPO Corporation has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the IPO Corporation so qualifies); (ii) a copy of the most recent annual or quarterly report of the IPO Corporation and such other reports and documents so filed by the IPO Corporation; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such

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securities without registration (at any time after the IPO Corporation has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Corporation so qualifies to use such form).

2.10. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the IPO Corporation shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the IPO Corporation that would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 14.7. In addition, from and after the date of this Agreement, the LLC shall not, without the prior written consent of each of the Significant Securityholders, effect any offering of its securities which is registered under the Securities Act.

2.11. Restrictions on Transfer.

(a) The Preferred Securities, the Common Securities issuable upon conversion of the Preferred Securities and the Registrable Securities shall not be sold, pledged, or otherwise transferred (any of the foregoing, a “Transfer”), and the Companies and the IPO Corporation shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such Transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Securities, the Common Securities issuable upon conversion of the Preferred Securities and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. It is acknowledged and agreed that the grant of a proxy (other than as expressly contemplated in Section 8.6) or deposit into a voting trust, or other transfer of an interest in any Registrable Securities, constitutes a Transfer for purposes of this Agreement.

(b) Each certificate or instrument representing (i) the Preferred Securities or the Common Securities issuable upon conversion of the Preferred Securities, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.11(c)) be stamped or otherwise imprinted with legends substantially in the form set forth in Section 11:

The Holders consent to the Companies and the IPO Corporation making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.11.

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(a) Each holder of Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2.11. Before any proposed Transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Corporation or the LLC, as applicable based on which entity issued such Restricted Securities, of such Holder’s intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail and, if reasonably requested by the Corporation or the LLC, as applicable, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Corporation or the LLC, as applicable, addressed to the Corporation or the LLC, as applicable, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed Transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Corporation or the LLC, as applicable, to the effect that the proposed Transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities, subject to the other terms and conditions of this Agreement, including Sections 9 and 10 hereof, shall be entitled to Transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Corporation or the LLC, as applicable. The Corporation or the LLC, as applicable, will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 2.11. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.11(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Corporation or the LLC, as applicable, such legend is not required in order to establish compliance with any provisions of the Securities Act.

2.12. Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of:

(a) the closing of a Change of Control following which the Holders no longer hold Registrable Securities;

(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s Registrable Securities without limitation during a three-month period without registration; and

(c) the fifth anniversary of the IPO.

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3. Information Rights.

3.1. Delivery of Financial Statements. Each of the LLC and the Corporation shall deliver to each Major Investor:

(a) as soon as practicable, but in any event within sixty (60) days after the end of each fiscal year of the Corporation or the LLC, as applicable, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Corporation or the LLC, as applicable;

(b) as soon as practicable, but in any event within fifteen (15) days after the end of each of the first three (3) quarters of each fiscal year of the LLC, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c) as soon as practicable, but in any event within fifteen (15) days of the end of each month, an unaudited income statement and statement of cash flows of the LLC for such month, and an unaudited balance sheet and statement of stockholders’ equity of the LLC as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(d) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the LLC for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Corporation or the LLC, as applicable;

(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Corporation or the LLC as any Major Investor may from time to time reasonably request; provided, however, that neither the Corporation nor the LLC shall be obligated under this Section 3.1 to provide information (i) that the LLC reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement (to the extent that the confidentiality covenant set forth in Section 3.4 hereof is reasonably determined by the LLC to be inadequate or inapplicable to protect such information) in form reasonably acceptable to the LLC), and provided, that the right set forth in this clause (i) of the Corporation or the LLC, as applicable, to withhold information shall not apply to information that the Corporation or the LLC, as applicable, is expressly obligated to provide to a Significant Securityholder pursuant to this Section 3.1, except to the extent

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such information was provided during a portion of a meeting of the Corporation Board or the LLC Board where a Designee of such Significant Securityholder recused himself or herself because of a conflict of interest or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Corporation or the LLC and its counsel (in which case, the Corporation or the LLC shall provide such information to such Major Investor’s designee, if any, to the Corporation Board or the LLC Board, as applicable). The Companies shall promptly notify each Major Investor of any pending or threatened litigation or other material claim involving the Companies.

If, for any period, the Corporation or the LLC has any subsidiary whose accounts are consolidated with its own, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of such entity and all such consolidated subsidiaries.

3.2. Inspection. The Companies shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Companies’ properties; examine their books of account and records; and discuss the Companies affairs, finances, and accounts with its officers, during normal business hours of the Companies as may be reasonably requested by the Major Investor; provided, however, that the Companies shall not be obligated pursuant to this Section 3.2 to provide access to any information (i) that the applicable Company reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement in form reasonably acceptable to the Corporation), and provided, that the right set forth in this clause (i) of the Corporation or the LLC, as applicable, to withhold information shall not apply to information that the Corporation or the LLC, as applicable, is expressly obligated to provide to a Significant Securityholder pursuant to this Section 3.2, except to the extent such information was provided during a portion of a meeting of the Corporation Board or the LLC Board where a Designee of such Significant Securityholder recused himself or herself because of a conflict of interest or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Companies and their counsel (in which case, the Companies shall provide such information to such Major Investor’s designee to the Corporation Board or the LLC Board, as applicable).

3.3. Termination of Information. The covenants set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect upon the earliest to occur of the following: (i) immediately before the consummation of the IPO, (ii) when the Corporation first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Change of Control pursuant to which the Holders no longer hold equity securities of the Companies.

3.4. Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Companies) any confidential information obtained from the Companies pursuant to the terms of this Agreement (including notice of the Corporation’s intention to file a registration statement) or provided by or on behalf of the Companies to such Investor

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prior to the Closing (as defined in the Series B Purchase Agreement or the applicable Common/B-1 Purchase Agreements, as the case may be) in connection with the negotiation of the transactions contemplated by the Series B Purchase Agreement or the applicable Common/B-1 Purchase Agreements, as the case may be, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Companies’ confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Companies; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Companies; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, including, without limitation, to the extent required in periodic disclosures or for regulatory purposes, provided that the Investor promptly notifies the Corporation of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

3.5. Fiscal Year. Each Investor agrees that the fiscal year of each of the Corporation and the LLC shall end on December 31.

4. Rights to Future Stock Issuances.

4.1. Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the LLC proposes to offer or sell any New Securities, the LLC shall first offer such New Securities to (a) each Major Investor and (b) the Corporation, if applicable, in accordance with Section 4.2. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners and members; provided that, as a condition to the purchase of any such New Securities, any such Affiliate shall execute and deliver a counterpart of this Agreement or a joinder agreement by which it becomes a party to, and bound by this Agreement, and to become an “Investor” under the Agreement.

(a) The LLC shall give notice (the “Offer Notice”) to each Major Investor and to the Corporation, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the LLC within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at

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the price and on the terms specified in the Offer Notice, up to an amount equal to the total of such New Securities multiplied by such Major Investor’s Consolidated Ownership Percentage; provided that each Major Investor may elect to cause the Corporation to purchase, all or any portion of the New Securities such Major Investor is entitled to purchase, by so providing in its notice to the LLC. At the expiration of such twenty (20) day period, the LLC shall thereupon promptly notify each Major Investor that elects to purchase or acquire, directly or indirectly, all the securities available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. Then during the ten (10) day period commencing on the delivery of such notice, each Fully Exercising Investor may, by giving notice to the LLC elect to purchase or acquire, in addition to the number of New Securities specified above, up to an amount equal to the total of such New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors multiplied by such Major Investor’s Relative Ownership Percentage. The foregoing re-allocation of not subscribed for New Securities shall be done successively until either all such not subscribed for New Securities have been allocated to a Major Investor or no Major Investor is seeking subscription to an additional number of such New Securities. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days of (i) the date that the Offer Notice is given and (ii) the date of initial sale of New Securities pursuant to Section 4.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the LLC may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the LLC does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Section 4.1.

(d) The right of first offer in this Section 4.1 shall not be applicable to (i) Exempt Securities (as defined in the Restated Certificate); (ii) Exempt Securities (as defined in the Operating Agreement); (iii) shares of Common Stock issued in the IPO; and (iv) IPO Converted Securities.

4.2. Indirect Purchase Rights. In the event that the LLC issues New Securities such that the terms of Section 4.1 are applicable, it is understood and agreed that if a Major Investor directs the Corporation to purchase all or any portion of the New Securities that it would have had the right to purchase under Section 4.1, the Corporation shall assume the rights and responsibilities of such Major Investor for the purposes of Section 4.1 with respect to such issuance. In connection with the purchase of such New Securities by the Corporation: (i) the Restated Certificate shall be amended to authorize the Corresponding Shares; (ii) the Major Investor directing the Corporation to purchase New Securities shall deliver to the Corporation the purchase price therefor on or prior to the date

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of closing pursuant to Section 4.1(b); and (iii) the Corporation shall issue to such Major Investor that number of Corresponding Shares as equals the number of New Securities purchased by the Corporation in accordance with such Major Investor’s direction.

4.3. Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon a Change of Control.

5. Additional Covenants.

5.1. Insurance. The Corporation and the LLC shall both use their commercially reasonable efforts to obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance and casualty insurance covering both the Corporation and the LLC, each in an amount and on terms and conditions satisfactory to each of the Major Investors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the all of the Major Investors mutually agree that such insurance should be discontinued. The key person policy shall name the Corporation or LLC, as applicable, as loss payee, and no such policy shall be cancelable by the Corporation or the LLC without prior approval by each of the Major Investors.

5.2. Employee Agreements. The Corporation and the LLC will cause each person now or hereafter employed by either of them or by any subsidiary (or engaged by the Corporation, the LLC or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement. In addition, the Corporation, the LLC and their subsidiaries shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between any such entity and any employee, without the consent of each of the Major Investors.

5.3. Employee Stock. Unless otherwise approved by each of the Significant Securityholders, the LLC shall not issue any equity securities to employees or consultants. Unless otherwise approved by the Corporation Board of Directors (or a committee authorized by the Corporation Board of Directors (together, the “Committee”)), all employees and consultants of the Corporation or the LLC who purchase, receive options to purchase, or receive awards of shares of the Corporation Capital Stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (a) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal installments over the following thirty-six (36) months, and (b) a lock-up provision substantially similar to that in Section 12. In addition, (c) unless otherwise approved by the Committee, the Corporation shall retain a “right of first refusal” on employee transfers until the Corporation’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock, and (d) unless otherwise approved by the Committee (including the ABCO Director in such majority), each such

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award shall be subject to pro rata dilution in the event of the issuance of additional shares of Common Stock to UPMC pursuant to the Second Amended and Restated Reseller, Services, And Non-Competition Agreement, dated as of June 27, 2013, by and between UPMC and the Corporation, as may be amended, restated and modified in accordance with its terms.

5.4. Board Matters. Unless otherwise determined by the vote of a majority of the directors of the Corporation then in office, meetings of the Corporation Board of Directors and the LLC Board of Directors shall be conducted jointly and shall be held at least four (4) times per year in accordance with an agreed-upon schedule. The Corporation and the LLC shall reimburse the nonemployee directors of the Corporation Board of Directors or the LLC Board of Directors for all reasonable out-of-pocket expenses incurred (including without limitation reasonable travel, lodging and meal expenses) in connection with attending meetings of the Corporation Board of Directors (and any committee thereof) or the LLC Board of Directors (or any committee thereof). If the LLC Board of Directors determines that the LLC has become involved in any matter regarding accountable care organizations, insurance or other regulated industries, the LLC Board of Directors shall cause to be established an LLC Board of Directors committee or advisory board structure that includes at least one (1) director designated by each Significant Securityholder to ensure the quality, timeliness and sufficiency of such activities by the LLC (the “Regulatory Committee”), and the Regulatory Committee shall make recommendations to the LLC Board of Directors regarding such activities. Any committee established by the Corporation Board of Directors or the LLC Board of Directors shall include at least one (1) director designated by each Significant Securityholder; provided, however, if the Corporation Board of Director or the LLC Board of Directors establishes a committee solely to review a transaction with one of the Significant Securityholders or the process for a possible transaction in which one of the Significant Securityholders indicates it is a potential counter-party to the Corporation or the LLC, then such Significant Securityholder shall not have the right to designate a director for inclusion on such committee.

5.5. Successor Indemnification. If either of the Companies or any of their respective successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of such Company assume the obligations of such Company with respect to indemnification of members of the Corporation Board of Directors or the LLC Board of Directors, as applicable, as in effect immediately before such transaction, whether such obligations are contained in the Operating Agreement of the LLC, the Corporation’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

5.6. Negative Covenants. Without the written consent of each of the Significant Securityholders, prior to the consummation of a Qualified Public Offering, the Corporation shall not:

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(a) Conduct any business operations or business activities of any kind, make or agree to make any expenditures, or effect or agree to effect any transaction, in each case, other than (i) ownership of equity interests of the LLC, (ii) as may be reasonably necessary or desirable to perform its obligations or exercise its rights under this Agreement, the Operating Agreement and/or the Restated Certificate;

(b) Authorize, issue or agree to authorize or issue any debt or equity securities or any securities convertible, exchangeable or exercisable for debt or equity securities other than (i) issuance of shares of Common Stock upon the conversion of shares of Preferred Stock, (ii) issuances of equity securities to employees or consultants of the LLC or its subsidiaries from the Corporation’s 2011 Equity Incentive Plan as in effect as of the date hereof or as its terms may be amended with the consent of each of the Significant Securityholders or pursuant to any successor or similar plan approved by each of the Significant Securityholders and, in each case, in accordance with Section 5.3 hereof (the “Stock Plans”), (iii) issuance of shares of Common Stock upon the exercise of employee equity grants outstanding on the date hereof or issued pursuant to the preceding clause (ii), (iv) issuance of securities pursuant to and in compliance with (A) Section 4.2 hereof in connection with the exercise by a Major Investor of its rights pursuant to Section 4.1 hereof and (B) Section 9.1 hereof in connection with the exercise by a Major Investor of its rights pursuant to Section 9.1 hereof or (v) issuances of securities in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof.

(c) Enter into any contract or agreement other than (i) this Agreement and such other agreements as may be required to comply with or exercise its rights pursuant to this Agreement, (including, without limitation, pursuant to Sections 4.1, 4.2, 5.1, 5.2, 5.3, 5.5, 7, 8 and 9 hereof) and the Operating Agreement, (ii) as may be required to effect a transaction permitted under Section 5.6(b), (iii) with respect to the retention of the auditor of the Corporation’s financial statements as contemplated by Section 3.1 hereof or the engagement of legal counsel, (iv) with respect to the purchase of insurance or in connection with the opening, maintenance or closure of any bank or investment account, (v) agreements with underwriters, financial printers, stock exchanges or automatic quotation systems and such other similar agreements as are, in each case, reasonable and customary in connection with the preparation for or consummation of a Qualified Public Offering or (vi) such other routine administrative contracts as do not give rise to material obligations and which are appropriate and reasonable for an entity which conducts business operations of the nature permitted to be conducted by the Corporation pursuant to Section 5.6(a).

(d) amend or repeal any provision of the Corporation’s certificate of incorporation, bylaws or other organizational documents (other than (i) as contemplated pursuant to and in compliance with Sections 4.2, 9.1 and/or 12.3 hereof and (ii) in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof);

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(e) increase the authorized number of shares of Common Stock or Preferred Stock (or any series thereof), other than as contemplated pursuant to and in compliance with Sections 4.2 and 9.1 hereof;

(f) redeem, retire, purchase or acquire, directly or indirectly, any shares of its capital stock (other than (i) repurchase of Common Stock at cost upon termination of employment or service and (ii) in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof);

(g) liquidate, dissolve or wind up the Corporation (including entering into any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation pursuant to Section 2(d) of the Restated Certificate) (other than in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof) or cause the bankruptcy or voluntarily insolvency of the Corporation;

(h) hire or otherwise employ at any time any employee of the Corporation;

(i) pay dividends with respect to any class of the Corporation’s capital stock (other than (i) dividends with respect to the Preferred Stock expressly contemplated by the Restated Certificate, (ii) from distributions made by the LLC pursuant to Sections 5.1, 5.2(d) or 5.3 of the Operating Agreement, (iii) a dividend of the LLC Capital Units held by the Corporation, (iv) dividends with respect to income earned from the investment of distributions made by the LLC (it being understood that such investments shall be made only to the extent permitted by this Agreement), and (v) in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof);

(j) make investments in or acquisitions of any Person other than investments in the LLC existing on the date hereof or made pursuant to Sections 4.2 and 9.1 hereof or investments of distributions made by the LLC into cash or money market accounts or similar investments, and sell assets of the Corporation other than in connection with a Sale of the Company pursuant to and in compliance with the terms of Section 8 hereof; and

(k) otherwise enter into or be a party to or permit any of its subsidiaries (other than the LLC) to enter into or be a party to any transaction with any Affiliate, director, officer, or employee of the Corporation or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, it being understood, however, that with respect to any Sale of the Company, the participation of (i) any Investor, including any Significant Securityholder, in the capacity of seller, and (ii) the Company or the Corporation, in the capacity of the target companies subject to such sale, will not constitute a transaction requiring the consent of Significant Securityholders under this paragraph (k) (whereas, alternatively, the participation of a Significant Securityholder

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or its Affiliates in the capacity of purchaser in a Sale of the Company would constitute a transaction requiring such consent under this subclause (k)).

5.7. Obligation to Convert. The Corporation and each Investor holding Preferred Stock shall vote, or provide written consent, as applicable, to convert its Preferred Stock into Common Stock in accordance with the terms of Section 3 of the Restated Certificate, and each Investor holding Preferred Units shall elect to convert its Preferred Units into Common Units in accordance with the terms of Section 2.4 of the Operating Agreement of the LLC, upon a request for such vote and election approved by both (i) holders of Voting Preferred Securities representing no less than 75% of the Consolidated Amount of all Voting Preferred Securities then outstanding and (ii) each Significant Securityholder.

5.8. Voting of LLC Capital Units by the Corporation. In connection with any vote to be taken by the Unitholders of the LLC, whether at a meeting or an action by written consent in lieu of a meeting, or otherwise, upon receipt of notice from the LLC with respect to such vote, the Corporation shall promptly deliver to each holder of outstanding Corporation Capital Stock notice of such vote, which notice shall (i) include any notice, information statement or other documents provided to the Corporation by the LLC with respect to such matter, (ii) state that the Corporation is obligated to vote its LLC Capital Units as directed by the holders of the outstanding Corporation Capital Stock (as set forth in this Section 5.8) and (iii) include a ballot or other instrument or mechanism for each holder to direct the Corporation how to vote with respect to the Corporation Capital Stock held by such holder. The Corporation shall vote the LLC Capital Units it holds in the following manner:

(a) Common Units held by the Corporation shall be voted as directed by the holders of outstanding Common Stock of the Corporation such that the percentage of the total number of Common Units held by the Corporation which will be voted in any particular manner or which shall abstain from voting shall be the same as the percentage of the total number of shares of Common Stock outstanding which are held by holders which, as applicable, direct the Corporation to vote in such manner or abstain from voting (including by failing to give the Corporation direction).

(b) Series A Preferred Units held by the Corporation shall be voted as directed by the holders of outstanding Series A Preferred Stock of the Corporation such that the percentage of the total number of Series A Preferred Units held by the Corporation which will be voted in any particular manner or which shall abstain from voting shall be the same as the percentage of the total number of shares of Series A Preferred Stock outstanding which are held by holders which, as applicable, direct the Corporation to vote in such manner or abstain from voting (including by failing to give the Corporation direction).

(c) Series B Preferred Units held by the Corporation shall be voted as directed by the holders of outstanding Series B Preferred Stock of the Corporation such that the percentage of the total number of Series B Preferred Units held by the

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Corporation which will be voted in any particular manner or which shall abstain from voting shall be the same as the percentage of the total number of shares of Series B Preferred Stock outstanding which are held by holders which, as applicable, direct the Corporation to vote in such manner or abstain from voting (including by failing to give the Corporation direction). Series B-1 Preferred Units held by the Corporation shall be nonvoting and shall not be voted on any matter except as required by applicable law.

(d) Where any Securityholder is obligated by the terms of this Agreement to vote its Shares in a certain manner, such obligation shall also require such Securityholder to give direction to the Corporation to vote the LLC Capital Units held by it, where applicable, in accordance with Sections 5.8(a)-5.8(c). Notwithstanding the terms of such foregoing sections, should any such Securityholder fail to give direction to the Corporation with respect to any matter that is the subject of Section 8.6 hereof, the proxies appointed pursuant to Section 8.6 hereof shall have the right to vote the LLC Capital Units to the extent provided therein.

5.9. Tax Matters Member. The Corporation shall act as the Tax Matters Member (as defined in the Operating Agreement) only as directed by the Corporation Board of Directors.

5.10. Exchange of Corporation Capital Stock. At any time, any Securityholder may exchange a share of Corporation Capital Stock held by such Securityholder for a Corresponding Unit by delivering written notice to the Corporation, together with certificates representing the share to be exchanged, endorsed or accompanied by a written instrument for transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Upon receipt of the certificates and documents described in the preceding sentence, the Corporation shall transfer to the Securityholder the Corresponding Unit.

5.11. Joinder. All employees and consultants of the Corporation or the LLC who purchase, receive options to purchase, or receive awards of shares of the Corporation Capital Stock pursuant to the Stock Plans after the date hereof shall be required to execute either (a) a joinder evidencing such employee or consultant, as the case may be, being bound by Sections 6 through 14 of this Agreement or (b) an agreement that the shares of Corporation Capital Stock held by such employee or consultant, as the case may be, are subject to the same obligation to which each Securityholder is subject pursuant to Sections 8 through 10 of this Agreement.

6. Voting Provisions Regarding the Boards of Directors.

6.1. Size of the Boards. Each Securityholder agrees to vote, or cause to be voted, all Voting Shares owned by such Securityholder, or over which such Securityholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Corporation Board of Directors and the LLC Board of Directors shall each be set and, subject to Section 6.2(e), remain at seven (7) directors and may be increased only with the written consent of Investors holding Voting

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Preferred Securities representing at least seventy-five (75%) of the then outstanding Voting Preferred Securities, including in such majority each Investor which at the time is a Significant Securityholder.

6.2. Board Composition. Each Securityholder agrees to vote, or cause to be voted, all Voting Shares owned by such Securityholder, or over which such Securityholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Corporation Board of Directors and it is further agreed that the LLC Board of Directors shall consist of the same individuals as serve on the Corporation Board of Directors:

(a) Two persons designated by UPMC (the “UPMC Designees”), which individuals shall initially be Diane Holder and Scott Lammie, for so long as such Securityholder continues to be a Major Investor.

(b) Two persons designated by ABCO (the “ABCO Designees”), one of which individual shall initially be Robert Musslewhite and the other individual shall initially be undesignated, for so long as such Securityholder continues to be a Major Investor.

(c) The LLC’s Chief Executive Officer at the time in office, who shall initially be Frank Williams (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the LLC, each of the Securityholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the LLC from the Corporation Board of Directors (and such individual shall also be concurrently removed from the LLC Board of Directors) if such person has not resigned as a member of the Corporation Board of Directors (and the LLC Board of Directors) and (ii) to elect such person’s replacement as Chief Executive Officer of the LLC as the new CEO Director.

(d) Two person designated by TPG (the “TPG Designees” and, together with the UPMC Designees and the ABCO Designees, the “Designees”), one of which individual shall initially be Matt Hobart and the other individual shall initially be undesignated, for so long as such Securityholder continues to be a Major Investor.

Within twelve (12) months of the date hereof, the Significant Securityholders agree to consider an amendment of the size and/or composition of the Corporation Board of Directors and the LLC Board of Directors to include independent directors, by either (i) replacing current members of the Corporation Board of Directors and the LLC Board of Directors (in which case such independent director shall be appointed by the party that appointed the director being replaced) or (ii) increasing the size of the Corporation Board of Directors and the LLC Board of Directors to no more than ten member (in which case each such additional independent director shall be mutually agreed upon by the Significant Securityholders); provided, however, that except as otherwise agreed to by each

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Significant Securityholder, any change to the Corporation Board of Directors shall apply equally to the LLC Board of Directors, and vice versa such that the members of the Corporation Board of Directors are the same as the members of the LLC Board of Directors. For avoidance of doubt, nothing in this paragraph should be read to impose an affirmative obligation on the Significant Securityholders to agree to amend the size and/or composition of either Board of Directors.

6.3. Removal of Board Members. Each Securityholder also agrees to vote, or cause to be voted, all Voting Shares owned by such Securityholder, or over which such Securityholder has voting control (including by promptly executing any applicable written consent in lieu of a meeting), from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant to Section 6.2 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 6.2 to designate that director or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 6.2 is or are no longer so entitled to designate or approve such director;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to any provision of Section 6.2 shall be filled pursuant to the corresponding provision of Section 6.2; and

(c) upon the request of any party entitled to designate a director as provided in Sections 6.2(a) or 6.2(b) to remove such director, such director shall be removed.

All Securityholders agree to execute any written consents required to perform the obligations of this Agreement, and the Corporation agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

6.4. No Liability for Election of Recommended Directors. No Securityholder, nor any Affiliate of any Securityholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Corporation, nor shall any Securityholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

7. Management Liquidity.

7.1. Generally. In the event that the Company and/or one or more of the Significant Securityholders purchases all of the Shares held by the Selling Significant Securityholder pursuant to Section 8.3 (an “Internal Buy-Out Transaction”), then each Management Tag Along Participant (as defined below) shall, subject to the terms and conditions hereof, be entitled to sell to the Corporation and/or the LLC, as applicable, and

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the Corporation and/or the LLC, as applicable, shall, to the extent requested by Management Tag Along Participants, and subject to applicable law, purchase, at a price per share or unit of Common Security equal to the total amount being paid to the Selling Significant Securityholder pursuant to the Internal Buy-Out Transaction divided by the total number of shares or units of Common Securities (calculated assuming conversion of all Preferred Securities) being sold by the Selling Significant Securityholder pursuant to the Internal Buy-Out Transaction, up to: (a) 80% of their total Vested Common Securities, if the Implied Equity Valuation is equal to or greater than $780,000,000; (b) 60% of their total Vested Common Securities, if the Implied Equity Valuation is equal to or greater than $585,000,000 but less than $780,000,000; or (c) 40% of their total Vested Common Securities, if the Implied Equity Valuation is less than $585,000,000; provided, however, that with respect to subclause (c) above only, if the Selling Significant Securityholder is not TPG, then none of the Management Tag Along Participants shall have any rights in connection with such Internal Buy Out Transaction pursuant to this Section 7.1. A “Management Tag Along Participant” shall mean an individual who is both an employee of the LLC and who holds Vested Common Securities as of the time of the applicable closing of the sale of Vested Common Securities pursuant to this Section 7.

7.2. Remainder Interest. Twelve (12) months after the closing of a sale of an amount of Vested Common Securities determined pursuant to Section 7.1(a) and eighteen (18) months after the closing of a sale of an amount of Vested Common Securities determined pursuant to Section 7.1(b) or Section 7.1(c), the Management Tag Along Participants may sell to the Corporation and/or the LLC, as applicable, and the Corporation and/or the LLC, as applicable, shall purchase, up to the remainder of the Vested Common Securities then held by any Management Tag Along Participant (the “Remainder Interests”); provided, however, that the Corporation and/or the LLC, as applicable, shall not be required to purchase any Remainder Interests in the event of an Internal Buy-Out Transaction effectuated where the Implied Equity Valuation is equal to or less than $585,000,000 and TPG is not the Selling Significant Securityholder. The purchase price per share or unit of Common Security of the Remainder Interests sold pursuant to this Section 7.2 shall be determined by the investment bank that established the Fair Market Value at the time of the Internal Buy-Out Transaction pursuant to Section 8.3(b), or, if an investment bank did not determine the Fair Market Value for the Internal Buy-Out Transaction, then by a nationally recognized “bulge bracket” investment bank selected by the Significant Securityholders who have not had all of their Shares purchased pursuant to Section 8.3.

7.3. Closings. The closing of any sales contemplated by Section 7.1 and Section 7.2 shall occur on the 10th Business Day following delivery of a valid written election of any Management Tag Along Participant to the Corporation and/or the LLC, as applicable, of its intention to sell Vested Common Securities pursuant to Section 7.1 or Section 7.2 or such other time as is mutually agreed by such Management Tag Along Participant and the Corporation and/or the LLC, as applicable; provided, however, that such date shall be extended (to the extent necessary for any party thereto to secure any required governmental approval or consent or to otherwise comply with any legal

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requirement which may delay or prevent a closing hereunder including compliance with applicable tender offer rules and compliance with any applicable legal restrictions on the ability of the LLC or the Corporation to repurchase its equity securities) to the date three Business Days following receipt of such approval or consent or compliance with such applicable legal requirements.

7.4. TPG Buyout. Notwithstanding the foregoing, in the event that ABCO and/or UPMC purchase all of the Shares held by TPG prior to the fifth anniversary of the Effective Date, the provisions of Section 7.1 and Section 7.2 shall apply as if an Internal Buyout Transaction had occurred, provided that the Remainder Interests may not be sold to the Corporation and/or the LLC, as applicable, until 24 months following the first closing of the sale by closing of a sale of Vested Common Securities pursuant to Section 7.1.

8. Drag-Along Right.

8.1. Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from two (2) or more of the Significant Securityholders all of the Shares held by such Significant Securityholders or otherwise (including, without limitation, by any stock acquisition, reorganization, merger or consolidation) acquires ownership of a majority of the outstanding Shares or a majority of the voting power of the LLC, other than (i) any sale of Corporation Capital Stock or LLC Capital Units for capital raising purposes and (ii) a merger or consolidation in which the Corporation or the LLC is a constituent party in which the holders of the voting securities of the Corporation or the LLC, as applicable, outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares of Corporation Capital Stock or LLC Capital Units, as applicable held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Corporation or LLC, as applicable, or such other surviving or resulting entity (or if the Corporation or the LLC, as applicable, or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent) (a “Stock Sale”); or (b) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (including the LLC) taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, transfer, exclusive license is to a wholly-owned subsidiary of the Corporation (an “Asset Sale”).

8.2. Actions to be Taken. Subject to Sections 8.3, 8.4, 8.5 and 10.4, in the event that (x) (i) at any time prior to the fifth anniversary of the Effective Date all three (3) of the Significant Securityholders approve a Sale of the Company in writing, (ii) at any time after the fifth anniversary of the Effective Date but on or before the seventh anniversary of the Effective Date, (A) two (2) of the Significant Securityholders approve a Sale of the Company that is a Stock Sale in writing, or (B) one (1) of the Significant

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Securityholders delivers a Sale Notice and (I) no Purchase Notice (as defined below) is timely given or (II) a Purchase Notice is timely given (unless such Significant Securityholder withdraws its Sale Notice) but a Purchase Notice Closing does not timely occur (unless the failure of a Purchase Notice Closing to timely occur resulted from a breach of this Section 8 by the Significant Securityholder that delivered the Sale Notice), all in accordance with the requirements of Section 8.3(c), and, within 12 months of the delivery of such Sale Notice the Significant Securityholder who delivered the Sale Notice approves a Sale of the Company that is a Stock Sale in writing or (iii) at any time after the seventh anniversary of the Effective Date, one (1) of the Significant Securityholders approves a Sale of the Company that is a Stock Sale in writing (the Significant Securityholders satisfying either of the foregoing conditions the “Selling Investors”), then (y) each Securityholder and the Corporation hereby agree subject to the terms and conditions hereof:

(a) if such transaction requires stockholder or Unitholder approval, with respect to all Shares that such Securityholder owns or over which such Securityholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate or the Operating Agreement of the LLC required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Companies to consummate such Sale of the Company;

(b) if such transaction is a Stock Sale, to sell the same proportion of Shares beneficially held by such Securityholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 8.4 below, on the same terms and conditions as the Selling Investors; provided that if the Stock Sale is in respect of LLC Capital Units, each Securityholder holding Corporation Capital Stock shall be permitted to sell, at such Securityholder’s option, shares of Corporation Capital Stock or shares of the entity through which such Securityholder holds LLC Capital Units and, in any case, the gross proceeds payable as a result of the sale of any class or series of Corporation Capital Stock or LLC Capital Units shall be equal on a per share or per unit basis to the amount of gross proceeds payable per share or per unit for the Corresponding Units or Corresponding Shares, as applicable;

(c) to execute and deliver reasonable and customary instruments of conveyance and transfer, stockholder consents, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents which, in each case, are also executed and delivered by the Selling Investors;

(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such party or its Affiliate in a

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voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;

(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 8 includes any securities and due receipt thereof by any Securityholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Securityholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Companies may cause to be paid to any such Securityholder other than a Major Investor (unless it consents thereto) in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Securityholder, an amount in cash equal to the fair value (as determined in good faith by the Corporation) of the securities which such Securityholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares;

(g) in the event that a majority in interest of the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Securityholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Securityholder’s pro rata portion (from the applicable escrow or expense fund) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Securityholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Securityholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct;

8.3. Right to Purchase by Significant Securityholders.

(a) In the event that, at any time after the fifth anniversary of the Effective Date but prior to the seventh anniversary of the Effective Date, any Significant Securityholder wishes to pursue a sale process for a Sale of the Company that is a Stock Sale (the “Selling Significant Securityholder”), such Significant Securityholder shall promptly deliver written notice (the “Sale Notice”) to the other Significant Securityholders. If at least one of the other Significant Securityholders also elects to pursue a Sale of the Company in accordance with the terms of the Sale Notice, then for the

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avoidance of doubt any Sale of the Company resulting therefrom will be subject to the terms and conditions of Section 8.2 hereof. If neither other Significant Securityholder wishes to pursue the sale process (the “Remaining Significant Securityholders”), the Selling Significant Securityholder shall have the right to sell, and the Remaining Significant Securityholders may purchase (or to cause the Corporation to purchase the Shares of the Selling Significant Securityholder issued by it and to cause the LLC to purchase the Shares of the Selling Significant Securityholder issued by it), the Shares held by the Selling Significant Securityholder in accordance with the provisions of this Section 8.3.

(b) If, after receipt of the Sale Notice, neither Remaining Significant Securityholder elects to pursue a Sale of the Company, the Significant Securityholders shall in good faith attempt to reach unanimous agreement on the Fair Market Value as of the date of the Sale Notice. If the Significant Securityholders are unable to reach an agreement as to Fair Market Value within 60 days of the date of the Sale Notice, then Fair Market Value shall be determined by a nationally recognized “bulge bracket” investment bank mutually agreed to by the Significant Securityholders; provided, however, that if the Significant Securityholders are unable to reach an agreement as to such investment bank within 90 days of the Sale Notice, then the Selling Significant Securityholder shall select a nationally recognized “bulge bracket” investment bank approved by the other Significant Securityholders, which approval shall not be unreasonably withheld. The determination of the Fair Market Value shall be set forth in a written detailed report mutually addressed to the Significant Securityholders and the Companies. All costs related to the appointment of and valuation by the investment bank shall be borne by the LLC.

(c) Unless, within 10 Business Days after the determination of the Fair Market Value pursuant to the foregoing clause (b), the Remaining Significant Securityholders or the Corporation and the LLC deliver notice to the Selling Significant Securityholder that they are prepared to purchase all (but not less than all) of the Shares held by the Selling Significant Securityholder in cash for a purchase price equal to the Fair Market Value as determined pursuant to the foregoing clause (b) (a “Purchase Notice”), the Selling Significant Securityholder may exercise the rights provided for under Section 8.2(x)(ii)(B) hereof. If a Purchase Notice is timely given, unless the Selling Significant Securityholder shall give written notice to the Remaining Significant Securityholders, the Corporation and the LLC that it is withdrawing its Sale Notice, the Remaining Significant Securityholders or the Corporation and the LLC, as applicable, shall so purchase, and the Selling Significant Securityholder shall so sell, such Shares for a purchase price in cash equal to the Fair Market Value as determined pursuant to the foregoing clause (b) on the 10th Business Day following such notice or such other time as is mutually agreed by the Significant Securityholders (such purchase and sale a “Purchase Notice Closing”); provided, however, that such date shall be extended (to the extent necessary for any party thereto to secure any required governmental approval or consent) to the date three Business Days following receipt of such approval or consent; and, provided, further, that if the Purchase Notice Closing has not occurred on or before the seventh anniversary of

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the Effective Date, then the Parties rights and obligations pursuant to this Section 8.3 shall terminate and be of no further effect. The Remaining Significant Securityholders shall use, and shall cause each of their respective Affiliates to use, reasonable best efforts to pursue such approval or consent and shall, as soon as an extension becomes necessary, as well as once every subsequent 30 Business Days during any such extension, deliver to the Selling Significant Securityholder a certificate stating that such approval or consent is being pursued in such manner. The closing of any such purchase and sale of the Selling Significant Securityholder’s Shares pursuant to this Section 8.3 shall take place at the principal offices of the LLC, or at such other place as agreed to by the Selling Significant Securityholder and the Remaining Significant Securityholders or the Corporation and the LLC, as applicable. The purchase and sale will be memorialized in, and governed by, and the Selling Significant Securityholder and the Remaining Significant Securityholders or the Corporation and the LLC, as applicable, covenant and agree to enter into, a written purchase and sale agreement with customary terms and provisions for such a transaction which (i) shall not obligate any party to provide representations or warranties or indemnities with respect to any matters other than customary representations and warranties addressing its authority to enter into and perform its obligations under such agreement, enforceability of such agreement, absence of conflicts with respect to such agreement and other obligations it is subject to and, in the case of the Selling Significant Securityholder, its ownership of the Shares being sold and (ii) shall not obligate any party to agree to covenants other than those that are reasonably necessary to effect the purchase and sale of the Shares being sold. If the Remaining Significant Securityholders cause the Corporation to purchase the Shares of the Selling Significant Securityholder, (x) the LLC shall purchase from the Corporation that number of Corresponding Units equal to the number of Shares being sold by the Selling Significant Securityholder and (y) the Corporation shall purchase the Shares from the Selling Significant Securityholder. If the Remaining Significant Securityholders do not cause the Corporation or the LLC, as applicable, to purchase all of the Selling Significant Securityholder’s Shares, each Remaining Significant Securityholder shall purchase its pro rata share (in proportion to the number of Shares held by such Remaining Significant Securityholder) of the Shares held by the Selling Significant Securityholder not purchased by the Corporation and the LLC, as applicable, such that the Remaining Significant Securityholders purchase all of the Shares held by the Selling Significant Securityholder not purchased by the Corporation and the LLC, as applicable.

(d) For purposes of this Section 8.3, “Fair Market Value” means the amount that the Selling Significant Securityholder would receive in a Sale of the Company (completed in accordance with the terms of this Section 8) to an informed and willing purchaser under no compulsion to buy , in an arm’s length transaction where the Securityholders are under no compulsion to sell. In calculating Fair Market Value, no discount shall be made for lack of control, illiquidity or any other restrictions on transferability.

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8.4. Exceptions. A Securityholder will not be required to comply with Section 8.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”) unless:

(a) any representations and warranties to be made by such Securityholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, consisting of representations and warranties that (i) the Securityholder holds all right, title and interest in and to the Shares such Securityholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Securityholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Securityholder have been duly executed by the Securityholder and delivered to the acquirer and are enforceable against the Securityholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Securityholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;

(b) the Securityholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Corporation and the LLC and the Securityholder shall not be required to enter into any employment, service or non-competition agreement (other than, in the case of an employee of the LLC or its subsidiaries, any such agreement that is on substantially the same terms as any such agreement then applicable to such employee) or agree to anything whatsoever other than the representations specified in Section 8.4(a) above or the reasonable and customary conveyance, transfer and consent documents specified in Section 8.2(c);

(c) the liability for indemnification, if any, of such Securityholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Corporation and/or the LLC or their Securityholders in connection with such Proposed Sale, is several and not joint with any other Person, is pro rata (in proportion to the proceeds to be received by such Securityholder), and is subject to the further limitations of clause (d) below;

(d) liability shall be limited to such Securityholder’s applicable share (determined based on the proportionate amount of proceeds payable to each Securityholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate, this Agreement and the Operating Agreement of the LLC) of a negotiated aggregate indemnification amount that applies equally to all Securityholders or recipients of consideration in the Sale of the Company but that in no event exceeds 25% of the amount of consideration otherwise payable to such Securityholder in connection with such Proposed Sale, except with respect to (i) claims related to such Securityholder’s ownership of its Shares free and clear of liens, claims and encumbrances, the liability for which shall in no event exceed the amount of consideration otherwise payable to such

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Securityholder in connection with such Proposed Sale, and (ii) claims related to fraud by such Securityholder, the liability for which need not be limited as to such Securityholder;

(e) upon the consummation of the Proposed Sale, (i) each holder of any class or series of Shares will receive the same form of consideration for their Shares of such class or series as is received by other holders in respect of their Shares of such same class or series and (ii) the aggregate consideration receivable by all holders of Shares shall be allocated among the holders of Shares on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Securities and the holders of Common Securities are entitled in a Change of Control in accordance with the Restated Certificate, the Operating Agreement of the LLC and Sections 8.5(b) and (c) hereof, each as in effect immediately prior to the Proposed Sale; provided, however, that, the gross proceeds payable as a result of the sale of any class or series of Corporation Capital Stock or LLC Capital Units shall be equal on a per share or per unit basis to the amount of gross proceeds payable per share or per unit for the Corresponding Units or Corresponding Shares, as applicable, and provided, further, that notwithstanding the foregoing, if the consideration to be paid in exchange for the Shares pursuant to this Section 8.4(e) includes any securities and due receipt thereof by a Securityholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Securityholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Companies may cause to be paid to any such Securityholder other than a Major Investor (unless it consents thereto) in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Securityholder, an amount in cash equal to the fair value (as determined in good faith by the Companies) of the securities which such Securityholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares, as applicable; and

(f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of Shares, if any holders of any class or series of Shares are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such class or series of Shares will be given the same option; provided, however, that nothing in this Section 8.4(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any reasonable condition, requirement or limitation that is generally applicable to the holders of Shares.

8.5. Restrictions on Sales of the Company.

(a) Neither any of the Companies nor any Securityholder shall be a party to any Stock Sale unless all holders of Preferred Securities other than the Corporation are allowed to participate pro rata (in proportion to the number of Shares held by such Securityholder) in such transaction and the consideration received pursuant to such transaction is allocated pro rata (in proportion to the number of Shares held by such

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stockholder) among the parties thereto in the manner specified in the Restated Certificate, the Operating Agreement of the LLC and Sections 8.5(b) and (c) hereof, each as in effect immediately prior to the Stock Sale; provided, however, that, the gross proceeds payable as a result of the sale of any class or series of Corporation Capital Stock or LLC Capital Units shall be equal on a per share or per unit basis to the amount of gross proceeds payable per share or per unit for the Corresponding Units or Corresponding Shares, as applicable.

(b) Unless waived in writing by each of the Significant Securityholders, in no event shall any Securityholder or any of the Companies be a party to any Stock Sale unless, simultaneously with any such Stock Sale, (i) the prospective purchaser purchases the same proportion of outstanding Series B Preferred Units and/or shares of Series B Preferred Stock from each holder thereof (determined on the basis of the Series B Preferred Stock and Series B Preferred Units held by each holder) and (ii) the proceeds distributed to the holders of the then outstanding Series B Preferred Units and Series B Preferred Stock in connection with such Stock Sale is distributed in accordance with the Restated Certificate as if such Stock Sale were treated as a Deemed Liquidation Event (as defined in the Restated Certificate) and treating each Series B Unit as one share of Series B Preferred Stock.

(c) Unless waived in writing by each of the Significant Securityholders, in no event shall any Securityholder or any of the Companies be a party to an Asset Sale unless it is a purchase of assets from the LLC and/or its subsidiaries.

(d) Unless waived in writing by each of the Significant Securityholders, in no event shall a Sale of the Company effected pursuant to Section 8.2 be structured as an Asset Sale.

8.6. Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer and the President of the LLC, and to the Stockholder Representative, and each of them, with full power of substitution, with respect to the matters set forth herein, including without limitation, the election of persons as members of the Corporation Board of Directors and the LLC Board of Directors in accordance with Section 6 hereof, any vote or election to convert Preferred Stock or Preferred Units in accordance with Section 5.7 hereof, any vote(s) to increase the authorized number of shares pursuant to Section 8.7 hereof, and votes regarding any Sale of the Company pursuant to this Section 8, and hereby authorizes each of them to represent and to vote, if and only if the party appointing such proxy and granting such power of attorney (1) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Corporation Board of Directors and the LLC Board of Directors determined pursuant to and in accordance with the terms and provisions of this Agreement, any increase in the number of authorized shares or the approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Section 6 and this Section 8, respectively, or to take any action

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necessary to effect Sections 6 and 8, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Companies and the parties hereto in connection with the transactions contemplated by this Section 8 and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 13 hereof; provided, however that no power of attorney or proxy granted hereunder shall restrict or waive (a) UPMC’s right and power to designate and elect the UPMC Designees, (b) ABCO’s right and power to designate and elect the ABCO Designee, (c) TPG’s right and power to designate and elect the TPG Designees or (d) the rights of any Major Securityholder under Section 4 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 13 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

8.7. Vote to Increase Authorized Common Stock. Each Securityholder agrees to vote or cause to be voted all Shares owned by such Securityholder, or over which such Securityholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

9. Agreement Among the Companies, the Investors and the Key Holders.

9.1. Right of First Refusal.

(a) Grant. Subject to the terms of Section 10 below, each Securityholder hereby unconditionally and irrevocably grants to the Corporation and/or the LLC (as applicable based upon which entity issued the applicable Transfer Securities) a Right of First Refusal to purchase all or any portion of Transfer Securities that such Securityholder may propose to transfer in a Proposed Securityholder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

(b) Notice. Each Securityholder proposing to make a Proposed Securityholder Transfer must deliver a Proposed Transfer Notice to the Corporation or the LLC, as applicable, and each Investor not later than forty-five (45) days prior to the consummation of such Proposed Securityholder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Securityholder Transfer and the identity of the Prospective Transferee. To exercise its Right of First Refusal under this Section 9, the Corporation or the LLC, as applicable, must deliver a Company Notice to the selling Securityholder within fifteen (15) days after delivery of the Proposed Transfer Notice.

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(c) Grant of Secondary Refusal Right to Investors. Subject to the terms of Section 10 below, each Securityholder hereby unconditionally and irrevocably grants to the Investors holding Voting Shares a Secondary Refusal Right to purchase all or any portion of the Transfer Securities not purchased by the Corporation or the LLC, as applicable, pursuant to the Right of First Refusal, as provided in this Section 9.1(c). If the Companies do not intend to exercise their Rights of First Refusal with respect to all Transfer Securities subject to a Proposed Securityholder Transfer, the Corporation or the LLC, as applicable, must deliver a Secondary Notice to the selling Securityholder and to each such Investor to that effect no later than fifteen (15) days after the selling Securityholder delivers the Proposed Transfer Notice to the Corporation or the LLC. To exercise its Secondary Refusal Right, an Investor must deliver an Investor Notice to the selling Securityholder and the Corporation or the LLC, as applicable, within ten (10) days after the deadline for the delivery of the Secondary Notice as provided in the preceding sentence.

(d) Undersubscription of Transfer Securities. If options to purchase have been exercised by the Corporation and/or the LLC and the Investors with respect to some but not all of the Transfer Securities by the end of the 10-day period specified in the last sentence of Section 9.1(c)) (the “Investor Notice Period”), then the Corporation and/or the LLC, as applicable, shall, immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 9.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Securities on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Securityholder and the Corporation and/or the LLC, as applicable, within ten (10) days after the expiration of the Investor Notice Period. In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 9.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Securities such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any Transfer Securities that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Corporation and/or the LLC, as applicable, shall immediately notify all of the Exercising Investors and the selling Securityholder of that fact.

(e) Consideration; Closing. If the consideration proposed to be paid for the Transfer Securities is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the LLC Board of Directors and as set forth in the Company Notice. If the Corporation, the LLC or any Investor cannot for any reason pay for the Transfer Securities in the same form of non-

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cash consideration, the Corporation, the LLC or such Investor may pay the cash value equivalent thereof, as determined in good faith by the LLC Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Securities by the Corporation and/or the LLC, as applicable and the Investors shall take place, and all payments from the Corporation, the LLC and the Investors shall have been delivered to the selling Securityholder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Securityholder Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

(f) In the event that the Corporation elects to purchase Transfer Securities pursuant to the exercise of a Right of First Refusal, then at the closing of such purchase, the following transactions shall occur (i) the LLC shall purchase from the Corporation that number of Corresponding Units equal to the number of Transfer Securities to be purchased by the Corporation for a purchase price equal to the purchase price for such Transfer Securities, and (ii) the Corporation shall purchase the Transfer Securities from the Securityholder in accordance with the terms of the Proposed Transfer Notice and the Company Notice. In the event that one or more Investors elect to purchase Transfer Securities which are LLC Capital Units pursuant to the exercise of a Secondary Right of First Refusal, then at the closing of such purchase, any such Investor may direct the Corporation to purchase such Transfer Securities on behalf of such Investor, in which event (x) the Investor shall deliver the purchase price for such Transfer Securities to the Corporation, (y) the Corporation shall purchase the Transfer Securities in accordance with the terms of the Proposed Transfer Notice and the Investor Notice, and (z) the Corporation shall issue to the Investor that number of Corresponding Shares as is equal to the number of Transfer Securities purchased by the Corporation. If the Corporation shall not have sufficient authorized but unissued Corresponding Shares so as to perform its obligations under the preceding clause (z), then the Restated Certificate shall promptly be amended to authorize a sufficient number of additional Corresponding Shares.

9.2. Right of Co-Sale.

(a) Exercise of Right. If any Transfer Securities subject to a Proposed Securityholder Transfer are not purchased pursuant to Section 9.1 above and thereafter are to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate on a pro rata basis (in proportion to the Consolidated Amount of Shares held by such Investor) in the Proposed Securityholder Transfer as set forth in Section 9.2(b) below and, subject to Section 9.2(d), otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor who desires to exercise its Right of Co-Sale (each, a “Participating Investor”) must give the selling Securityholder written notice to that effect within fifteen (15) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice such Participating Investor shall be deemed to have effectively exercised the Right of Co-Sale.

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(b) Shares Includable. Each Participating Investor may include in the Proposed Securityholder Transfer all or any part of such Participating Investor’s Shares or Units. The amount of any such Shares or Units included by a Participating Investor may be up to an amount equal to the product obtained by multiplying (i) the aggregate number of Transfer Securities (calculated on an as converted basis) subject to the Proposed Securityholder Transfer (excluding shares purchased by the Companies or the Participating Investors pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the Consolidated Amount of the Shares held by such Participating Investor immediately before consummation of the Proposed Securityholder Transfer (including any shares that such Investor has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the Consolidated Amount of the Shares held, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Securityholder Transfer (including any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus the aggregate number of Transfer Securities (calculated on an as converted basis) held by the selling Securityholder. To the extent one or more of the Participating Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Securities that the selling Securityholder may sell in the Proposed Securityholder Transfer shall be correspondingly reduced.

(c) Purchase and Sale Agreement. The Participating Investors and the selling Securityholder agree that the terms and conditions of any Proposed Securityholder Transfer in accordance with Section 9.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Securityholder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 9.2.

(d) Allocation of Consideration.

(i) Subject to Section 9.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Securityholder shall be allocated based on the Consolidated Amount of the Shares sold to the Prospective Transferee by each Participating Investor and the selling Securityholder as provided in Section 9.2(b), provided that if a Participating Investor wishes to sell Preferred Securities, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Securities into Common Securities.

(ii) In the event that the Proposed Securityholder Transfer constitutes a Stock Sale, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Securityholder in accordance with Section B of Article IV of the Restated Certificate, as if (A) such transfer were a Change of Control

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Transaction (as defined in the Restated Certificate) and (B) the Shares sold in accordance with the Purchase and Sale Agreement were the only Shares outstanding; provided, that Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units and Common Units shall be deemed and considered equivalent to Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Common Stock, respectively, for the purpose of determining seniority and amount of payment and for purposes of the treatment of escrow amounts as provided in the following sentence. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and the selling Securityholder is placed into escrow, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow (the “Initial Consideration”) shall be allocated in accordance with Section B of Article IV of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Securityholder upon release from escrow shall be allocated in accordance with Section B of Article IV of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

(e) Purchase by Selling Securityholder; Deliveries. Notwithstanding Section 9.2(c) above, if any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Investor or Investors or upon the failure to negotiate a Purchase and Sale Agreement satisfactory to the Participating Investors, no Securityholder may sell any Transfer Securities to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Securityholder purchases all securities subject to the Right of Co-Sale from such Participating Investor or Investors on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Section 9.2(d)(i); provided, however, if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Securityholder to such Participating Investor or Investors shall be made in accordance with the first sentence of Section 9.2(d)(ii). In connection with such purchase by the selling Securityholder, such Participating Investor or Investors shall deliver to the selling Securityholder a stock certificate or certificates (or if the Shares being sold are not certificated other customary documentation of conveyance), properly endorsed for transfer, representing the Shares being purchased by the selling Securityholder. Each such stock certificate or conveyance documentation delivered to the selling Securityholder will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Securities pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling Securityholder shall concurrently therewith remit or direct payment to each such Participating Investor the portion of the aggregate consideration to which each such Participating Investor is entitled by reason of its participation in such sale as provided in this Section 9.2(e).

(f) Additional Compliance. If any Proposed Securityholder Transfer is not consummated within forty-five (45) days after receipt of the Proposed

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Transfer Notice by the Company, the Securityholders proposing the Proposed Securityholder Transfer may not sell any Transfer Securities unless they first comply in full with each provision of this Section 9. The exercise or election not to exercise any right by any Investor hereunder shall not adversely affect its right to participate in any other sales of Transfer Securities subject to this Section 9.2.

9.3. Effect of Failure to Comply.

(a) Transfer Void; Equitable Relief. Any Proposed Securityholder Transfer not made in compliance with the requirements of this Agreement shall be null and void abs initio, shall not be recorded on the books of the Companies or their transfer agents and shall not be recognized by the Companies. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Securities not made in strict compliance with this Agreement).

(b) Violation of First Refusal Right. If any Securityholder becomes obligated to sell any Transfer Securities to the Corporation, the LLC or any Investor under this Agreement and fails to deliver such Transfer Securities in accordance with the terms of this Agreement, the Corporation, the LLC and/or such Investor may, at its option, in addition to all other remedies it may have, send to such Securityholder the purchase price for such Transfer Securities as is herein specified and transfer to the name of the Corporation or the LLC, as applicable, or such Investor (or request that the Corporation or the LLC, as applicable, effect such transfer in the name of an Investor) on the Corporation’s or the LLC’s books, as applicable, the certificate or certificates representing the Transfer Securities to be sold.

(c) Violation of Co-Sale Right. If any Securityholder purports to sell any Transfer Securities in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 9.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Securityholder to purchase from such Investor the type and number of Shares that such Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 9.2. The sale will be made on the same terms, including, without limitation, as provided in Section 9.2(d)(i) and the first sentence of Section 9.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Securityholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 9.2. Such selling Securityholder shall also reimburse each Investor for any and all reasonable and

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documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 9.2.

10. Prohibited Transfers.

10.1. Generally. Prior to an IPO, no Securityholder shall Transfer any Shares, except with the prior written approval of each of the Significant Securityholders; provided, however, that the transfer restrictions set forth in this Section 10.1, shall not apply with respect to the Significant Securityholders after the fifth anniversary of the Effective Date.

10.2. Exempted Transfers. Notwithstanding anything to the contrary herein, the provisions of Section 9 and Section 10.1 shall not apply: (a) in the case of a Securityholder that is an entity, upon a transfer by such Securityholder to its stockholders, members, partners or other equity holders or any of its or their respective Affiliates, (b) to a repurchase of Shares from a Securityholder who is a current or former employee of the LLC by the Corporation or the LLC, as applicable, at a price no greater than that originally paid by such Securityholder for such Shares and pursuant to an agreement approved by a majority of the Corporation Board of Directors or the LLC Board of Directors, as applicable, containing vesting and/or repurchase provisions, (c) to another Securityholder in a transaction approved by each of the Significant Securityholders or (d) in the case of a Securityholder that is a natural person, upon a transfer of Shares by such Securityholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to one or more of his or her Immediate Family Members, or any other relative/person approved by the Corporation Board of Directors or the LLC Board of Directors, as applicable, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Securityholder or any such Immediate Family Members; provided that in the case of clause(s) (a), (b) or (d), the Securityholder shall deliver prior written notice to the Investors of such pledge, gift or transfer, and such Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and any agreement containing vesting, repurchase and/or forfeiture provisions. In addition, such transferee of Shares shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement and any agreement containing vesting, repurchase and/or forfeiture provisions as a Securityholder (but only with respect to the securities so transferred to the transferee); and provided, further, in the case of any transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

10.3. Exempted Offerings. Notwithstanding anything to the contrary herein, the provisions of Section 9 and Section 10.1 shall not apply to the sale of any Shares pursuant to (a) the IPO, (b) a Sale of the Company consummated in accordance with Section 8 or (c) Section 7 hereof.

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10.4. Prohibited Transferees.

(a) Notwithstanding the foregoing, no Securityholder shall Transfer any Shares, nor shall the Corporation, the LLC or any Securityholder consummate any Sale of the Company, to (i) any Precluded Acquirer, or (ii) any customer, distributor or supplier of the Corporation or the LLC if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Companies at a competitive disadvantage with respect to such customer, distributor or supplier.

(b) In addition, no Securityholder shall Transfer any Shares, nor shall the Corporation, the LLC or any Securityholder consummate a Sale of the Company to any other acquirer(s) (any of them being a “Permitted Acquirer”) unless the definitive agreement giving effect to such Transfer or Sale of the Company expressly prohibits the Permitted Acquirer(s) thereunder from engaging in a transaction which, if effected by the Securityholders, would constitute a Transfer or Sale of the Company, with or to (A) any BC/BS Company, which maintains its headquarters or principal place of business within the Commonwealth of Pennsylvania for a period of ten (10) years from the effective date of such Transfer or Sale of the Company to the Permitted Acquirer(s), or (B) any other Precluded Acquirer for a period of three (3) years from the effective date of such Transfer or Sale of the Company to the Permitted Acquirer(s).

11. Legend. Each certificate representing any Shares issued after the date hereof shall be endorsed by the Corporation or the LLC, as applicable, with a legend reading substantially as follows (including any certificates evidencing Shares issued to any permitted transferee in connection with a transfer permitted by this Agreement), together with any legend required to be placed thereon by applicable state securities laws pursuant to this Agreement:

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN INVESTORS’ RIGHTS AGREEMENT BY AND AMONG THE [STOCKHOLDER or UNITHOLDER, as applicable], THE [CORPORATION or LLC, as applicable] AND CERTAIN OTHER PARTIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE [CORPORATION or LLC, as applicable]. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT INVESTORS’ RIGHTS AGREEMENT, INCLUDING

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CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE [STOCKHOLDER or UNITHOLDER, as applicable], A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Each Securityholder agrees that the Corporation or the LLC, as applicable, may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in this Section 10 above to enforce the provisions of this Agreement, and the Corporation and the LLC agree to promptly do so. The legend shall be removed upon termination of this Agreement at the request of the holder. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 10 shall not affect the validity or enforcement of this Agreement. In the event of any issuance of Shares hereafter to any of the Securityholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in this Section 10.

12. Lock-Up; IPO Exchange Right.

12.1. Agreement to Lock-Up. Each Securityholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Corporation’s initial public offering and ending on the date specified by the Corporation and the managing underwriter (such period not to exceed 180 days), or such other period as may be reasonably requested by the Corporation or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise

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transfer or dispose of, directly or indirectly, any Shares held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in these clauses (a) or (b) is to be settled by delivery of Shares or other securities, in cash or otherwise. The foregoing provisions of this Section 12 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Securityholders if all officers, directors and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock and the transactions contemplated by Section 12.3) enter into similar agreements. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Securityholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 12 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Corporation or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

12.2. Stop Transfer Instructions. In order to enforce the foregoing covenant, the Companies may impose stop-transfer instructions with respect to the Shares of each Securityholder (and transferees and assignees thereof) until the end of such restricted period.

12.3. IPO Exchange. Prior to an IPO, the Corporation and the IPO Corporation shall enter into an exchange agreement with holders of the Corporation Capital Stock and Unitholders, on terms and conditions reasonably satisfactory to the Investors, whereby the IPO Corporation shall issue to the Investors, in a transaction in which gain or loss is not recognized for federal income tax purposes by the Corporation or the Investors, capital stock of the IPO Corporation (“IPO Converted Securities”) as of immediately prior to consummation of an IPO. The IPO Converted Securities issued pursuant to the exchange to the Investors who hold Corporation Capital Stock shall be (i) of the same class of security as received in the exchange by the holders of Corresponding Units in exchange for their Units and (ii) in an amount so that the Consolidated Amount of all Shares owned by each participating Investor immediately following such exchange is equal to the Consolidated Amount of all Shares owned by such participating Investor immediately prior to such exchange.

13. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the IPO, provided that the provisions of Section 1, 2, 3.4, 8 (except for Section 8.7), 12, 13 and 14 hereof will continue after the IPO; (b) the consummation of a Sale of the Company or a Liquidation Event (as such term is defined in the Restated Certificate), in each case, pursuant to which all Holders no longer hold any Shares,

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provided that the provisions of Section 8 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 8 with respect to such Sale of the Company and (c) termination of this Agreement in accordance with Section 14.6. Notwithstanding the foregoing, (i) the covenants set forth in Section 5, except for Section 5.5, shall terminate and be of no further force or effect immediately before the consummation of the IPO and (ii) the covenants set forth in Section 5 through 12, except for Sections 5.5, 5.6, 5.8, 8.5 and 12.3 shall terminate and be of no further force or effect upon the consummation of a Sale of the Company, provided that the remaining provisions of Section 8 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 8 with respect to such Sale of the Company.

14. Miscellaneous.

14.1. Successors and Assigns. Except with respect to the rights set forth in Section 5.6 and Section 6, the rights under this Agreement may be assigned (but only with all related obligations) by a Securityholder to a transferee of Shares that (i) is an Affiliate of a Securityholder; (ii) is a Securityholder’s Immediate Family Member or trust for the benefit of an individual Securityholder or one or more of such Securityholder’s Immediate Family Members; or (iii) after such transfer, holds at least One Hundred Thousand (100,000) Shares (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Corporation is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Shares with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Corporation to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 12. For the purposes of determining the number of Shares held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Securityholder; (2) who is a Securityholder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Securityholder or such Securityholder’s Immediate Family Member shall be aggregated together and with those of the transferring Securityholder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Notwithstanding the foregoing, the rights of the Investors under Sections 6 and 8 are not assignable without the Corporation’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except (i) by an Investor to any Affiliate or (ii) to an assignee or transferee who acquires at least Five Hundred Thousand (500,000) Shares (as adjusted for any stock combination, stock split, stock dividend, recapitalization

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or other similar transaction). The rights and obligations of the Corporation and the LLC under Sections 6 and 8 may not be assigned under any circumstances.

14.2. Governing Law. This Agreement shall be governed by the internal laws of the State of Delaware.

14.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

14.4. Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

14.5. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next Business Day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) Business Day after the Business Day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, or to the principal office of the LLC and to the attention of the Chief Executive Officer, in the case of the Corporation or the LLC, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 14.5.

14.6. Amendments and Waivers.

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b) Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the LLC Board of Directors and each of the Significant Securityholders; provided that the LLC may in its sole discretion waive compliance with Section 2.11(c) (and the LLC’s failure to object promptly in writing after notification of a proposed assignment allegedly

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in violation of Section 2.11(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.

(c) Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Securityholder without the written consent of such Securityholder, unless such amendment, termination, or waiver applies uniformly and ratably to all Holders, Investors or Securityholders, as the case may be, in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction, which is effected in accordance with this Section 14.6, shall be deemed to apply to all Holders, Investors or Securityholders, as the case may be, in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Securityholders may nonetheless, by agreement with the Corporation, purchase securities in such transaction). Any amendment, modification, termination or waiver so effected shall be binding upon the Corporation, the LLC, the Investors, the Securityholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver.

(d) The LLC shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 14.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(e) For purposes of this Section 14.6, the requirement of a written instrument may be satisfied in the form of action by written consent of the Securityholders circulated by the Corporation and the LLC and executed by the Securityholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

(f) Schedule A hereto may be amended by the LLC from time to time in accordance with the Series B Purchase Agreement to add information regarding Additional Purchasers (as defined in the Series B Purchase Agreement) without the consent of the other parties hereto.

14.7. Additional Parties.

(a) Notwithstanding anything to the contrary contained herein, if the Corporation or LLC issues additional shares of Preferred Securities after the date hereof, as a condition to the issuance of such shares the Corporation or LLC, as applicable, shall require that such purchaser become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a

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counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Securityholder hereunder. In either event, each such person thereafter shall be deemed an Investor, Securityholder and Holder, as may be applicable, under this Agreement.

(b) Each transferee or assignee of Shares (as adjusted for any stock combination, stock split, stock dividend, recapitalization or other similar transaction) subject to this Agreement (including any Prospective Transferee who purchases shares of Transfer Securities in accordance with the terms hereof), shall continue to be subject to the terms hereof, and, as a condition precedent to the Companies recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Securityholder, or Key Holder and Securityholder, as applicable. The Companies shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 14.7. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Corporation or the LLC, as applicable, with the legends set forth in this Agreement.

(c) In the event that after the date of this Agreement, the Corporation issues shares of Common Stock, or options to purchase Common Stock, to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant (taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent (1%) or more of the Corporation’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Corporation shall, as a condition to such issuance, cause such employee or consultant to execute and deliver either (i) the Adoption Agreement attached to this Agreement as Exhibit A, (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement or (iii) a separate agreement containing, at the least, provisions comparable to Sections 6, 8, 9, 11 and 12 of this Agreement. In the event that any such person complies with the requirements of clause (i) or (ii) hereof, then such person shall thereafter shall be deemed a Securityholder and Holder, as may be applicable, under this Agreement.

14.8. Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

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14.9. Aggregation of Stock. All Shares held or acquired by a Securityholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

14.10. Stock Split. All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Shares occurring after the date of this Agreement.

14.11. Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

14.12. Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Wilmington, Delaware, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

14.13. Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

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14.14. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

14.15. Covenants of the Companies. The Corporation and the LLC agree to use their best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Corporation’s or the LLC’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

14.16. Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

14.17. Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, notwithstanding any provision to the contrary, it is agreed that each of the Corporation, the LLC and the Securityholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

14.18. Acknowledgment. The Companies acknowledge that certain of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Companies. Except as provided in Section 3.4 hereof, nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Companies.

14.19. Prior Agreement Superseded. Pursuant to Section 14.6 of the Prior Agreement, the Prior Agreement is hereby amended and restated to read in its entirety as set forth in this Agreement, all with the intent and effect that the Prior Agreement shall hereby be terminated and entirely replaced and superseded by this Agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE CORPORATION: EVOLENT HEALTH HOLDINGS, INC.
By:	/s/ Seth Blackley
Name:	Seth Blackley
Title:	President

THE LLC: EVOLENT HEALTH LLC
By:	/s/ Seth Blackley
Name:	Seth Blackley
Title:	President

INVESTORS: UPMC
By:	/s/ Robert A. DeMichiel
Name:	Robert A. DeMichiel
Title:	Executive Vice President and CFO

THE ADVISORY BOARD COMPANY
By:	/s/ Evan Farber
Name:	Evan Farber
Title:	General Counsel

SIGNATURE PAGE TO MASTER INVESTORS’ RIGHTS AGREEMENT

TPG GROWTH II, L.P.
By:	TPG Growth GenPar II, L.P., its general partner By:TPG Growth GenPar II Advisors, LLC, its general partner
By:	/s/ Ronald Cami
Name:	Ronald Cami
Title:	Vice President

WELLSTAR HEALTH SYSTEM, INC.

By:

Name:

Title:

PREMIER HEALTH PARTNERS
By:	/s/ Thomas M. Duncan
Name:	Thomas M. Duncan
Title:	Senior VP / Chief Financial Officer

OXEON PARTNERS, LLC

By:

Name:

Title:

SIGNATURE PAGE TO MASTER INVESTORS’ RIGHTS AGREEMENT

KEY HOLDERS:

Name:

Name:

SIGNATURE PAGE TO MASTER INVESTORS’ RIGHTS AGREEMENT

SCHEDULE A

Investors

UPMC:

UPMC

U.S. Steel Building

600 Grant Street, 55th Floor

Pittsburgh, PA 15219

Attn: Chief Executive Officer

Chief Legal Officer

Fax No: 412-454-5665

With a copy to:

Cohen & Grigsby, P.C.

625 Liberty Avenue

Pittsburgh, PA 15222-3152

Attn: David J. Kalson, Esq.

Fax: ( 412) 209-1824

ABCO:

The Advisory Board Company

2445 M St., NW

Washington, D.C. 20037

Attn: Evan R. Farber, General Counsel

Fax: (202) 266-6633

With a copy to:

Morrison & Foerster LLP

1650 Tysons Boulevard, Suite 400

McLean, VA 22102

Attn: Gregory M. Giammittorio, Esq.

Fax: (703) 760-7777

TPG:

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Attention: General Counsel

Fax: (817) 871-4088

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105

Attn: Todd Cleary

WellStar:

WellStar Health System, Inc.

805 Sandy Plains Road

Marietta, Georgia 30066

Attn:

Fax:

Premier:

Premier Health Partners

110 N Main Street

Dayton, Ohio 45402

Attn:

Fax:

Oxeon:

Oxeon Partners, LLC

413 W. 14th St. Suite 404

New York, NY 10014

Attn:

Fax:

MedStar:

MedStar Health, Inc.

5565 Sterrett PL, 5th Floor

Columbia, MD 21044

Attn: EVP, External Affairs

Fax: (410) 740-0818

Piedmont:

Piedmont Healthcare, Inc.

1800 Howell Mill Road

Atlanta, GA 30318

Attn:

Fax:

SCHEDULE B

Key Holders

Frank Williams

[Address

Phone Number

Fax Number

Email]

Seth Blackley

[Address

Phone Number

Fax Number

Email]

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on                 , 20    , by the undersigned (the “Holder”) pursuant to the terms of that certain Master Investors’ Rights Agreement dated as of [                     , 2013] (the “Agreement”), by and among the Corporation, the LLC and certain of their Securityholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Corporation or membership units of the LLC (the “Stock”) or options, warrants or other rights to purchase such Stock (the “Options”), for one of the following reasons (Check the correct box):

¨ as a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Securityholder” for all purposes of the Agreement.

¨ as a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Securityholder” for all purposes of the Agreement.

¨ as a new Investor in accordance with Section 14.7(a) of the Agreement, in which case Holder will be an “Investor” and a “Securityholder” for all purposes of the Agreement.

¨ in accordance with Section 14.7(c) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Securityholder” for all purposes of the Agreement.

1.2 Agreement. Holder hereby (a) agrees that the Stock Options, and any other shares of capital stock, membership units or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.

HOLDER:

By:

Name and Title of Signatory

Address:

Facsimile Number:

ACCEPTED AND AGREED:

EVOLENT HEALTH HOLDINGS, INC.

By:

Title:

EVOLENT HEALTH LLC

By:

Title:

EX-10.8

Exhibit 10.8

VPHEALTH, INC.

2011 EQUITY INCENTIVE PLAN

VPHealth, Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its 2011 Equity Incentive Plan (the “Plan”), as follows:

1. PURPOSE

The Plan is intended to enhance the ability of the Company and its Affiliates (as defined herein) to attract and retain highly qualified officers, non-employee members of the Board, key employees, consultants and advisors, and to motivate such officers, non-employee members of the Board, key employees, consultants and advisors to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other stock-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1. “Affiliate”

means any company or other trade or business that “controls,” is “controlled by” or is “under common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.

2.2. “Award”

means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-based Award or cash award under the Plan.

2.3. “Award Agreement”

means a written agreement between the Company and a Grantee, or notice from the Company or an Affiliate to a Grantee that evidences and sets out the terms and conditions of an Award.

2.4. “Board”

means the Board of Directors of the Company.

2.5. “Cause”

shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means, as determined by the Company and unless otherwise provided in an applicable Award Agreement: (i) engaging in any act, or failing to act in dereliction or disregard of the Grantee’s duties to the Company, or misconduct that in any such case is injurious to the Company or its Affiliates; (ii) gross negligence or willful misconduct in connection with the performance of duties; (iii) conviction of (or entering a plea of guilty or nolo contendere to) a criminal offense (other than a minor traffic offense); (iv) fraud, embezzlement or misappropriation of funds or property of the Company or an Affiliate; (v) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreement, if any, between the Service Provider and the Company or an Affiliate; (vi) the entry of an order duly issued by any regulatory agency (including federal, state and local regulatory agencies and self-regulatory bodies) having jurisdiction over the Company or an Affiliate requiring the removal from any office held by the Service Provider with the Company or prohibiting or materially limiting a Service Provider from participating in the business or affairs of the Company or any Affiliate; or (vii) the revocation or threatened revocation of any of the Company’s or any Affiliate’s government licenses, permits or approvals, which is primarily due to the Service Provider’s action or inaction and such revocation or threatened revocation would be alleviated or mitigated in any material respect by the termination of the Service Provider’s Services.

2.6. “Change in Control”

shall have the meaning set forth in Section 15.2.2.

2.7. “Code”

means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.8. “Committee”

means the Compensation Committee of the Board, or such other committee as determined by the Board. The Compensation Committee of the Board may, in its discretion, designate a subcommittee of its members to serve as the Committee (to the extent the Board has not designated another person, committee or entity as the Committee). Following the IPO, (i) the Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed; (ii) for purposes of Awards to Covered Employees intended to constitute Performance Awards, to the extent required by Code Section 162(m), Committee means all of the members of the Compensation Committee who are “outside directors” within the meaning of Section 162(m) of the Code; and (iii) for purposes of Awards to Grantees who are subject to Section 16 of the Exchange Act, Committee means all of the members

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of the Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.

2.9. “Company”

means VPHealth, Inc., a Delaware corporation, or any successor corporation.

2.10. “Common Stock”

or “Stock” means a share of common stock of the Company, par value $0.001 per share.

2.11. “Covered Employee”

means a Grantee who is a “covered employee” within the meaning of Section 162(m)(3) of the Code as qualified by Section 12.4 herein.

2.12. “Disability”

shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement; or, if there is no such definition, “Disability” means, as determined by the Company and unless otherwise provided in an applicable Award Agreement, the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, “Disability” means “permanent and total disability” as set forth in Section 22(e)(3) of the Code.

2.13. “Effective Date”

means August 31, 2011, the date the Plan was approved by the Company’s Board of Directors.

2.14. “Exchange Act”

means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.15. “Fair Market Value”

of a share of Common Stock as of a particular date shall mean (1) if the Common Stock is listed on a national securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (2) if the shares of Common Stock are not then listed on a national securities exchange, or the value of such shares is not otherwise determinable, such value

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as determined by the Board in good faith in its sole discretion (but in any event not less than fair market value within the meaning of Section 409A).

2.16. “Family Member”

means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein, a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.

2.17. “Grant Date”

means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board in the Award Agreement or the Board’s resolution of approval of such Award.

2.18. “Grantee”

means a person who receives or holds an Award under the Plan.

2.19. “Incentive Stock Option”

means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.20. “IPO”

means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

2.21. “Non-qualified Stock Option”

means an Option, or any portion thereof, that is not an Incentive Stock Option.

2.22. “Option”

means an option to purchase one or more shares of Stock pursuant to the Plan.

2.23. “Option Price”

means the exercise price for each share of Stock subject to an Option.

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2.24. “Other Stock-based Awards”

means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference to, or otherwise based on, Common Stock.

2.25. “Performance Award”

means an Award made subject to the attainment of performance goals (as described in Section 12) over a performance period of from one (1) to five (5) years.

2.26. “Plan”

means this VPHealth, Inc. 2011 Equity Incentive Plan.

2.27. “Purchase Price”

means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.

2.28. “Restricted Stock”

means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.29. “Restricted Stock Unit”

means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.

2.30. “SAR Exercise Price”

means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.

2.31. “SEC”

means the United States Securities and Exchange Commission.

2.32. “Section 409A”

means Section 409A of the Code and all formal guidance and regulations promulgated thereunder.

2.33. “Securities Act”

means the Securities Act of 1933, as now in effect or as hereafter amended.

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2.34. “Separation from Service”

means a termination of Service by a Service Provider, as determined by the Board, which determination shall be final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.

2.35. “Service”

means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate.

2.36. “Service Provider”

means an employee, officer, non-employee member of the Board, consultant or advisor of the Company or an Affiliate.

2.37. “Stock Appreciation Right”

or “SAR” means a right granted to a Grantee under Section 9 hereof.

2.38. “Subsidiary”

means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.39. “Substitute Award”

means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company or a Subsidiary or with which the Company or an Affiliate combines.

2.40. “Ten Percent Stockholder”

means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.41. “Termination Date”

means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board under Section 5.2 hereof.

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2.42. “Transition Period” means the period beginning with the consummation of an IPO and ending as of the earlier of (i) the date of the first annual meeting of shareholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the IPO occurs and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2).

3. ADMINISTRATION OF THE PLAN

3.1. General.

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect to the authority of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, to the extent such power or responsibilities have been delegated. Except as specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. Following the IPO, the Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities exchange on which the Common Stock may then be listed. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation, the Board shall have full and final authority, subject to the other terms and conditions of the Plan, to:

(i) designate Grantees;

(ii) determine the type or types of Awards to be made to a Grantee;

(iii) determine the number of shares of Stock to be subject to an Award;

(iv) establish the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(v) prescribe the form of each Award Agreement; and

(vi) amend, modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan, to modify Awards to foreign nationals

7

or individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.

3.2. Restrictions; No Repricing.

Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or SAR that causes the Option or SAR if such amendment or modification could reasonably be expected to materially impair the rights of the Grantee with respect to the Option or SAR (other than amendments or modifications which are required in order to conform such Option or SAR to applicable law), without the Grantee’s written prior approval. Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or SAR to lower its Option Price or SAR Exercise Price; (B) any other action that is treated as a “repricing” under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise Price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange under clause (C) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Grantee.

3.3. Award Agreements.

The grant of any Award shall be evidenced by the Grantee executing the appropriate Award Agreement. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, or as otherwise required under applicable law or the listing requirements of any exchange on which shares of the Company’s capital stock are traded, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

If any of the Company’s financial statements are required to be restated, the Company may recover all or a portion of any Award made to any Grantee (including any proceeds received by the Grantee from the sale or other transfer of shares issued or issuable under an Award) with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount, as determined by the Board, by which the affected Award exceeds the amount that would have been payable had the financial statements been initially filed as restated. In no event shall the amount which the Company shall be eligible to recover hereunder be less than the amount required to be repaid or

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recovered under applicable law or the listing requirements of any exchange on which shares of the Company’s capital stock are traded.

3.4. Deferral Arrangement.

The Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock units.

3.5. No Liability.

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or Award Agreement.

3.6. Book Entry.

Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.

4. STOCK SUBJECT TO THE PLAN

4.1. Authorized Number of Shares.

Subject to adjustment under Section 15, the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is Two Million Two Hundred Eighty-Five Thousand Three Hundred Seventeen (2,285,317) shares. The total number of shares of Common Stock described in the preceding sentence shall be available for issuance under Incentive Stock Options. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock-based Award, and the maximum amount of cash for any cash-based Award, intended to constitute “performance-based compensation” under Code Section 162(m) granted to any Grantee in any specified period shall be established by the Company and approved by the Company’s stockholders.

4.2. Share Counting.

Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. If any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan. If shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee (which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase

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Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again become available for issuance under the Plan. In addition, in the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1. Term.

The Plan shall be effective as of the Effective Date, subject to the approval by the stockholders of the Company in the manner and within the time required under Section 422(b)(1) of the Code. Subject to such approval by the stockholders and to the requirement that no shares of Common Stock may be issue hereunder prior to such approval, Awards may be granted hereunder on and after adoption of the Plan by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date. Notwithstanding the foregoing, the Plan may be terminated on any earlier date as provided in Section 5.2.

5.2. Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent upon the approval of the Company’s stockholders. No Awards shall be made after the Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1. Service Providers.

Subject to this Section, Awards may be made to any Service Provider, including any Service Provider who is an employee, officer, non-employee member of the Board, consultant or advisor of the Company or of any Affiliate, as the Board shall determine and designate from time to time in its discretion.

6.2. Successive Awards.

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

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6.3. Stand-Alone, Additional, Tandem, and Substitute Awards.

Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall have the right to require the surrender of such other Award in consideration for the grant of the new Award. Subject to Section 3.2, the board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).

7. AWARD AGREEMENT

Each Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1. Option Price.

The Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent (110%) of the Fair Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.

8.2. Vesting.

Subject to Section 8.3 hereof, each Option shall become exercisable at such times and under such conditions (including, without limitation, performance requirements) as shall be determined by the Board and stated in the Award Agreement.

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8.3. Term.

Each Option shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the related Award Agreement; provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five (5) years from its Grant Date.

8.4. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved by the stockholders of the Company as provided herein or (ii) after the occurrence of an event which results in termination of the Option.

8.5. Method of Exercise.

An Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the shares. To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time.

8.6. Rights of Holders of Options.

Unless otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 15 hereof or the related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.7. Delivery of Stock Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock subject to the Option.

8.8. Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the

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first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1. Right to Payment.

A SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award Agreement for an SAR shall specify the SAR Exercise Price, which shall be fixed at the Fair Market Value of a share of Stock on the Grant Date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option following the Grant Date of such Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s grant price may not be less than the Fair Market Value of a share of Stock on the Grant Date of the SAR.

9.2. Other Terms.

The Board shall determine at the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

9.3. Term of SARs.

The term of a SAR granted under the Plan shall be determined by the Board, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

9.4. Payment of SAR Amount.

Upon exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Stock, as determined by the Board) in an amount determined by multiplying:

(i) the difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR Exercise Price; by

(ii) the number of shares of Stock with respect to which the SAR is exercised.

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10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS

10.1. Restrictions.

At the time of grant, the Board may, in its sole discretion, establish a period of time (a “restricted period”) and/or any additional restrictions or conditions for the vesting of an Award of Restricted Stock or Restricted Stock Units, including the satisfaction of corporate or individual performance objectives applicable to such Award, in accordance with Section 12.1 and 12.2. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different restricted period and/or different or additional restrictions or conditions. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other applicable restrictions.

10.2. Restricted Stock Certificates.

The Company shall issue stock, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee; provided, however, that such certificates shall bear a legend or legends that comply with the Delaware General Corporation Law, as well as applicable securities laws and regulations, and that make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.3. Rights of Holders of Restricted Stock.

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have rights as stockholders of the Company, including voting and dividend rights.

10.4. Rights of Holders of Restricted Stock Units.

10.4.1. Settlement of Restricted Stock Units.

Restricted Stock Units may be settled in cash or Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also set forth whether the Restricted Stock Units shall be settled (i) within the time period specified in Section 17.11.1 for short term deferrals or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which events such Restricted Stock Units shall be settled.

10.4.2. Voting and Dividend Rights.

Unless otherwise stated in the applicable Award Agreement, holders of Restricted Stock Units shall not have rights as stockholders of the Company, including no voting or dividend or dividend equivalents rights.

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10.4.3. Creditor’s Rights.

A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.5. Purchase of Restricted Stock.

The Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement. If specified in the Award Agreement, the Purchase Price may be deemed paid by Services already rendered. The Purchase Price shall be payable in a form described in Section 11 or, in the discretion of the Board, in consideration for past Services rendered.

10.6. Delivery of Stock.

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be.

11. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

11.1. General Rule.

Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this Section 11.

11.2. Surrender of Stock.

To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant.

11.3. Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Stock) following the IPO, to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the

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Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 17.3.

11.4. Other Forms of Payment.

To the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules, including, but not limited to, the issuance of a promissory note by the Grantee, and/or the Company’s withholding of shares of Stock otherwise due to the exercising Grantee.

12. TERMS AND CONDITIONS OF PERFORMANCE AWARDS

12.1. Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to performance conditions, except as limited under Section 12.2 hereof in the case of a Performance Award intended to qualify under Code Section 162(m).

12.2. Performance Awards Granted to Designated Covered Employees.

If and to the extent that the Board determines that a Performance Award to be granted to a Grantee who is designated by the Board as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 12.2.

12.2.1. Performance Goals Generally.

The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Board consistent with this Section 12.2. Following the end of the Transition Period, performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Board result in the achievement of performance goals being “substantially uncertain.” The Board may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the grant, exercise and/or settlement of such Performance Awards. Performance goals may, in the discretion of the Board, be established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries or business segments, as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies or indices). Measurement of performance goals may exclude (in the discretion of the Board) the

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impact of charges for restructuring, discontinued operations, extraordinary items, and other unusual non-recurring items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards granted to any one Grantee or to different Grantees.

12.2.2. Business Criteria.

One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Board in establishing performance goals for such Performance Awards: net sales; revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre-or after-tax income (before or after allocation of corporate overhead and bonuses; net earnings; earnings per share; net income (before or after taxes); return on equity; total shareholder return; return on assets or net assets; appreciation in and/or maintenance of, share price; market share; gross profits; earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reduction in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital; cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins; gross margins or cash margin; year-end cash; debt reductions; shareholder equity; regulatory performance; implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel and any other business criteria established by the Board.

12.2.3. Timing for Establishing Performance Goals.

Following the Transition Period, performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).

12.2.4. Settlement of Performance Awards; Other Terms.

Settlement of Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Board. The Board may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.

12.3. Written Determinations.

All determinations by the Board as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards, shall be made in writing in the case of any Award intended to qualify under Code Section 162(m) to the extent required by Code
Section 162(m). To the extent permitted by Code Section 162(m), the Board may delegate any responsibility relating to such Performance Awards.

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12.4. Status of Section 12.2 Awards under Code Section 162(m).

The provisions of this Section 12.4 are applicable following the Transition Period. It is the intent of the Company that Performance Awards under Section 12.2 hereof granted to persons who are designated by the Board as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Board, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms of Section 12.2, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Board cannot determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Board, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

13. OTHER STOCK-BASED AWARDS

13.1. Grant of Other Stock-based Awards.

Other Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company, including without limitation, the Company’s incentive compensation plan. Subject to the provisions of the Plan, the Board shall have the sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of such Awards. Unless the Board determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain such provisions as the Board determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

13.2. Terms of Other Stock-based Awards.

Any Common Stock subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

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14. REQUIREMENTS OF LAW

14.1. General.

The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

14.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

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15. EFFECT OF CHANGES IN CAPITALIZATION

15.1. Adjustments for Changes in Capital Structure.

Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards, and in the Option Price, SAR Exercise Price or Purchase Price per share of any outstanding Awards in order to prevent dilution or enlargement of Grantees’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to a Change in Control) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the Option Price, SAR Exercise Price or Purchase Price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to the nearest whole cent. In no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. The Board in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate. Adjustments determined by the Board pursuant to this Section shall be made in accordance with Section 409A to the extent applicable.

15.2. Change in Control.

15.2.1. Consequences of a Change in Control.

Subject to the requirements and limitations of Section 409A if applicable, the Board may provide for any one or more of the following in connection with a Change in Control:

(a) Accelerated Vesting. The Board may, in its discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Grantee’s Service prior to, upon, or following such Change in Control, to such extent as the Board shall determine.

(b) Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity

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or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Grantee, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Board, in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

(c) Cash-Out of Awards. The Board may, in its discretion and without the consent of any Grantee, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Grantees in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.

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15.2.2. Change in Control Defined.

A Change in Control shall mean the occurrence of any of the following events:

(a) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); or

(b) a reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; or

(c) a complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or

(d) during any period of 24 consecutive months, the Incumbent Directors cease to constitute a majority of the Board of Directors; “Incumbent Directors” shall mean individuals who were members of the Board of Directors at the beginning of such period or individuals whose election or nomination for election to the Board of Directors by the Company’s stockholders was approved by a vote of at least a majority of the then Incumbent Directors (but excluding any individual whose initial election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).

Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section 409A.

15.3. Adjustments.

Adjustments under this Section 15 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

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16. NO LIMITATIONS ON COMPANY

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

17. TERMS APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN

17.1. Disclaimer of Rights.

No provision in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

17.2. Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including, without limitation, the granting of stock options as the Board in its discretion determines desirable.

17.3. Withholding Taxes.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii) otherwise due in connection with an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold the minimum required number of shares of Stock otherwise issuable to

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the Grantee as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 17.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

17.4. Right of First Refusal; Right to Repurchase.

17.4.1. Right of First Refusal.

Except as otherwise expressly provided in an Award Agreement, stockholders’ agreement or other agreement to which a Grantee is a party, at any time prior to registration by the Company of its Common Stock under Section 12 of the Exchange Act, the Company shall have a right of first refusal with respect to any proposed sale or other disposition by Grantees (and their successors in interest by purchase, gift or other mode of transfer) of any shares of Common Stock issued to them under the Plan which are transferable. This right of first refusal shall be exercisable by the Company in accordance with the terms and conditions established by the Board.

17.4.2. Right of Repurchase.

Except as otherwise expressly provided in an Award Agreement, stockholders’ agreement or other agreement to which a Grantee is a party, at any time prior to registration by the Company of its Common Stock under Section 12 of the Exchange Act, in the case of any Grantee whose Separation from Service is for Cause, or where the Grantee has, in the Board’s reasonable determination, taken any action prior to or following his Separation of Service which would have constituted grounds for Cause, the Company shall have the right, exercisable at any time and from time to time thereafter, to repurchase from the Grantee (or any successor in interest by purchase, gift or other mode of transfer) any shares of Common Stock issued to such Grantee under the Plan for the purchase price paid by the Grantee for such shares of Common Stock (or the Fair Market Value of such Common Stock at the time of repurchase, if lower).

17.5. Market Standoff Requirement.

Except as otherwise expressly provided in an Award Agreement, stockholders’ agreement or other agreement to which a Grantee is a party, in connection with any underwritten public offering of its Common Stock (“Offering”) and upon request of the Company or the underwriters managing the Offering, during the period commencing on the date of the final prospectus relating to the Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), Grantees shall not be

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permitted to (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, or (c) enter into an arrangement with a third party by which such third party engages in any of the foregoing actions for the benefit of the Grantee, whether any such transaction described in these clauses (a) through (c) is to be settled by delivery of Capital Stock or other securities, in cash or otherwise, without the prior written consent of the Company or such underwriters, as the case may be.

17.6. Captions.

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or any Award Agreement.

17.7. Other Provisions.

Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. In the event of any conflict between the terms of an employment agreement and the Plan, the terms of the employment agreement govern.

17.8. Number and Gender.

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

17.9. Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

17.10.    Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to the principles of conflicts of law, provided that the provisions set forth herein that are required to be governed by the Delaware General Corporation Law shall be governed by such law.

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17.11.    Section 409A.

17.11.1.   Short-Term Deferrals.

For each Award intended to comply with the short-term deferral exception provided for under Section 409A, the related Award Agreement shall provide that such Award shall be paid out by the later of (i) the 15th day of the third month following the Grantee’s first taxable year in which the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company’s first taxable year in which the Award is no longer subject to a substantial risk of forfeiture.

17.11.2.   Adjustments.

To the extent that the Board determines that a Grantee would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A as a result of any provision of any Award, to the extent permitted by Section 409A, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The Board shall determine the nature and scope of such amendment.

17.12.    Separation from Service.

The Board shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the appropriate Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, the actions that will be taken upon the occurrence of a Separation from Service, including, but not limited to, accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service.

17.13.   Transferability of Awards.

17.13.1.   Transfers in General.

Except as provided in Section 17.13.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or the Grantee’s personal representative) may exercise rights under the Plan.

17.13.2.   Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose of this Section 17.13.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 17.13.2, any such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred

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Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 17.13.2 or by will or the laws of descent and distribution.

17.14.   Dividends and Dividend Equivalent Rights.

If specified in the Award Agreement, the recipient of an Award under this Plan may be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Grantee may be paid currently or may be deemed to be reinvested in additional shares of Stock or other securities of the Company at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend was paid to shareholders, as determined in the sole discretion of the Board.

VP HEALTH, INC.
By:	/s/    Frank Williams
Title:	CEO

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EX-10.9

Exhibit 10.9

AMENDMENT NO. 1

TO THE

EVOLENT HEALTH, INC. 2011 EQUITY INCENTIVE PLAN

This Amendment No. 1 (this “Amendment”) is made by Evolent Health Holdings, Inc. (the “Company”), as of September 23, 2013. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Evolent Health, Inc. 2011 Equity Incentive Plan (the “Plan”).

WHEREAS, pursuant to (i) that certain Agreement and Plan of Reorganization by and among the Company, Evolent Health, Inc., a Delaware corporation (“Evolent”) and Evolent Health LLC, a Delaware limited liability company; and (ii) that certain Assignment and Assumption Agreement by and among the Company and Evolent, the Company assumed Evolent’s rights and obligations under the Plan;

WHEREAS, the Company now maintains the Plan;

WHEREAS, pursuant to Section 5.2 of the Plan, the Board of Directors of the Company reserves the authority to amend the Plan (the “Board”); and

WHEREAS, the Board and the stockholders of the Company have determined that it is in the best interest of the Company to amend the Plan to provide for an increase in the maximum number of shares of Common Stock reserved and available for issuance under the plan to 2,286,583 and have authorized said increase.

NOW, THEREFORE, in accordance with the foregoing, the Plan is amended as follows:

1. The first sentence of Section 3.3 of the Plan is hereby amended and restated in its entirety to read as follows:

3.3 The grant of any Award shall be evidenced by the Grantee executing the appropriate Award Agreement.

2. Section 4.1 of the Plan is hereby amended and restated in its entirety to read as follows:

4.1. Authorized Number of Shares. Subject to adjustment under Section 15, the aggregate number of shares of Common Stock that may be initially issued pursuant to the Plan is Two Million Two Hundred Eighty-Five Thousand Three Hundred Seventeen (2,285,317) shares. The total number of shares of Common Stock described in the preceding sentence shall be available for issuance under Incentive Stock Options. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time. No later than the end of the Transition Period, the maximum number of shares for each type of Stock- Based Award, and the maximum amount of cash for any cash-based Award, intended to constitute “performance-based compensation” under Code Section 162(m) granted to any

Grantee in any specified period shall be established by the Company and approved by the Company’s stockholders.

3. Except as modified by this Amendment, all the terms and provisions of the Plan shall continue in full force and effect.

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IN WITNESS WHEREOF, to record the adoption of this Amendment to the Plan, the Company has caused the execution of this instrument on this 23rd day of September, 2013.

EVOLENT HEALTH HOLDINGS, INC.
By:	/s/ Seth Blackley
	Name: Seth Blackley
	Title:   President

[Signature Page to Amendment to Equity Incentive Plan]

EX-10.10

Exhibit 10.10

EVOLENT HEALTH, INC.

2015 OMNIBUS INCENTIVE COMPENSATION PLAN

SECTION 1. Purpose. The purpose of this Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) is to promote the interests of Evolent Health, Inc. and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of the Company (as defined below) and its Affiliates (as defined below), including Evolent Health LLC, and (b) enabling such individuals to participate in the long-term growth and financial success of the Company.

SECTION 2. Definitions. As used herein, the following terms shall have the meanings set forth below:

“Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee. For the avoidance of doubt, Affiliates of the Company shall include Evolent Health LLC and its Subsidiaries.

“Award” means any award that is permitted under Section 6 and granted under the Plan.

“Applicable Exchange” means the New York Stock Exchange or any other national stock exchange or quotation system on which the Shares may be listed or quoted.

“Award Agreement” means any written or electronic agreement, contract or other instrument or document evidencing any Award, which may (but need not) require execution or acknowledgment by a Participant.

“Board” means the Board of Directors of the Company.

“Cash Incentive Award” means an Award (a) granted pursuant to Section 6(g), (b) that is settled in cash and (c) the value of which is set by the Committee and is not calculated by reference to the Fair Market Value of a Share.

“Cause” shall (a) have the meaning set forth in an Award Agreement or, if the Participant is party to a written employment or services agreement with the Company that includes a definition of “cause”, the meaning set forth in such agreement or (b) if there is no definition set forth in an Award Agreement or applicable employment or services agreement, mean:

(i) the Participant’s failure to perform any of the Participant’s material duties to the Company, including, without limitation, a breach of the Company’s code of ethics, conflict of interest or employment policies;

(ii) the Participant’s misappropriation of a material business opportunity of the Company, including securing or attempting to secure any personal profit in connection with any transaction entered into on behalf of the Company;

(iii) the Participant’s misappropriation (or attempted misappropriation) of any Company funds or property;

(iv) the Participant’s conviction of, indictment for (or its procedural equivalent), or entering of a guilty plea or plea of no contest with respect to (or its procedural equivalent), a felony or any other crime involving dishonesty or theft of property;

(v) the Participant’s commission of one or more acts of sexual harassment in violation of applicable federal, state or local laws;

(vi) the Participant’s use of illegal drugs, abuse of controlled substances, or abuse or excessive use of alcohol, which (in the case of alcohol use) interferes with or affects the Participant’s responsibilities to the Company or which reflects negatively upon the integrity or reputation of the Company; or

(vii) the Participant’s breach of the terms of any employment agreement, confidentiality agreement, non-competition agreement or non-solicitation agreement or any other material agreement between the Participant and the Company, after giving effect to the notification provisions, if any, and the mechanisms to remedy or cure such breach as described in any such agreement.

The Company shall determine whether conduct constituting “Cause” has occurred for purposes of any Award. For purposes of this definition, (x) “Company” includes any Subsidiary or Affiliate and (y) “Cause” is not limited to events that have occurred before a termination of the Participant’s employment or services with the Company, nor is it necessary that the Company’s finding of “Cause” occur prior to termination of such employment or services with the Company.

“Change of Control” shall (a) have the meaning set forth in an Award Agreement; provided, however, that except in the case of a transaction similar to a transaction described in subparagraph (b)(iii) below, any definition of Change of Control set forth in an Award Agreement shall provide that a Change of Control shall not occur until consummation or effectiveness of a change in control of the Company, rather than upon the announcement, commencement, stockholder approval or other potential occurrence of any event or transaction that, if completed, would result in a change in control of the Company, or (b) if there is no definition set forth in an Award Agreement, mean the occurrence of any of the following events:

(i) during any period of 24 consecutive calendar months, individuals who were directors of the Company on the first day of such period (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director subsequent to the first day of such period whose election, or nomination for election, by the Company’s

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stockholders was made pursuant to the Stockholders Agreement or approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act) (a “Person”), in each case other than the Board;

(ii) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its Subsidiaries, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable (each of the events referred to in this clause (A) being hereinafter referred to as a “Reorganization”) or (B) the sale or other disposition of all or substantially all the assets of the Company to an entity that is not an Affiliate (a “Sale”), in each case, if such Reorganization or Sale requires the approval of the Company’s stockholders under the law of the Company’s jurisdiction of organization (whether such approval is required for such Reorganization or Sale or for the issuance of securities of the Company in such Reorganization or Sale), unless, immediately following such Reorganization or Sale, (1) all or substantially all the Persons who were the “beneficial owners” (as used in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of the securities eligible to vote for the election of the Board (“Company Voting Securities”) outstanding immediately prior to the consummation of such Reorganization or Sale continue to beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization or Sale (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Company”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization or Sale, of the outstanding Company Voting Securities (excluding, for such purposes, any outstanding voting securities of the Continuing Company that such beneficial owners hold immediately following the consummation of the Reorganization or Sale as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than the Company), (2) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Company or any entity controlled by the Continuing Company) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of the Continuing Company and (3) at least 50% of the members of the board of directors of the Continuing Company were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or Sale or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization or Sale;

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(iii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (ii) above that does not otherwise constitute a Change of Control; or

(iv) any Person, corporation or other entity or “group” (as used in Section 13(d) of the Exchange Act) (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (C) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the voting power of the Company Voting Securities) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company Voting Securities; provided, however, that for purposes of this subparagraph (iv), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate (y) any acquisition by an underwriter temporarily holding such Company Voting Securities pursuant to an offering of such securities or any acquisition by a pledgee of Company Voting Securities holding such securities as collateral or temporarily holding such securities upon foreclosure of the underlying obligation or (z) any acquisition pursuant to a Reorganization or Sale that does not constitute a Change of Control for purposes of subparagraph (ii) above.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and the Treasury Regulations.

“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer the Plan.

“Company” means Evolent Health, Inc., a corporation organized under the laws of Delaware, together with any successor thereto.

“Deferred Share Unit” means a deferred share unit Award that represents an unfunded and unsecured promise to deliver Shares in accordance with the terms of the applicable Award Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

“Exercise Price” means (a) in the case of each Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be purchased pursuant to such Option or (b) in the case of each SAR, the price specified in the applicable Award Agreement as the reference price-per-Share used to calculate the amount payable to the Participant pursuant to such SAR.

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“Fair Market Value” means, except as otherwise provided in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (b) with respect to Shares, as of any date, (i) the closing per-share sales price of Shares as reported by the Applicable Exchange for such stock exchange for such date or if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee consistent with the requirements of Sections 409A and 422 of the Code, to the extent applicable.

“Incentive Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6(b) of the Plan and (b) is intended to qualify for special Federal income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement.

“Independent Director” means a member of the Board (a) who is neither an employee of the Company nor an employee of any Affiliate, and (b) who, at the time of acting, is a “Non-Employee Director” under Rule 16b-3.

“Nonqualified Stock Option” means an option to purchase Shares from the Company that (a) is granted under Section 6(b) of the Plan and (b) is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option or both, as the context requires.

“Participant” means any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or its Affiliates, including, for the avoidance of doubt, Evolent Health LLC, who is eligible for an Award under Section 5 and who is selected by the Committee to receive an Award under the Plan or who receives a Substitute Award pursuant to Section 4(c).

“Performance Compensation Award” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 6(e) of the Plan.

“Performance Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award or Performance Unit or, if applicable, any Cash Incentive Award.

“Performance Formula” means, for a Performance Period, the one or more formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award or Performance Unit or, if applicable, the Cash Incentive Award of a particular Participant, whether all, some portion but less than all, or none of such Award has been earned for the Performance Period.

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“Performance Goal” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

“Performance Period” means the one or more periods of time as the Committee may select over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award or Performance Unit or, if applicable, a Cash Incentive Award.

“Performance Unit” means an Award under Section 6(f) of the Plan that has a value set by the Committee (or that is determined by reference to a valuation formula specified by the Committee or the Fair Market Value of Shares), which value may be paid to the Participant by delivery of such property as the Committee shall determine, including without limitation, cash or Shares, or any combination thereof, upon achievement of such Performance Goals during the relevant Performance Period as the Committee shall establish at the time of such Award or thereafter.

“Plan” shall have the meaning specified in Section 1.

“Restricted Share” means a Share that is granted under Section 6(d) of the Plan that is subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the applicable Award Agreement.

“RSU” means a restricted stock unit Award that is granted under Section 6(d) of the Plan and is designated as such in the applicable Award Agreement and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the applicable Award Agreement.

“Rule 16b-3” means Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.

“SAR” means a stock appreciation right Award that is granted under Section 6(c) of the Plan and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share on the date of exercise of the SAR over the Exercise Price per Share of the SAR, subject to the terms of the applicable Award Agreement.

“SEC” means the Securities and Exchange Commission or any successor thereto and shall include the staff thereof.

“Shares” means shares of Class A Common Stock of the Company, $0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (b) as may be determined by the Committee pursuant to Section 4(b).

“Stockholders Agreement” means that a certain stockholders agreement by and among the Company, The Advisory Board, TPG Growth II BDH, L.P., TPG Eagle Holdings L.P. and UPMC, dated as of [                ], 2015.

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“Subsidiary” means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the total combined voting power of all classes of its stock.

“Substitute Awards” shall have the meaning specified in Section 4(c).

“Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unrestricted Pool” means 75,000 Shares available for issuance under the Plan pursuant to Section 4.

SECTION 3. Administration. (a) Composition of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors, as determined by the Board; provided that, to the extent necessary to comply with the rules of the Applicable Exchange and Rule 16b-3 and to satisfy any applicable requirements of Section 162(m) of the Code and any other applicable laws or rules, the Committee shall be composed of two or more directors, all of whom shall be Independent Directors and all of whom shall (i) qualify as “outside directors” under Section 162(m) of the Code and (ii) meet the independence requirements of the Applicable Exchange.

(b) Authority of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine the number of Shares or dollar value to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of any Awards, (v) determine the vesting schedules of Awards (which, except for Awards relating to a number of Shares not to exceed the Unrestricted Pool and Awards subject to vesting in whole or part based on performance criteria, shall provide for full vesting no earlier than 12 months after the applicable grant date, subject to any accelerated vesting and/or exercisability, as applicable, determined by the Committee in an Award Agreement, the Plan or any other applicable arrangement to apply upon the occurrence of a specified event) and, if certain performance criteria must be attained in order for an Award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria have been attained, (vi) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (viii) interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan,

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(ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards, (xi) amend an outstanding Award or grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Committee Decisions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award and any stockholder.

(d) Indemnification. No member of the Board, the Committee or any employee of the Company (each such person, a “Covered Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by the Company from and against (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws, in each case, as may be amended from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

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(e) Delegation of Authority to Senior Officers. Subject to applicable law, the Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion, to one or more senior officers of the Company, the authority to make grants of Awards to officers (other than any officer subject to Section 16 of the Exchange Act), employees and consultants of the Company and its Affiliates (including any prospective officer (other than any such officer who is expected to be subject to Section 16 of the Exchange Act), employee or consultant) and all necessary and appropriate decisions and determinations with respect thereto. In the event of any delegation described in the preceding sentence, the term “Committee”, as used herein, shall include the senior officer or officers so delegated to the extent of such delegation.

(f) Awards to Independent Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.

SECTION 4. Shares Available for Awards; Cash Payable Pursuant to Awards. (a) Shares and Cash Available. (i) Subject to adjustment as provided in Section 4(b), the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan, shall be equal to 1,500,000 (the “Plan Share Limit”).

(ii) Subject to adjustment as provided in Section 4(b), each Share with respect to which an Award denominated in Shares is granted under the Plan shall reduce the Plan Share Limit by one Share. Upon exercise of a stock-settled SAR, each Share with respect to which such stock-settled SAR is exercised shall be counted as one Share against the Plan Share Limit, regardless of the number of Shares actually delivered upon settlement of such stock-settled SAR. Awards that are required to be settled in cash will not reduce the Plan Share Limit. Subject to adjustment as provided in Section 4(b), the maximum aggregate number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be equal to 1,500,000 (such amount, the “Plan ISO Limit”).

(iii) If any Award granted under the Plan is (A) forfeited, or otherwise expires, terminates or is canceled without the delivery of all Shares subject thereto, or (B) is settled other than wholly by delivery of Shares (including cash settlement), then, in the case of clauses (A) and (B), the number of Shares subject to such Award that were not issued with respect to such Award will not be treated as issued for purposes of reducing the Plan Share Limit. For the avoidance of doubt, no Shares that are surrendered or tendered to the Company in payment of the Exercise Price of an Option or any taxes required to be withheld in respect of an Award shall again become available to be delivered pursuant to Awards granted under the Plan.

(iv) With respect to Awards that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, subject to adjustment as provided in Section 4(b), (A) in the case of Awards that are settled in Shares, the maximum aggregate number of Shares with respect to which Awards may be granted in any fiscal year of the Company under the Plan (1) to any Participant shall be 1,250,000 (the “Annual Individual Plan Share Limit”), (B) in the case of Awards that are

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settled in cash based on the Fair Market Value of a Share, the maximum aggregate amount of cash that may be paid pursuant to Awards granted to any Participant in any fiscal year of the Company under the Plan shall be equal to the per-Share Fair Market Value as of the relevant vesting, payment or settlement date multiplied by the Annual Individual Plan Share Limit, and (C) in the case of all Awards to Participants (other than Independent Directors) other than those described in clauses (A) And (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to Awards under the Plan to any Participant in any fiscal year of the Company shall be equal to $5,000,000.

(v) Subject to adjustment as provided in Section 4(b), (A) in the case of Awards that are settled in Shares, the maximum aggregate number of Shares with respect to which Awards may be granted in any fiscal year of the Company under the Plan and to any Independent Director shall be 125,000 (the “Annual Independent Director Plan Share Limit”), (B) in the case of Awards that are settled in cash based on the Fair Market Value of a Share, the maximum aggregate amount of cash that may be paid pursuant to Awards granted to any Independent Director in any fiscal year of the Company under the Plan shall be equal to the per-Share Fair Market Value as of the relevant vesting, payment or settlement date multiplied by the Annual Independent Director Plan Share Limit, and (C) in the case of all Awards to Independent Directors other than those described in clauses (A) And (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to Awards under the Plan to any Independent Director in any fiscal year of the Company shall be equal to $500,000.

(b) Adjustments for Changes in Capitalization and Similar Events. (i) In the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off, the Committee shall equitably adjust any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including (1) Plan Share Limit, (2) the Plan ISO Limit, (3) the Annual Individual Plan Share Limit and (4) the Annual Independent Director Plan Share Limit, and (B) the terms of any outstanding Award, including (1) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price, if applicable, with respect to any Award; provided, however, that the Committee shall determine the method and manner in which to effect such equitable adjustment.

(ii) In the event that the Committee determines that any reorganization, merger, consolidation, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares (including any Change of Control) such that an adjustment is determined by the Committee in its discretion to be appropriate or desirable, then the Committee may (A) in such manner as it may deem appropriate or desirable, equitably adjust any or all of (1) the number of Shares or other securities of the Company (or number and kind of other

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securities or property) with respect to which Awards may be granted, including (W) the Plan Share Limit, (X) the Plan ISO Limit (Y) the Annual Individual Plan Share Limit and (Z) the Annual Independent Director Plan Share Limit, and (2) the terms of any outstanding Award, including (X) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (Y) the Exercise Price, if applicable, with respect to any Award, (B) if deemed appropriate or desirable by the Committee, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (C) if deemed appropriate or desirable by the Committee, cancel and terminate any Option or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.

(c) Substitute Awards. Awards may, in the discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of its Affiliates or a company acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines (“Substitute Awards”); provided, however, that in no event may any Substitute Award be granted in a manner that would violate the prohibitions on repricing of Options and SARs, as set forth in clauses (i), (ii) or (iii) of Section 7(b). The number of Shares underlying any Substitute Awards shall be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall not be counted against the Plan Share Limit; provided further, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify for special tax treatment under Sections 421 and 422 of the Code that were previously granted by an entity that is acquired by the Company or any of its Affiliates or with which the Company or any of its Affiliates combines shall be counted against the maximum aggregate number of Shares available for Incentive Stock Options under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

SECTION 5. Eligibility. Any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company or any of its Affiliates shall be eligible to be designated a Participant.

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SECTION 6. Awards. (a) Types of Awards. Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted Shares, (iv) RSUs, (v) Performance Compensation Awards, (vi) Performance Units, (vii) Cash Incentive Awards, (viii) Deferred Share Units and (ix) other equity based or equity related Awards that the Committee determines are consistent with the purpose of the Plan and the interests of the Company. Awards may be granted in tandem with other Awards. No Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is ineligible to receive an Incentive Stock Option under the Code.

(b) Options. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom Options shall be granted, (B) subject to Section 4(a), the number of Shares subject to each Option to be granted to each Participant, (C) whether each Option shall be an Incentive Stock Option or a Nonqualified Stock Option and (D) the terms and conditions of each Option, including the vesting criteria, term, methods of exercise and methods and form of settlement. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any regulations related thereto, as may be amended from time to time. Each Option granted under the Plan shall be a Nonqualified Stock Option unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options.

(ii) Exercise Price. The Exercise Price of each Share covered by each Option shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the Option is granted); provided, however, that in the case of each Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the per-Share Exercise Price shall be no less than 110% of the Fair Market Value per Share on the date of the grant.

(iii) Vesting and Exercise. Subject to the minimum vesting provisions of Section 3(b)(v), each Option shall be vested and exercisable at such times, in such manner and subject to such terms and conditions as the Committee may, in its sole and plenary discretion, specify in the applicable Award Agreement or thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to the extent it has already vested at the time of exercise. Each Option shall be deemed to be exercised when written or electronic notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment pursuant to Section 6(b)(iv) for the Shares with respect to which the Award is exercised has been received by the Company. Exercise of each Option in any manner shall result in a decrease in the number of Shares that thereafter may be available for sale under the Option and, except as expressly set forth in Sections 4(a) and 4(c), in the number of Shares that may be available for

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purposes of the Plan, by the number of Shares as to which the Option is exercised. The Committee may impose such conditions with respect to the exercise of each Option, including any conditions relating to the application of Federal or state securities laws, as it may deem necessary or advisable.

(iv) Payment. (A) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor is received by the Company, and the Participant has paid to the Company (or the Company has withheld in accordance with Section 9(d)) an amount equal to any Federal, state, local and foreign income and employment taxes required to be withheld. Such payments may be made in cash (or its equivalent) or, in the Committee’s sole and plenary discretion, (a) by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest), (b) if there shall be a public market for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver cash promptly to the Company, (c) by having the Company withhold Shares from the Shares otherwise issuable pursuant to the exercise of the Option (for the avoidance of doubt, the Shares withheld shall be counted against the maximum number of Shares that may be delivered pursuant to the Awards granted under the Plan as provided in Section 4(a) or (d) through any other method (or combination of methods) as approved by the Committee; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company, together with any Shares withheld by the Company in accordance with this Section 6(b)(iv) or Section 9(d), as of the date of such tender, is at least equal to such aggregate Exercise Price and the amount of any Federal, state, local or foreign income or employment taxes required to be withheld, if applicable.

(v) Expiration. Except as otherwise set forth in the applicable Award Agreement, each Option shall expire immediately, without any payment, upon the earlier of (A) the tenth anniversary of the date the Option is granted and (B) three months after the date the Participant who is holding the Option ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates. In no event may an Option be exercisable after the tenth anniversary of the date the Option is granted.

(c) SARs. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom SARs shall be granted, (B) subject to Section 4(a), the number of SARs to be granted to each Participant, (C) the Exercise Price thereof and (D) the terms and conditions of each SAR, including the vesting criteria, term, methods of exercise and methods and form of settlement.

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(ii) Exercise Price. The Exercise Price of each Share covered by a SAR shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the SAR is granted).

(iii) Vesting and Exercise. Each SAR shall entitle the Participant to receive an amount upon exercise equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in its sole and plenary discretion, whether a SAR shall be settled in cash, Shares, other securities, other Awards, other property or a combination of any of the foregoing. Subject to the minimum vesting provisions of Section 3(b)(v), each SAR shall be vested and exercisable at such time, in such manner and subject to such terms and conditions as the Committee may, in its discretion, specify in the applicable Award Agreement or thereafter.

(iv) Substitution SARs. The Committee shall have the ability to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in Shares (or SARs settled in Shares or cash in the Committee’s discretion) (“Substitution SARs”) for outstanding Nonqualified Stock Options (“Substituted Options”); provided that (A) the substitution shall not otherwise result in a modification of the terms of any Substituted Option, (B) the number of Shares underlying the Substitution SARs shall be the same as the number of Shares underlying the Substituted Options and (C) the Exercise Price of the Substitution SARs shall be equal to the Exercise Price of the Substituted Options. If, in the opinion of the Company’s auditors, this provision creates adverse accounting consequences for the Company, it shall be considered null and void.

(v) Expiration. Except as otherwise set forth in the applicable Award Agreement, each SAR shall expire immediately, without any payment, upon the earlier of (A) the tenth anniversary of the date the SAR is granted and (B) three months after the date the Participant who is holding the Option ceases to be a director, officer, employee or consultant of the Company or one of its Affiliates. In no event may SAR be exercisable after the tenth anniversary of the date the SAR is granted.

(d) Restricted Shares and RSUs. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom Restricted Shares and RSUs shall be granted, (B) subject to Section 4(a), the number of Restricted Shares and RSUs to be granted to each Participant, (C) subject to the minimum vesting provisions of Section 3(b)(v), the duration of the period during which, and the conditions, if any, under which, the Restricted Shares and RSUs may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting criteria, term and methods and form of settlement.

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(ii) Transfer Restrictions. Restricted Shares and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in the Plan or as may be provided in the applicable Award Agreement; provided, however, that the Committee may, in its discretion, determine that Restricted Shares and RSUs may be transferred by the Participant for no consideration. Each Restricted Share may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the applicable Participant, such certificates must bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of such certificates until such time as all applicable restrictions lapse.

(iii) Payment/Lapse of Restrictions. Each RSU shall be granted with respect to a specified number of Shares (or a number of Shares determined pursuant to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares (or a number of Shares determined pursuant to a specified formula). RSUs shall be paid in cash, Shares, other securities, other Awards or other property, as determined in the sole and plenary discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. If a Restricted Share or an RSU is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, all requirements set forth in Section 6(e) must be satisfied in order for the restrictions applicable thereto to lapse.

(e) Performance Compensation Awards. (i) General. The Committee shall have the authority, at the time of grant of any Award, to designate such Award (other than an Option or SAR) as a Performance Compensation Award in order for such Award to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. Options and SARs granted under the Plan shall not be included among Awards that are designated as Performance Compensation Awards under this Section 6(e).

(ii) Eligibility. The Committee shall, in its sole discretion, designate within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) which Participants shall be eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a Participant as eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle such Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 6(e). Moreover, designation of a Participant as eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant as eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.

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(iii) Discretion of the Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select (A) the length of such Performance Period, (B) the type(s) of Performance Compensation Awards to be issued, (C) the Performance Criteria that will be used to establish the Performance Goal(s), (D) the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, and (E) the Performance Formula; provided that any such Performance Formula shall be objective and non-discretionary. Within the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(iv) Performance Criteria. Notwithstanding the foregoing, the Performance Criteria that shall be used to establish the Performance Goal(s) with respect to Performance Compensation Awards shall be based on the attainment of specific levels of performance of the Company or any of its Subsidiaries, Affiliates, divisions or operational units, or any combination of the foregoing, and shall be limited to the following: (A) net sales; (B) revenue; (C) revenue growth or product revenue growth, (D) operating income (before or after taxes) (E) return on equity; (F) total shareholder return; (G) return on assets or net assets; (H) appreciation in and/or maintenance of, share price; (I) market share; (J) gross profits; (K) earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); (L) economic value-added models or equivalent metrics; (M) comparisons with various stock market indices; (N) reduction in costs; (O) cash flow or cash flow per share (before or after dividends); (P) return on capital (including return on total capital or return on invested capital); (Q) cash flow return on investment; (R) improvement in or attainment of expense levels or working capital levels; (S) operating margins; (T) gross margins or cash margin; (U) year-end cash; (V) debt reductions; (W) shareholder equity; (X) regulatory performance; (Y) implementation, completion or attainment of measurable objectives with respect to research, development, products or projects; (Z) recruiting and maintaining personnel; (AA) objective measures of productivity or operating efficiency; (BB) product pricing targets; (CC) combined ratio; (DD) operating ratio; (EE) leverage ratio; (FF) credit rating; (GG) borrowing levels; (HH) level or amount of acquisitions; (II) enterprise value; (JJ) book, economic book or intrinsic book value (including book value per share) and (KK) customer satisfaction survey results. Such Performance Criteria may be applied on an absolute basis, be relative to one or more peer companies of the Company or indices or any combination thereof or, if applicable, be computed on an accrual or cash accounting basis. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of the applicable Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective manner the method of calculating the Performance Criteria it selects to use for such Performance Period.

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(v) Modification of Performance Goals. The Committee is authorized at any time during the first 90 days of a Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code), or any time thereafter (but only to the extent the exercise of such authority after such 90-day period (or such shorter period, if applicable) would not cause the Performance Compensation Awards granted to any Participant for the Performance Period to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code), in its sole and plenary discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period to the extent permitted under Section 162(m) of the Code (A) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company, or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal) or (B) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or the financial statements of the Company or any of its Affiliates, Subsidiaries, divisions or operating units (to the extent applicable to such Performance Goal), or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles, law or business conditions.

(vi) Payment of Performance Compensation Awards. (A) Condition to Receipt of Payment. A Participant must be employed by the Company or one of its Subsidiaries on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period. Notwithstanding the foregoing and to the extent permitted by Section 162(m) of the Code, in the discretion of the Committee, Performance Compensation Awards may be paid to Participants who have retired or whose employment has terminated prior to the last day of the Performance Period for which a Performance Compensation Award is made, or to the designee or estate of a Participant who died prior to the last day of a Performance Period.

(B) Limitation. Except as otherwise permitted by Section 162(m) of the Code, a Participant shall be eligible to receive a payment in respect of a Performance Compensation Award only to the extent that (1) the Performance Goal(s) for the relevant Performance Period are achieved and certified by the Committee in accordance with Section 6(e)(vi)(C) and (2) the Performance Formula as applied against such Performance Goal(s) determines that all or some portion of such Participant’s Performance Compensation Award has been earned for such Performance Period.

(C) Certification. Following the completion of a Performance Period, the Committee shall certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the objective Performance Formula. The Committee shall then determine the actual amount of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply negative discretion as authorized by Section 6(e)(vi)(D).

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(D) Negative Discretion. In determining the actual amount of an individual Performance Compensation Award for a Performance Period, the Committee may, in its sole and plenary discretion, reduce or eliminate the amount of the Award earned in the Performance Period, even if applicable Performance Goals have been attained and without regard to any employment agreement between the Company and a Participant.

(E) Discretion. Except as otherwise permitted by Section 162(m) of the Code, in no event shall any discretionary authority granted to the Committee by the Plan be used to (1) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, (2) increase a Performance Compensation Award for any Participant at any time after the first 90 days of the Performance Period (or, if shorter, the maximum period allowed under Section 162(m) of the Code) or (3) increase the amount of a Performance Compensation Award above the maximum amount payable under Section 4(a) of the Plan.

(F) Form of Payment. In the case of any Performance Compensation Award other than a Restricted Share, RSU or other equity-based Award that is subject to performance-based vesting conditions, such Performance Compensation Award shall be payable, in the discretion of the Committee, in cash or in Restricted Shares, RSUs or fully vested Shares of equivalent value and shall be paid on such terms as determined by the Committee in its discretion. Any Restricted Shares and RSUs shall be subject to the terms of this Plan (or any successor equity-compensation plan) and any applicable Award Agreement. The number of Restricted Shares, RSUs or Shares that is equivalent in value to a dollar amount shall be determined in accordance with a methodology specified by the Committee within the first 90 days of the relevant Performance Period (or, if shorter, within the maximum period allowed under Section 162(m) of the Code).

(f) Performance Units. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine the Participants to whom Performance Units shall be granted.

(ii) Value of Performance Units. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met during a Performance Period, will determine in accordance with Section 4(a) the number and/or value of Performance Units that will be paid out to the Participant.

(iii) Earning of Performance Units. Subject to the provisions of the Plan, after the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive a payout of the number and value of Performance Units earned by the Participant over the Performance Period, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding Performance Goals have been achieved.

(iv) Form and Timing of Payment of Performance Units. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, may pay earned Performance Units in the form of cash or in Shares (or in a combination thereof) that

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have an aggregate Fair Market Value equal to the value of the earned Performance Units at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions in the applicable Award Agreement deemed appropriate by the Committee. The determination of the Committee with respect to the form and timing of payout of such Awards shall be set forth in the applicable Award Agreement. If a Performance Unit is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, all requirements set forth in Section 6(e) must be satisfied in order for a Participant to be entitled to payment.

(g) Cash Incentive Awards. (i) Grant. Subject to the provisions of the Plan, the Committee, in its sole and plenary discretion, shall have the authority to determine (A) the Participants to whom Cash Incentive Awards shall be granted, (B) subject to Section 4(a), the amount of Cash Incentive Awards to be granted to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the Cash Incentive Awards may vest or may be forfeited to the Company and (D) the other terms and conditions of each Cash Incentive Award. Each Cash Incentive Award shall have an initial value that is established by the Committee at the time of grant. The Committee shall set performance goals or other payment conditions in its discretion, which, depending on the extent to which they are met during a specified performance period, shall determine the amount and/or value of the Cash Incentive Award that shall be paid to the Participant.

(ii) Earning of Cash Incentive Awards. Subject to the provisions of the Plan, after the applicable vesting period has ended, the holder of a Cash Incentive Award shall be entitled to receive a payout of the amount of the Cash Incentive Award earned by the Participant over the specified performance period, to be determined by the Committee, in its sole and plenary discretion, as a function of the extent to which the corresponding performance goals or other conditions to payment have been achieved.

(iii) Payment. If a Cash Incentive Award is intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, all requirements set forth in Section 6(e) must be satisfied in order for a Participant to be entitled to payment.

(h) Other Stock-Based Awards. Subject to the provisions of the Plan, including the minimum vesting provisions of Section 3(b)(v), the Committee shall have the sole and plenary authority to grant to Participants other equity-based or equity-related Awards (including Deferred Share Units and fully vested Shares) (whether payable in cash, equity or otherwise) in such amounts and subject to such terms and conditions as the Committee shall determine; provided that any such Awards must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.

(i) Dividends and Dividend Equivalents. In the sole and plenary discretion of the Committee, an Award, other than an Option, SAR or Cash Incentive Award, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole

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and plenary discretion, including (i) payment directly to the Participant, (ii) withholding of such amounts by the Company subject to vesting of the Award or (iii) reinvestment in additional Shares, Restricted Shares or other Awards; provided, however, that a Participant shall be eligible to receive dividends or dividend equivalents in respect of any Performance Compensation Award that is payable upon the achievement of Performance Goals only to the extent that (A) the Performance Goals for the relevant Performance Period are achieved and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Award has been earned for such Performance Period.

SECTION 7. Amendment and Termination. (a) Amendments to the Plan. Subject to any applicable law or government regulation, to any requirement that must be satisfied if the Plan is intended to be a stockholder-approved plan for purposes of Section 162(m) of the Code and to the rules of the Applicable Exchange, the Plan may be amended, modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder approval shall be required for any amendment that would (i) increase either the Plan Share Limit or the Plan ISO Limit, (ii) change the class of employees or other individuals eligible to participate in the Plan or (iii) result in the amendment, cancellation or action described in clause (i), (ii) or (iii) of the second sentence of Section 7(b) being permitted without the approval by the Company’s stockholders; provided, however, that any adjustment under Section 4(b) shall not constitute an increase for purposes of this Section 7(a)(i). No amendment, modification or termination of the Plan may, without the consent of the Participant to whom any Award shall theretofor have been granted, materially and adversely affect the rights of such Participant (or his or her transferee) under such Award, unless otherwise provided by the Committee in the applicable Award Agreement.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any Award theretofor granted, prospectively or retroactively; provided, however, that, except as set forth in the Plan, unless otherwise provided by the Committee in the applicable Award Agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair the rights of any Participant or any holder or beneficiary of any Award theretofor granted shall not to that extent be effective without the consent of the applicable Participant, holder or beneficiary. Notwithstanding the preceding sentence, in no event may any Option or SAR (i) be amended to decrease the Exercise Price thereof, (ii) be canceled at a time when its Exercise Price exceeds the Fair Market Value of the underlying Shares in exchange for another Option or SAR or any Restricted Share, RSU, other equity-based Award, award under any other equity-compensation plan or any cash payment or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or SAR, unless such amendment, cancelation or action is approved by the Company’s stockholders. For the avoidance of doubt, an adjustment to the Exercise Price of an Option or SAR that is made in accordance with Section 4(b) or Section 8 shall not be considered a reduction in Exercise Price or “repricing” of such Option or SAR.

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(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Section 6(e)(v) and the penultimate sentence of Section 7(b), the Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4(b) or the occurrence of a Change of Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law (i) whenever the Committee, in its sole and plenary discretion, determines that such adjustments are appropriate or desirable, including providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event, (ii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by providing for a cash payment to the holder of an Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (iii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion, by canceling and terminating any Option or SAR having a per-Share Exercise Price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.

SECTION 8. Change of Control. Unless otherwise provided in the applicable Award Agreement, in the event of a Change of Control after the date of the adoption of the Plan, all Awards that are outstanding and unvested as of immediately prior to a Change of Control (after giving effect to any action by the Committee pursuant to Section 7(c)) shall remain outstanding and unvested immediately thereafter, provided, however, that, if within 12 months following a Change of Control, a Participant’s employment or services, as applicable, with the Company and its Affiliates is terminated without Cause, then (a) any outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the date of such termination, (ii) all Performance Units, Cash Incentive Awards and Awards designated as Performance Compensation Awards shall automatically vest and be paid out immediately as if the date of such termination were the last day of the applicable Performance Period and “target” performance levels had been attained, and (iii) all other outstanding Awards (i.e., other than Options, SARs, Performance Units, Cash Incentive Awards and Awards designated as Performance Compensation Awards) then held by Participants that are unexercisable, unvested or still subject to restrictions or forfeiture, shall automatically be deemed exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination.

SECTION 9. General Provisions. (a) Nontransferability. Except as otherwise specified in the applicable Award Agreement, during the Participant’s lifetime, each Award (and any rights and obligations thereunder) shall be exercisable only by the Participant, or, if permissible under applicable law, by the Participant’s legal guardian or

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representative, and no Award (or any rights and obligations thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that, (i) the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) the Board or the Committee may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability; provided, however, that Incentive Stock Options shall not be transferable in any way that would violate Section 1.422-2(a)(2) of the Treasury Regulations and in no event may any Award (or any rights and obligations thereunder) be transferred in any way in exchange for value. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted successors and assigns.

(b) No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

(c) Share Certificates. All certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, the Applicable Exchange and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, the Company shall not deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

(d) Withholding. (i) Authority to Withhold. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant, the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such taxes.

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(ii) Alternative Ways to Satisfy Withholding Liability. Without limiting the generality of Section 9(d)(i), subject to the Committee’s discretion, a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest) having a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option or SAR, or the lapse of the restrictions on any other Award (in the case of SARs and other Awards, if such SARs and other Awards are settled in Shares), a number of Shares having a Fair Market Value equal to such withholding liability.

(e) Section 409A. (i) It is intended that the provisions of the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

(ii) No Participant or the creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to any Participant or for the benefit of any Participant under the Plan may not be reduced by, or offset against, any amount owing by any such Participant to the Company or any of its Affiliates.

(iii) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (A) such Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (B) the Company shall make a good faith determination that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first business day after such six-month period. Such amount shall be paid without interest, unless otherwise determined by the Committee, in its sole discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant Participant.

(iv) Notwithstanding any provision of the Plan to the contrary, if it is determined that an Award hereunder is subject to the requirements of Section 409A of the Code, for purposes of payment and settlement of such Award, the Company will not be deemed to have undergone a Change of Control unless the Company has undergone a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of a corporation” within the meaning of Section 409A(a)(2)(A)(v) of the Code.

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(v) Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to any Award as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such Participant’s account in connection with an Award (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold such Participant harmless from any or all of such taxes or penalties.

(f) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including the effect on such Award of the death, disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.

(g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, shares, other types of equity-based awards (subject to stockholder approval if such approval is required) and cash incentive awards, and such arrangements may be either generally applicable or applicable only in specific cases.

(h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained as a director, officer, employee or consultant of or to the Company or any Affiliate, nor shall it be construed as giving a Participant any rights to continued service on the Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any directorship or consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(i) No Rights as Stockholder. No Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of Restricted Shares, except as provided in the applicable Award Agreement, the Participant shall be entitled to the rights of a stockholder (including the right to vote) in respect of such Restricted Shares. Except as otherwise provided in Section 4(b), Section 7(c) or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares, other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered.

(j) Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

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(k) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l) Other Laws; Restrictions on Transfer of Shares. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole and plenary discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole and plenary discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal and any other applicable securities laws.

(m) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on one hand, and a Participant or any other Person, on the other. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.

(n) Recoupment of Awards. Any Award Agreement may provide for recoupment by the Company of all or any portion of an Award if the Company’s financial statements are required to be restated due to noncompliance with any financial reporting requirement under the Federal securities laws. This Section 9(n) shall not be the Company’s exclusive remedy with respect to such matters.

(o) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(p) Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision. No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the

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Committee in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Shares under the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Committee action to make such an election and the Participant makes the election, the Participant shall notify the Committee of such election within ten days of filing notice of the election with the Internal Revenue Service (or any successor thereto) or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or any other applicable provision.

(q) Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code. If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Company of such disposition within ten days of such disposition.

(r) Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Whenever the words “include”, “includes” or “including” are used in the Plan, they shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be deemed to be exclusive.

SECTION 10. Term of the Plan. (a) Effective Date. The Plan shall be effective as of the date of its adoption by the Board.

(b) Expiration Date. No Award shall be granted under the Plan after the tenth anniversary of the date the Plan is adopted by the Board under Section 10(a). Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award, shall nevertheless continue thereafter.

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EX-10.11

Exhibit 10.11

Execution Copy

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) made this 12th day of March, 2014, is entered into by and between EVOLENT HEALTH, LLC, a Delaware limited liability company (the “Company”) and NCP, INC., a New Hampshire corporation (the “Consultant”).

WHEREAS, Norman Payson, M.D. (“Payson”) is the sole shareholder of the Consultant;

WHEREAS, Payson has agreed to serve as a member of the Board of Directors (a “Director”) of each of the Company and the Company’s affiliate, Evolent Health Holdings, Inc. (“Holdings”).

WHEREAS, in addition to (and not as part of) Payson’s service as a Director, the Company desires to retain the Consultant to perform certain consulting and advisory services for the Company, as more particularly described herein;

WHEREAS, the Consultant is engaged in other capacities and has agreed to provide such consulting and advisory services in addition to, and separate from and independent of, its duties with respect to any other entity, pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the Consultant’s other business pursuits will not interfere with or prohibit the provision of such consulting and advisory services; and

WHEREAS, the Consultant shall perform the consulting and advisory services for the Company hereunder solely through the personal services of Payson.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company and the Consultant agree as follows:

1. Engagement and Duties. The Consultant will provide the services set forth on Exhibit A hereto, as well as such other related services as may be agreed to from time to time by the Company and the Consultant (the “Services”). The Consultant will use its reasonable commercial efforts to perform the Services in a timely manner.

2. Compensation. For all of the Services to be rendered by the Consultant to the Company hereunder, the Company shall compensate the Consultant as follows:

(a) The Company shall pay the Consultant a fee of $200,000 per year (the “Fee”), which shall be payable in equal monthly installments in arrears, on the first business day of each month during the Term and such Fee shall be in addition to any compensation to which Payson is entitled for serving as a Director. The Fee shall be earned on a daily basis and shall be non-refundable.

(b) The Company shall reimburse the reasonable out-of-pocket expenses incurred by the Consultant in the performance of the Services, upon the presentation of supporting documentation and in accordance with the Company’s customary travel, lodging and expense-reimbursement policies. Not in limitation of the foregoing, (i) air travel shall be reimbursed at the lesser of (1) the actual expense incurred for any such travel and (2) the unrestricted business-class rate for such trip (the “Air Travel Expense Cap”), (ii) any individual expense in excess of $5,000 must be preapproved in writing by the Company and (iii) no expense for which the Company is liable hereunder may be incurred or assessed by, or in respect of, any person other than the Consultant or Payson without the prior written consent of the Company, which may be withheld in its discretion. The Company acknowledges that the Consultant’s air travel expenses will exceed the Air Travel Expense Cap from time to time. The Consultant will submit to the Company invoices showing its out-of-pocket air travel expenses, and the Company shall reimburse the Consultant for such expenses up to the Air Travel Expense Cap in accordance with the first sentence of this Section 2(b). The Company shall have the responsibility for determining the unrestricted business-

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class rate with respect to any such air travel expense, and shall use reasonable commercial efforts to maintain a record of any air travel expenses that exceed the Air Travel Expense Cap and are not reimbursed to the Consultant (the “Unreimbursed Expenses”).

(c) Except for the Fee and the reimbursement of the Consultant’s expenses, as provided in Section 2(b) hereof, the Consultant shall not be entitled to receive, and shall not receive, any compensation, royalties or payments for the provision of the Services.

3. Term and Termination.

(a) This Agreement will continue in effect indefinitely until the earlier to occur of (i) delivery of written notice of termination by the Company terminating the Agreement, at any time for any or no reason, to the Consultant, or (ii) delivery of written notice of termination by the Consultant, for any reason or no reason, to the Company. The period from the date hereof through the effective date of termination of this Agreement is hereinafter referred to as the “Term”.

(b) Upon the termination of this Agreement for any reason, the Consultant shall be entitled to (i) payment of the accrued but unpaid Fee for the period through the effective date of termination, and (ii) reimbursement of all expenses incurred in connection with the performance of the Services through the effective date of termination, to the extent otherwise permitted under Section 2(b) hereof.

4. Company Confidential Information; Assignment of Inventions; Non-Solicitation.

(a) The Consultant agrees that all information of a private, secret or confidential nature disclosed by or on behalf of the Company to the Consultant concerning the Company’s business, operations, software, solutions, and financial affairs (collectively, the “Company Confidential Information”) is and shall be the property of the Company. By way of illustration, but not limitation, the Company Confidential Information may include marketing and sales strategies, pricing information, negotiation strategies, financial data, product and service specifications, personnel data and computer programs (including software used pursuant to a third-party license agreement). The Consultant shall not disclose any of the Company Confidential Information to any person or entity other than employees of or other persons engaged by the Company in the course of performing the Services, or use any such Confidential Information for any purposes (other than in the performance of its duties for the Company) without written approval of the Company, either during or after its engagement with the Company. Notwithstanding the foregoing, Company Confidential Information shall not include any information that (i) has become public knowledge without fault by the Consultant, (ii) is or becomes available to the Consultant on a non-confidential basis from a third-party source, provided that such third party is not under a duty of confidentiality to the Company with respect to such information, (iii) was known by or in the possession of the Consultant prior to being disclosed by the Company, (iv) is independently developed by the Consultant without reference to or use of any of the Company Confidential Information, or (v) is required to be disclosed pursuant to applicable law or order.

(b) The Consultant agrees that all Company Confidential Information contained in files, documents, letters, memoranda, reports, records, data, equipment, computer equipment or devices, computer programs or other written, photographic, or other tangible material, whether created by the Consultant or others, which shall come into its custody, possession or control, shall be used by the Consultant only in the performance of its duties for the Company.

(c) The Consultant agrees that its obligation not to disclose or use information of the type set forth in Sections 4(a) and 4(b) above (i.e., if such types of information would constitute Company

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Confidential Information) also extends to such types of information, materials and tangible property of suppliers or clients of the Company or other third parties which are disclosed to the Consultant in the course of performing the Services.

(d) The Consultant hereby grants to the Company a perpetual, irrevocable, nonexclusive, and fully paid-up license to all intellectual property in the work product that is prepared by the Consultant and delivered to the Company in the course of performing the Services.

(e) During the Term and for Twelve (12) months after the termination of this Agreement, neither the Consultant nor Payson will, without the Company’s or Holdings’ prior consent:

(i) induce any employee of the Company or Holdings to terminate his or her employment with the Company or Holdings in order to join with the Consultant or Payson in any business or other venture in which the Consultant or Payson maintains a financial interest, whether or not competitive with the Company or Holdings, provided that this restriction shall not apply to any general solicitations or advertisements for work which are not directed at or intended for such employee; or

(ii) in competition with the Company or Holdings, directly or (at the direction of the Consultant) indirectly solicit (1) customers of the Company or Holdings or (2) prospective customers of the Company or Holdings that the Consultant or Payson had material dealings with in connection with the Consultant’s work for the Company or Holdings and that (a) the Company or Holdings identified as prospective customers to the Consultant or Payson or (b) the Consultant or Payson otherwise knew were prospective customers, provided that this restriction shall not apply to any general solicitation of customers with which the Consultant or Payson maintained an active and substantive relationship prior to the commencement of the Services.

5. Independent Contractor Status. It is the express intention of the parties hereto that the Consultant’s relationship with the Company is strictly that of an independent contractor and nothing contained in this Agreement shall be construed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. The Consultant will have the authority to control and direct the performance of the details of the Services, the Company being interested only in the results obtained. The Consultant shall have no authority to take any action on behalf of the Company, to hold himself out as an officer or agent of the Company, or to bind the Company by any promise, agreement, or representation, or in any manner, including, without limitation, transact business, receive payments, waive any right or claim, or incur obligations.

6. Indemnification. Subject to the further provisions of this Section 6, the Company hereby covenants and agrees to waive and hold the Consultant and each of its shareholders, directors, officers, employees, agents, successors and assigns (the “Indemnitees”) harmless from, any claim arising as a result of the Consultant’s performance of the Services hereunder. In addition, if any Indemnitee is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Consultant is or was providing the Services to the Company, or as a result of the Consultant’s being a consultant to the Company at any time, the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law, as the same currently exists or may hereafter be amended (but only to the extent than any such amendment increased the indemnification protection available to the Indemnitee), against all expenses (including, without limitation, reasonable attorneys’ fees) reasonably incurred or suffered by the Indemnitee in connection therewith, and such indemnification shall continue as to Indemnitee even if Consultant is no longer providing the Services to the Company and shall inure to the benefit of Indemnitee’s heirs, executors and administrators. The foregoing hold harmless and indemnity obligations of the Company shall not apply to any claim unless the Indemnitee acted in good

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faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal proceeding, the Indemnitee had no reasonable cause to believe such Indemnitee’s conduct was unlawful.

7. Equitable Relief.

(a) The Consultant acknowledges that the restrictions contained in Section 4 of this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Consultant to be reasonable for such purpose. The Consultant acknowledges that any breach of the provisions of Section 4 may result in immediate and irreparable injury to the Company for which the Company may not be adequately compensated by monetary damages alone. Therefore, in the event of any such breach or threatened breach, in addition to any other remedy it may have, the Company shall be entitled to seek specific performance of this Agreement by the Consultant.

(b) Notwithstanding the foregoing, if any restriction set forth in Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic areas as to which it may be enforceable.

8. Corporate Opportunity Waiver.

(a) Subject to Sections 8(c) and (d) hereof, and any contractual obligations by which the Consultant or Payson may be bound from time to time, neither the Consultant nor Payson shall have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company or any of the Company’s affiliates, including those business activities or lines of business deemed to be competing with the Company or any of the Company’s affiliates. To the fullest extent permitted by law neither the Consultant nor Payson shall be liable to the Company or its stockholders, or to any affiliate of the Company or such affiliate’s stockholders or members, for breach of any fiduciary duty, solely by reason of any such activities of the Consultant or Payson.

(b) To the fullest extent permitted by law, but subject to any contractual obligations by which the Consultant or Payson may be bound from time to time, neither the Consultant nor Payson shall have any duty to refrain from doing business with any client, customer or vendor of the Company or any of the Company’s affiliates, and without limiting Sections 8(c) and (d) hereof, neither the Consultant nor Payson shall be deemed to have breached its or his fiduciary duties, if any, to the Company or its members or to any affiliate of the Company or such affiliate’s stockholders or members solely by reason of engaging in any such activity.

(c) Subject to any contractual provisions by which the Consultant or Payson may be bound from time to time, unless a potential transaction or other matter was expressly offered to Payson (i) in the course of performing the Services or (ii) in his capacity as a director of the Company (or any of its affiliates), in the event that the Consultant or Payson acquires knowledge of a potential transaction or other matter which may be a corporate opportunity for the Consultant or Payson, on the one hand, and the Company (or any of its affiliates), on the other hand, neither the Consultant nor Payson shall have any duty to communicate or offer such corporate opportunity to the Company or any of its affiliates, and to the fullest extent permitted by law, neither the Consultant nor Payson shall be liable to the Company or its members, or any affiliate of the Company or such affiliate’s stockholders or members, for breach of any fiduciary duty or otherwise, solely by reason of the fact that the Consultant or Payson acquires, pursues or obtains such corporate opportunity for himself, directs such corporate opportunity to another person, or otherwise does not communicate information regarding such corporate opportunity to the Company or

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any of its affiliates, and the Company (on behalf of itself and its affiliates and their respective members, stockholders and affiliates) to the fullest extent permitted by law hereby waives and renounces any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Company or any of its affiliates in accordance with Section 122(17) of the GCL.

(d) Subject to any contractual provisions by which the Consultant or Payson may be bound from time to time, in the event that the Consultant or Payson is offered or acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Company, on the one hand, and the Consultant or Payson, on the other hand (a “Mutual Corporate Opportunity”), the Consultant and Payson shall, to the fullest extent permitted by law, be deemed to have fully satisfied and fulfilled its and his fiduciary duty with respect to the Mutual Corporate Opportunity, and the Company (on behalf of itself and its members and its affiliates and their respective stockholders or members), to the fullest extent permitted by law, hereby waives and renounces any claim that such Mutual Corporate Opportunity constitutes a corporate opportunity that should be presented to the Company (or any of its affiliates) and agrees that such Mutual Corporate Opportunity may be pursued and taken advantage of by the Consultant or Payson, as applicable, if the Consultant or Payson, as applicable, acts in a manner consistent with the following policy: a Mutual Corporate Opportunity offered to the Consultant or Payson, at any time during which Payson is (i) performing any Services, or (ii) serving as a director of the Company (or its affiliates) shall belong to the Consultant or Payson, as applicable, unless such Mutual Corporate Opportunity was expressly offered to Payson, or Payson acquired such knowledge, (A) in the course of performing the Services or (B) in his capacity as a director of the Company or any of its affiliates, in which case such opportunity shall not be pursued by the Consultant or Payson, unless such Mutual Corporate Opportunity is presented to the Board of Directors of the Company (or the board of directors of any of its affiliates, as applicable), and the Company or such affiliate declines to pursue such Mutual Corporate Opportunity. For purposes of this Section 8(d), the term “corporate opportunity” shall include, but not be limited to, investment or business opportunities or activities, potential transactions or matters which the Company is financially able to undertake, which are, from their nature, in the line of the Company’s business, are of practical advantage to it and are opportunities in which the Company has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of the Consultant will be brought into conflict with that of the Company.

(e) Notwithstanding the foregoing, the Consultant acknowledges and agrees that if it engages, or proposes to engage (whether directly or through one or more affiliates), in a business activity that: (i) is or could reasonably be expected to become competitive with the business of the Company; or (ii) would pose a conflict with or, but for the terms of Sections 8(a)-(d) hereof, constitute a breach of the performance of the Consultant’s duties to the Company or Evolent under the Third Amended and Restated Certificate of Incorporation (the “Charter”) of Holdings, the Second Amended and Restated Operating Agreement (the “Operating Agreement”) of the Company and/or hereunder; then the Consultant shall promptly provide written notice to the Chairman of the Board of Directors of the Company of such business activity. Notwithstanding the foregoing, in no event shall this Section 8(e) require the Consultant or Payson to violate any confidentiality obligation to any third party.

9. Limitation of Consultant Liability. Notwithstanding anything to the contrary herein, in no event shall the Consultant or Payson be liable for any losses incurred by the Company as a result of the performance of the Services in excess of the (i) the Fee, minus (ii) the Unreimbursed Expenses, if any.

10. Provisions Separable. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

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11. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be given by hand delivery, electronic facsimile transmission, overnight courier, or registered or certified mail, return receipt requested (and shall be deemed effective upon receipt) and addressed to the recipient set forth below or at such other address or addresses as either party shall designate to the other in accordance with this Section 11:

If to the Company:

Evolent Health, LLC

800 N. Glebe Road

Suite 500

Arlington, VA 22203

Attn: President

Fax No: (571) 389-6001

with a copy to

Morgan, Lewis & Bockius LLP

225 Franklin Street, 16th Floor

Boston, Massachusetts 02110

Attn: Mark Stein, Esq.

Fax No: (617) 341-7701

If to the Consultant to:

NCP, Inc.

8 Centre Street

Concord, NH 03301

Attn: Norman Payson, M.D.

Fax No: (781) 466-8262

with a copy to

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Ave., NW

Washington, DC 20005

Attn: Jeremy London

Fax No: (202) 661-8299

12. Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Delaware, without giving effect to any principles of conflict of laws thereunder. Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced exclusively in a state or federal court located in the Commonwealth of Virginia and the parties hereby consent to the exclusive jurisdiction of, and venue, in such court.

13. Non-Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, which together shall constitute one and the same agreement.

15. Survival. Sections 4, 6, 7, 8, 9, 10, 12, 13, 16 and 17 shall survive the termination of this agreement and continue in full force and effect.

16. Entire Agreement; Amendment. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements and understandings. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Consultant.

17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

*******

IN WITNESS WHEREOF, the parties have duly executed this Consulting agreement as of the date first above written.

EVOLENT HEALTH, LLC
By:	/s/  Seth Blackley
	Name: Seth Blackley Title:   President

NCP, INC.:
By:	/s/  Norman Payson, M.D.
	Name: Norman Payson, M.D. Title:   President

[Signature Page to Consulting Agreement]

Exhibit A

Services

The Company’s Chief Executive Officer and President will direct the Services to be performed by the Consultant, which may include requesting services and guidance regarding specific customers. In addition, the Consultant will provide the Company with advice and guidance on Company strategy, as well as products and services to be offered by the Company. It is anticipated that the Consultant’s time will be distributed in the following manner:

1. System Development – 75%. The Company will identify markets for the Consultant to focus on, including, but not limited to, Michigan and Kentucky. The Consultant will be available on a weekly basis during a deal cycle to assist on deal structures and negotiation. Presently, the Company expects the Consultant to assist on the following deals:

a. Michigan (state-wide), including anchor site Sparrow Health System (scheduled);

b. Kentucky Baptist and their Bluegrass Health Plan (to be scheduled); and

c. 1-2 BPO targets, such as Henry Ford (TBD).

2. Existing Partner Growth – 15%. The Consultant will focus on educating the Company’s existing customers on the keys to success. The Consultant will be available by phone or in-person, from time to time, to present to customers on specific topics. Such topics may include:

a. IU Health Plan expansion (being scheduled), and

b. Piedmont/WellStar (potentially in Q2).

3. Deal Structuring – 10%. The Consultant will assist the Company in developing financial models.

EX-10.12

Exhibit 10.12

AMENDED AND RESTATED

HEALTHPLANET TECHNOLOGY LICENSE AGREEMENT

BETWEEN

UPMC

AND

EVOLENT HEALTH, INC.

EFFECTIVE FROM JUNE 27, 2013

Table of Contents

1.	DEFINITIONS	2
	1.1 Active Sales Process	2
	1.2 Affiliate	2
	1.3 Approved Entity	2
	1.4 Change of Control	2
	1.5 Confidential Information	2
	1.6 Continuity Clients	3
	1.7 Continuity IP	3
	1.8 Control	3
	1.9 Disclosing Party	3
	1.10 Evolent Clients	3
	1.11 Evolent Improvements	3
	1.12 Evolent Top Prospects	3
	1.13 Evolent Top Prospect List	4
	1.14 Expanded Entities	4
	1.15 Expanded Field of Use	4
	1.16 Expanded Territory	4
	1.17 Field of Use	4
	1.18 HealthPlaNet Technology	4
	1.19 Improvements	4
	1.20 Intellectual Property or IP	4
	1.21 Intellectual Property Rights	4
	1.22 Licensed IP	5
	1.23 Loss	5
	1.24 Permitted Users	5
	1.25 Person	5
	1.26 Pre-Existing IP	5
	1.27 Receiving Party	6
	1.28 Restricted Companies	6

i

	1.29 Restriction Period	6
	1.30 Restricted Products and Services	6
	1.31 SOW or Statement of Work	6
	1.32 Source Code	6
	1.33 Territory	6
	1.34 Territorial Restriction Period	7
	1.35 Trademarks	7
	1.36 UPMC Improvements	7
	1.37 UPMC IP	7
	1.38 UPMC Territory	7
2.	CONTRIBUTION OBLIGATIONS; ROYALTY-FREE LICENSES; ALLOCATION OF EQUITY	7
	2.1 Contribution of HealthPlaNet Technology License	7
	2.2 Royalty-Free Licenses; Allocation of Equity	7
3.	LICENSE GRANTS TO HEALTHPLANET TECHNOLOGY	7
	3.1 Licenses to HealthPlaNet Software	8
	3.1.1 HealthPlaNet License	8
	3.1.2 Expanded Non-Exclusive Licenses after the Restriction Period	8
	3.1.3 Non-Exclusive License to Provide Access to Permitted Users	8
	3.2 Non-Exclusive License Grant to Analytics Component	9
	3.3 Exceptions	9
	3.3.1 Additional Permitted Non-Exclusive Rights and Obligations	9
	3.3.2 Acquisition of Entity in UPMC Territory	11
	3.4 Other Restrictions and Covenants	11
	3.4.1 Use of Evolent Improvements	11
	3.4.2 No Disclosure of Source Code	11
	3.4.3 Notification of Unauthorized Access	12
	3.4.4 Open Source	12
	3.4.5 Use in UPMC Territory	12
	3.5 Reservation of Rights	12
	3.6 Designation of Relationship Managers	12
4.	DELIVERY OF SOURCE CODE; ROAD MAP; TRANSITION; ONGOING SUPPORT SERVICES	13

ii

	4.1 Forking and Delivery of Source Code	13
	4.2 Service and Support Agreement	13
5.	EVOLENT CLIENTS AND EVOLENT TOP PROSPECTS	13
6.	OWNERSHIP OF INTELLECTUAL PROPERTY; CROSS-LICENSES; PROTECTION OF INTELLECTUAL PROPERTY RIGHTS	14
	6.1 Pre-Existing IP	14
	6.2 Improvements by Evolent	14
	6.3 UPMC Improvements	15
	6.4 License-Back	15
	6.4.1 License-Back to UPMC of Evolent Improvements	15
	6.4.2 License-Back to Evolent of UPMC Improvements	16
	6.5 Prosecution and Maintenance; Enforcement of Intellectual Property Rights	17
	6.5.1 Prosecution and Maintenance of IP	17
	6.5.2 Patent Claims	17
	6.5.3 Enforcement of Intellectual Property Rights against Third Parties	17
	6.6 IP Development and Continuity Agreements	17
	6.6.1 IP Development	17
	6.6.2 Continuity Agreements	18
7.	CONFIDENTIALITY	18
	7.1 Confidential Information	18
	7.2 Non Disclosure	18
	7.3 Residuals	19
	7.4 Injunctive Relief	19
8.	WARRANTIES	19
	8.1 Authority/No Conflict	19
	8.2 Product Performance	19
	8.3 Non-Infringement; No Third Party Software; No Encumbrances	19
	8.4 Compliance with Laws/Approvals	20
	8.5 Limitations of Warranty	20

iii

9.	INDEMNIFICATION	20
	9.1 UPMC’s IP Indemnification	20
	9.2 Evolent’s IP Indemnification	20
	9.3 Exclusions from Obligation	21
	9.4 General Indemnification	21
	9.4.1 UPMC’s Indemnification	21
	9.4.2 Evolent’s Indemnification	21
	9.5 Indemnification Procedure	21
	9.5.1 Notice of Claim	21
	9.5.2 Process	22
10.	LIMITS OF LIABILITY	22
11.	TERMINATION	22
	11.1 Termination for Cause	22
	11.2 Survival	23
12.	ESCALATION; DISPUTE RESOLUTION	23
	12.1 First Level Performance Review	23
	12.2 Executive Level Performance Review	23
	12.3 Arbitration	23
	12.4 Continued Performance	25
	12.5 Equitable Relief	25
13.	MISCELLANEOUS PROVISION	25
	13.1 Good Faith and Mutual Agreement	25
	13.2 Independent Contractor	25
	13.3 Assignability	25
	13.4 Governing Law and Jurisdiction	25
	13.5 Force Majeure	26
	13.6 Entire Agreement	26
	13.7 Cumulative Remedies	26
	13.8 No Third Party Beneficiaries	26

iv

13.9 Headings	26
13.10 Binding Effect	26
13.11 Expenses	26
13.12 Notices	26
13.13 Press Releases	27
13.14 Use of Trademarks	27
13.15 Severability	28
13.16 Waiver	28
13.17 Counterparts	28

EXHIBIT A    LICENSE HEALTHPLANET TECHNOLOGY

EXHIBIT B1    RESTRICTED COMPANIES

EXHIBIT B2    EXCLUDED ENTITIES IN UPMC TERRITORY

EXHIBIT C    UPMC TRADEMARKS

v

AMENDED AND RESTATED

HEALTHPLANET TECHNOLOGY LICENSE AGREEMENT BETWEEN UPMC AND

EVOLENT HEALTH, INC.

THIS AMENDED AND RESTATED HEALTHPLANET TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC, a Pennsylvania nonprofit corporation (“UPMC”), and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).

RECITALS

WHEREAS, UPMC is a party to a certain Master Agreement (the “Master Agreement”) with The Advisory Board Company (“ABCO”) whereby UPMC and ABCO have agreed to contribute to the formation and the proposed operation of Evolent; and

WHEREAS, UPMC has developed and currently uses the software commonly known as the HealthPlaNet software, and related technology, analytics and other intellectual property (as detailed in Exhibit A attached hereto and incorporated by reference herein, and collectively referred to in Exhibit A as the “HealthPlaNet Software”), in the operation of UPMC’s business.

WHEREAS, UPMC has also developed and currently uses certain related tables (including the ESB, HIT table), rules engines, algorithms and identifi software, associated data and other intellectual property (as detailed in Exhibit A attached hereto and incorporated by reference herein, and referred to in Exhibit A as the “Analytics Component”), in the operation of UPMC’s business.

WHEREAS, as of the closing date of the Master Agreement (the “Closing Date”) UPMC and ABCO each agreed to enter into certain agreements with Evolent in furtherance of such Master Agreement by providing capital and certain assets and/or benefits and related services to Evolent, including without limitation that certain “HealthPlaNet Technology License Agreement” (the “Original HealthPlaNet License”) effective as of the Closing Date and with respect to the license of certain rights in HealthPlaNet Software and the Analytics Component;

WHEREAS, the Parties now intend to terminate the Original HealthPlaNet License Agreement effective as of Effective Date set forth above and amend and restate their respective rights and obligations as set forth in the Original HealthPlaNet License Agreement in this Agreement;

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 “Active Sales Process” with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased Restricted Products and Services from UPMC prior to such date or (b) was engaged in active discussions with UPMC about acquiring Restricted Products and Services (including, but not limited to, a review of the applicable offering of Restricted Products and Services) as of such date.

1.2 “Affiliate” means any Person which Controls, is Controlled by, or is in common Control with, another Person.

1.3 “Approved Entity” means (a) health systems, (b) physician groups, (c) physician groups or health systems that own or Control health insurance companies or health plans, (d) physician groups or health systems that are owned or Controlled by health insurance companies or health plans; and/or (e) entities that are health insurance companies that are not Restricted Companies, or health plans that are not Restricted Companies. For the avoidance of doubt, “Approved Entities” do not include any Restricted Companies.

1.4 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity’s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.

1.5 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, including information provided pursuant to this Agreement by each Party to the other Party that is marked “confidential” or “proprietary” or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take

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reasonable steps to oppose or limit such disclosure, and that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation and other credible evidence.

1.6 “Continuity Clients” shall mean Evolent Clients that are party to a Continuity Agreement (defined in Section 6.6.2 below) with UPMC.

1.7 “Continuity IP” means (a) Evolent Improvements; and (b) any other works, processes, analytics, concepts, methodologies, discoveries, or technology provided by Evolent to Continuity Clients and/or used by, or on behalf of, Evolent to provide services to Continuity Clients, in each case to the extent that UPMC is obligated to deliver such Continuity IP or to use such Continuity IP in the provision of services, as applicable, to a Continuity Client under a Continuity Agreement.

1.8 “Control” as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by agreement or otherwise.

1.9 “Disclosing Party” means a Party that provides Confidential Information to the other Party or the other Party’s Affiliates.

1.10 “Evolent Clients” mean entities that have signed an implementation or long-term services agreement with Evolent. For avoidance of doubt, during the Restriction Period, Evolent Clients cannot include Restricted Companies; and during the Territorial Restriction Period, Evolent Clients may not include any Person in the UPMC Territory (except as expressly permitted in this Agreement).

1.11 “Evolent Improvements” shall mean any Improvements developed or created solely by Evolent or by any person or entity on behalf of Evolent.

1.12 “Evolent Top Prospects” means as of any date, up to twenty (20) potential Evolent customers in the Evolent sales pipeline identified by Evolent that are not Evolent Clients as of such date and (a) are engaged in active discussions with Evolent regarding purchasing Evolent products and services and/or (b) are under a current contract with Evolent for Blueprint Services (as defined in Section 1.30 below) or other services that do not constitute implementation or long-term services; provided, however, that (i) the list of such potential Evolent customers may be updated by Evolent on a quarterly basis, and UPMC shall have the opportunity upon receipt of each such quarterly update to notify Evolent if any of the Persons added to such list are in an Active Sales Process with UPMC and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects.

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1.13 “Evolent Top Prospect List” has the meaning ascribed to such term in Section 5.2.

1.14 “Expanded Entities” means Restricted Companies, and other Persons that are not Approved Entities that would be potential customers for the products and services then being offered by Evolent.

1.15 “Expanded Field of Use” means the business of offering, promoting, marketing, developing, improving, distributing, selling, licensing or providing products (including software, including on a hosted basis) or services solely to Expanded Entities within the Territory during the Territorial Restriction Period, and, after the expiration of the Territorial Restriction Period, to Approved Entities and Expanded Entities within the Expanded Territory.

1.16 “Expanded Territory” means anywhere in the United States (including the UPMC Territory).

1.17 “Field of Use” means the business of offering, promoting, marketing, developing, improving, distributing, selling, licensing or providing products (including software, including on a hosted basis) or services solely to Approved Entities within the Territory.

1.18 “HealthPlaNet Technology” means the HealthPlaNet Software and the Analytics Component and any and all Improvements made by UPMC prior to the Effective Date.

1.19 “Improvements” means any modifications, enhancements, improvements or derivative works of the HealthPlaNet Software or the Analytics Component created hereunder, and/or subsequent modifications, enhancements, improvements or derivative works created hereunder based on the initial modifications, enhancements, improvements or derivative works.

1.20 “Intellectual Property” or “IP” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans, combinations thereof, and other source-identifying devices), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), including screen displays, screen shots, layouts, user interfaces and “look and feel”, specifications, subroutines, techniques, tools, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship, and other forms of technology.

1.21 “Intellectual Property Rights” means any and all now known or hereafter known or acquired tangible and intangible (a) rights associated with works of authorship throughout the world, including copyrights, moral rights, and mask-works, programs and programming material, including all improvements, enhancements, modifications and derivative works thereof; (b) trademark, service mark, trade dress and trade name rights and similar rights and associated goodwill, (c) trade secret rights, (d) patents, patent applications and disclosures, inventions conceived (whether patentable or unpatentable and whether or not reduced to

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practice), and related improvements, modifications or changes, (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license, or otherwise, (f) all registrations, initial applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), and (g) all rights to sue for past, current and future infringements of any of the foregoing.

1.22 “Licensed IP” shall mean UPMC Improvements provided by UPMC prior to the Effective Date of this Agreement and UPMC’s Pre-Existing IP including the HealthPlaNet Software and the Analytics Component licensed by UPMC to Evolent as of the Effective Date of this Agreement. “Licensed IP” does not include UPMC Improvements developed by UPMC after the Effective Date of this Agreement.

1.23 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of law, settlements and judgments of any kind or nature whatsoever.

1.24 “Permitted Users” means those users who, because of their relationship with Evolent Clients who are Approved Entities, are “accepting risk” (as this term is used in the industry) for the user or the user’s employer, or are administering the health benefits of the user or the user’s employer, may be permitted by Evolent to view, display or access the Licensed IP or Evolent Improvements in user interface format only, not object code format, in order to display, access, transmit and/or download pertinent portions of data, information and services available through Evolent services, including those enabled by the Licensed IP or Evolent Improvements hereunder as may be necessary for such users to interact with the Licensed IP or Evolent Improvements provided by Evolent for purposes such as viewing and exchanging data and/or clinical information, including: (a) employers who are purchasing health insurance or risk-based health products from Evolent’s sublicensees/customers for the employer’s employees; (b) beneficiaries of health plans sponsored by employers or providers who are customers of Evolent or of customers or sublicensees of Evolent; or (c) any other Evolent users who need access to the Licensed IP or Evolent Improvements in order for Evolent and such Evolent Clients to receive the intended benefit of Evolent’s products or services.

1.25 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.

1.26 “Pre-Existing IP” means any and all Intellectual Property that was owned by a Party as of the Effective Date.

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1.27 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates.

1.28 “Restricted Companies” means those entities listed on Exhibit B 1.

1.29 “Restriction Period” shall be the period commencing on the Effective Date and expiring on the earlier to occur of (a) a Change of Control in Evolent resulting in the Control of Evolent by a “Permitted Acquirer” (as defined in the                             ) and (b) August 31, 2021.

1.30 “Restricted Products and Services” means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the same as or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet); (c) services primarily intended to support cost reduction and benefit changes for health system employees; or (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (“Blueprint Services”), Base TPA Bundled Services and Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., “Take-a-Healthy-Step” or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers’ compensation services), or software or solutions similar to those offered by UPMC E-benefits.

1.31 “SOW” or “Statement of Work” means an agreement by and between UPMC and Evolent in a form and format to be mutually agreed upon between the Parties that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable.

1.32 “Source Code” means collectively: (a) the human readable computer source code version of the software; (b) all necessary technical and development documentation that will enable a reasonably skilled computer programmer or analyst to maintain the software without the aid of UPMC or any other person (but with reference to other commercially available materials including third party tools and utilities); (c) a description of the system/program generation; (d) any license key or authorization code required to successfully install and use the software created from the foregoing; and (e) if applicable, any physical device(s) required to work with the license key or authorization code such as, without limitation, a “dongle” or other device.

1.33 “Territory” means anywhere in the United States, excluding the UPMC Territory.

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1.34 “Territorial Restriction Period” shall mean the period commencing on the Effective Date expiring on the earlier to occur of (1) a Change of Control in Evolent resulting in the Control of Evolent by a “Permitted Acquirer” (as defined in the Amended and Restated Investors’ Rights Agreement, by and among the Company and the stockholders named therein, of even date herewith) and (2) August 31, 2046.

1.35 “Trademarks” means trade names, trademarks, service marks, logos, domain names and any other source-identifying marks, or combinations thereof (registered and unregistered), including the marks used by UPMC in conjunction with the HealthPlaNet software and the Licensed IP, listed in Exhibit C.

1.36 “UPMC Improvements” shall mean any Improvements developed or created solely by UPMC or by any person or entity other than Evolent on behalf of UPMC.

1.37 “UPMC IP” shall mean all UPMC Improvements and UPMC Pre-Existing IP including the HealthPlaNet Software and the Analytics Components licensed to Evolent under this Agreement.

1.38 “UPMC Territory” shall mean the geographic areas within (a) the Commonwealth of Pennsylvania; (b) a 20 mile radius of the city limits of Buffalo, New York; (c) a 20 mile radius of the city limits of Cleveland, Ohio; and (d) the entities listed on Exhibit B2 located in the following counties in Eastern Ohio: Ashtabula, Athens, Belmont, Carroll, Columbiana, Coshocton, Cuyahoga, Gallia, Geauga, Guernsey, Harrison, Holmes, Jefferson, Lake, Lawrence, Lorain, Mahoning, Medina, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Portage, Stark, Summit, Trumbull, Tuscarawas, Washington, and Wayne.

2. CONTRIBUTION OBLIGATIONS; ROYALTY-FREE LICENSES; ALLOCATION OF EQUITY.

2.1 Contribution of HealthPlaNet Technology License: The licenses granted and services provided under this Agreement are made pursuant to the contribution obligations as set forth in Section 1.2(b) the Master Agreement. Evolent acknowledges and agrees that the Licensed IP under this Agreement as set forth in Section 1.22 above and, together with “Licensed IP” as set forth in that certain Amended and Restated Intellectual Property License and Development Services Agreement executed between the parties as of even date herewith, constitutes the entirety of software, models, analytics and other UPMC IP which is, and will be, licensed to Evolent pursuant to UPMC’s contribution obligations under the Master Agreement. Evolent acknowledges that as of the Effective Date hereof, UPMC has completed delivery of all “Licensed IP” as that term is defined herein and as defined in that certain Amended and Restated Intellectual Property License and Developmental Services Agreement executed between the Parties as of evendate herewith has satisfied in full UPMC’s IP contribution obligations.

2.2 Royalty-Free Licenses; Allocation of Equity: The licenses to the HealthPlanet Technology granted by UPMC to Evolent are paid-up and royalty-free in consideration for the equity allocation to UPMC as provided in the Series A Preferred Stock Purchase Agreement, dated August 31, 2011, by and among UPMC, ABCO and Evolent.

3. LICENSE GRANTS TO HEALTHPLANET TECHNOLOGY.

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3.1 Licenses to HealthPlaNet Software:

3.1.1 HealthPlaNet License. Except as otherwise provided in Section 3.4, UPMC hereby grants to Evolent, solely within the Field of Use, a paid-up, royalty-free, nonexclusive, perpetual, irrevocable (except as expressly set forth in Section 11.1 below), non-assignable and non-transferable (except as provided in Section 13.3) right and license to (a) use, access, practice, reproduce, display, modify, enhance, improve and make derivative works of the HealthPlaNet Software provided by UPMC to Evolent as of the Effective Date hereof; and (b) right and license to distribute, sublicense and provide access (including locally (i.e., client-server based) or hosted remotely (i.e., as a Software as a Service (“Saas”) or other cloud platform offering), to the HealthPlaNet Software , in object code form only.

3.1.2 Expanded Non-Exclusive Licenses after the Restriction Period. Except as otherwise provided in Section 3.4, without limiting the licenses granted in Section 3.1.1 above, UPMC hereby grants to Evolent after the expiration of the Restriction Period, solely within the Expanded Field of Use, a paid-up, non-exclusive, perpetual, irrevocable (except as expressly set forth in Section 11.1 below), non-assignable and non-transferable (except as provided in Section 13.3) right and license to: (a) use, access, practice, reproduce, display, modify, enhance, improve and make derivative works of the HealthPlaNet Software provided by UPMC to Evolent as of the Effective Date hereof, and (b) to provide services on a remotely hosted basis (i.e., as Saas or other cloud platform offering) using the HealthPlaNet Software provided by UPMC to Evolent as of the Effective Date hereof. For avoidance of doubt, the rights granted by subsection (b) are strictly limited to products, solutions and services “enabled” by Evolent’s internal use of HealthPlaNet Technology, UPMC Improvements and Evolent Improvements. Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access to (or review or assessment of) the HealthPlaNet Software, UPMC Improvements or Evolent Improvements to the HealthPlaNet Software to Expanded Entities for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion.

3.1.3 Non-Exclusive License to Provide Access to Permitted Users. UPMC hereby grants to Evolent a paid-up, royalty-free, non-exclusive, perpetual, irrevocable (except as expressly set forth in Section 11.1 below), world-wide, non-assignable and non-transferable (except as provided in Section 13.3) right and license to provide access in downloadable user interface format only (but not authorizing or permitting possession of, or authorizing or permitting any degree of control over anything other than end-use of the user interface) to the HealthPlaNet Software provided by UPMC to Evolent as of the Effective Date hereof to Permitted Users solely for Permitted User’s personal (for Permitted Users who are individuals) or internal (for Permitted Users who are entities) use, as applicable. For the avoidance of doubt, (a) Evolent’s right to provide access to Permitted Users is not intended in any way to expand the Field of Use or limit UPMC’s rights outside the Field of Use as defined; (b) the license granted under this Section 3.1.3 does not permit or authorize Evolent to provide to Permitted Users direct access to, or possession of, Licensed IP, (c) during the Restriction Period, Permitted Users may not be Restricted Companies; and (d) during the Territorial Restriction Period, Evolent may not permit use of the HealthPlaNet Technology, UPMC Improvements or Evolent Improvements

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within the UPMC Territory. For the sake of clarity, Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access to (or review or assessment of) the HealthPlaNet Software or Evolent Improvements to the HealthPlaNet Software to any third party, including Evolent’s Affiliates or investors, for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion provided, that Evolent may disclose or provide access to the HealthPlaNet Software to (i) subsidiaries in which Evolent has at least an 80% ownership interest for purposes of the provision of services by any such subsidiary to Evolent Clients; provided that no Restricted Company has an ownership or other beneficial interest in such subsidiary and (ii) to actual or prospective investors in Evolent, solely, in the case of this clause (ii), for purposes of due diligence review in connection with financing approved by the Board and subject to a written obligation of confidentiality with respect thereto.

3.2 Non-Exclusive License Grant to Analytics Component: UPMC hereby grants to Evolent during the Restriction Period solely within the Field of Use, and thereafter, both within the Field of Use and Expanded Field of Use, a paid-up, royalty-free, non-exclusive, perpetual, irrevocable (except as expressly set forth in Section 11.1 below), non-assignable and non-transferable right (except as provided in Section 13.3), right and license to: (a) use, access, practice, reproduce, display, modify, enhance, improve and make derivative works of, the Analytics Component provided by UPMC to Evolent as of the Effective Date hereof; (b) distribute to, sublicense and provide access to the Analytics Component provided by UPMC to Evolent as of the Effective Date hereof, solely as part of, and within, the HealthPlaNet Software, as permitted pursuant to Section 3.1 above; and (c) make available or provide user interface access to (but not authorizing or permitting possession of, or authorizing or permitting any degree of control over anything other than end-use of the user interface for) the Analytics Component to Permitted Users solely for Permitted User’s personal or internal use (as applicable). For the sake of clarity, Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access to (or review or assessment of) the Analytics Component or Evolent Improvements to the Analytics Component to any third party, including Evolent’s Affiliates or investors, for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion provided, that Evolent may disclose or provide access to the HealthPlaNet Software to (i) subsidiaries in which Evolent has at least an 80% ownership interest for purposes of the provision of services by any such subsidiary to Evolent Clients; provided that no Restricted Company has an ownership or other beneficial interest in such subsidiary, and (ii) to actual or prospective investors in Evolent, solely, in the case of this clause (ii), for purposes of due diligence review in connection with financing approved by the Board and subject to a written obligation of confidentiality with respect thereto.

3.3 Exceptions: Notwithstanding anything to the contrary herein, including without limitation Sections 3.1.1 and 3.1.2 above and Section 3.4.1. below, the following exceptions to the license terms and restrictions shall apply:

3.3.1 Additional Permitted Non-Exclusive Rights and Obligations. Evolent is permitted, on a non-exclusive basis:

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(a) to offer, promote, sell or provide products, solutions or services enabled by Evolent’s internal use of the HealthPlaNet Technology and/or Evolent Improvements (but expressly excluding any direct disclosure, access, use, possession, or control of HealthPlaNet Technology or Evolent Improvements) to (a) employers, including non-provider employers, provided that such employers are not within the UPMC Territory during the Territorial Restriction Period, and are not in the Restricted Companies list during the Restriction Period; or (b) during the Restriction Period, to an entity in the Restricted Companies list with UPMC’s prior written consent, at UPMC’s sole discretion;

(b) subject to the restrictions and conditions of Sections 3.1 and 3.2 above, to sublicense its rights to third party vendors, contractors or consultants as reasonably required, and solely for the purpose, for such third party vendors, contractors or consultants to provide development, maintenance, support and/or hosting services to Evolent provided that in each case, Evolent requires such third party vendor, contractor or consultant to agree in writing (i) that such third party service provider shall not, and has no rights to, sublicense, distribute, or transfer such HealthPlaNet Technology, UPMC Improvements or Evolent Improvements to any other person or entity; and (ii) to maintain the confidentiality of the HealthPlaNet Technology, UPMC Improvements and Evolent Improvements, as applicable, and abide by the terms and restrictions of the license granted under this Agreement;

(c) subject to the restrictions and conditions of Sections 3.1 and 3.2, to demonstrate, provide access to, or otherwise disclose HealthPlaNet Technology, UPMC Improvements or Evolent Improvements to prospective buyers, their attorneys, consultants and underwriters solely for purposes of due diligence review by such parties in connection with the sale or prospective sale of substantially all of the assets or stock or other change of control of Evolent, provided that in each case, Evolent requires such persons or entities to agree in writing to maintain the confidentiality of the HealthPlaNet Technology, UPMC Improvements and Evolent Improvements, as applicable, and abide by the terms and restrictions of the license granted under this Agreement;

(d) to exchange data and/or clinical information with health insurance companies and/or health plans (including Restricted Companies), outside the UPMC Territory during the Territorial Restriction Period, solely when such exchange is necessitated by, and incidental to, a “downloaded risk” use case (as that term is commonly used in the health care services industry) where Evolent’s primary relationship is with an Evolent Client, which Evolent Client is an Approved Entity that has a payor/provider relationship with the health insurance company or health plan in question. For the avoidance of doubt, this limited exception is not intended to negate the other restrictions placed on Evolent’s interactions with Restricted Companies under this Agreement; and

(e) to offer, promote and sublicense to national vendors, Evolent’s rights to resell or distribute products, solutions and services enabled by Evolent’s internal use of HealthPlaNet Technology, UPMC Improvements or Evolent Improvements, so long as such vendors are not on the Restricted Companies list during the Restriction Period, and such use or resale is not within the UPMC Territory during the Territorial Restriction Period. For avoidance of doubt, the rights granted by this subsection (e) are strictly limited to products, solutions and services “enabled” by Evolent’s internal use of HealthPlaNet Technology, UPMC Improvements

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and Evolent Improvements. Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access to (or review or assessment of) the HealthPlaNet Software, UPMC Improvements or Evolent Improvements to the HealthPlaNet Software to any third party, including Evolent’s Affiliates or investors, for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion provided, that Evolent may disclose or provide access to the HealthPlaNet Software to (i) subsidiaries in which Evolent has at least an 80% ownership interest for purposes of the provision of services by any such subsidiary to Evolent Clients; provided that no Restricted Company has an ownership or other beneficial interest in such subsidiary, and (ii) to actual or prospective investors in Evolent, solely, in the case of this clause (ii), for purposes of due diligence review in connection with financing approved by the Board and subject to a written obligation of confidentiality with respect thereto.

3.3.2 Acquisition of Entity in UPMC Territory. In the event that Evolent acquires an entity by merger or acquires substantially all of the assets of such entity that was conducting a business substantially similar to UPMC’s business or a business that is reasonably determined by the Parties to be competitive with UPMC’s business, in the UPMC Territory prior to such acquisition (the “Preexisting Business”), notwithstanding anything to the contrary, such acquired entity would be permitted to continue to operate the Preexisting Business in the UPMC Territory, including by providing the products and services that it had been providing prior to the acquisition and to otherwise meet its obligations to its then-existing customers, provided that such acquired entity cannot continue to solicit new customers or expand its business in the UPMC Territory, or sublicense, provide access to, or use Licensed IP or Evolent Improvements to provide services to its customers within the UPMC Territory.

3.4 Other Restrictions and Covenants:

3.4.1 Use of Evolent Improvements. For the avoidance of doubt, Evolent’s right to use the Evolent Improvements shall be subject to the same restrictions with respect to Field of Use during the Restriction Period, and the Field of Use and the Expanded Field of Use after the expiration of the Restriction Period, to the same extent as applicable to the HealthPlaNet Technology as set forth in Sections 3.1.1 and 3.1.2 and the restrictions set forth in Section 3.3 above, notwithstanding Evolent’s ownership of the Evolent Improvements. Evolent acknowledges that the foregoing restriction on Evolent with regard to the Evolent Improvements is a fundamental condition of UPMC’s agreement to enter into this Agreement in that UPMC would not grant the licenses in the Licensed IP as set forth herein unless Evolent agrees to the restriction as set forth in this Section 3.4.1.

3.4.2 No Disclosure of Source Code. Without UPMC’s express written authorization, Evolent hereby acknowledges, agrees and covenants that it has no right to, and shall not disclose to, or provide possession of or access to third parties to UPMC’s source code, trade secrets or other confidential information, including without limitation the Source Code, trade secrets or Confidential Information provided to, or obtained by, Evolent as part of the Licensed IP hereunder. Evolent hereby covenants that it shall hold, store, and use any and all Source Code and trade secrets provided by UPMC to Evolent as part of the Licensed IP hereunder in a safe and secure manner, using commercially reasonable efforts to prevent and avoid unauthorized access or disclosure of such materials to any third party. Evolent shall take

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commercially reasonable steps to keep track of and report to UPMC the total number of and location of, copies made by Evolent, its employees and/or permitted agents of all or part of the Source Code and/or trade secrets provided by UPMC to Evolent as part of the Licensed IP hereunder. Evolent shall, at all times, use commercially reasonable efforts to minimize the number of such copies in existence, including without limitation securing the return of and/or destroying any copies that do not need to be in circulation.

3.4.3 Notification of Unauthorized Access. To the extent Evolent knows, or reasonably suspects, that Source Code or trade secrets provided by UPMC to Evolent as part of the Licensed IP hereunder have been subject to unauthorized access or possession, or an attempt at unauthorized access or possession, Evolent shall immediately notify UPMC and use commercially reasonable efforts to cooperate with UPMC in securing such materials and/or obtaining the return of such materials from third parties. To the extent UPMC knows, or reasonably suspects, that Source Code or trade secrets provided by Evolent to UPMC as part of the Evolent Improvements licensed hereunder have been subject to unauthorized access or possession, or an attempt at unauthorized access or possession, UPMC shall immediately notify Evolent and use commercially reasonable efforts to cooperate with Evolent in securing such materials and/or obtaining the return of such materials from third parties.

3.4.4 Open Source. Without limiting any of the foregoing, each Party hereby covenants and agrees that it shall not, during the Term publicly disclose, place into the public domain or publish as Open Source (as defined below), any of the Source Code for HealthPlaNet Technology, UPMC Improvements or Evolent Improvements. Furthermore, each of the Parties shall exercise commercially reasonable efforts not to incorporate or otherwise include Open Source materials in HealthPlaNet Technology, UPMC Improvements or Evolent Improvements or any portion thereof, in any manner which would result in all, or a substantial portion, of the HealthPlaNet Technology or Evolent Improvements being subject to an Open Source licensing requirement. As used herein, “Open Source” shall mean software or components subject to “open source” licensing requirements including without limitation software made available under any of the GNU General Public License, the GNU Lesser General Public License, the BSD License, the Apache License or the Mozilla Public License, or any similar license arrangement which requires: (a) the public disclosure of source code derived from, or incorporating, such Open Source software or (b) software derived from, or incorporating such Open Source software to also be made Open Source.

3.4.5 Use in UPMC Territory. During the Territorial Restriction Period, Evolent may not permit use of the HealthPlaNet Technology or the Evolent Improvements within the UPMC Territory.

3.5 Reservation of Rights: Except as otherwise provided herein, Evolent is entitled only to those licenses and rights with respect to the HealthPlaNet Technology, the Analytics Component, and UPMC Improvements are as are expressly granted by this Agreement. Any rights that are not expressly granted under this Agreement shall not be implied and are expressly retained by, and reserved to, UPMC.

3.6 Designation of Relationship Managers: In order to support the effective use of the licenses granted under this Agreement, each Party agrees to designate an individual

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who will serve as the primary liaison and “go to” contact and relationship manager for such Party (“Relationship Manager”). Each Party’s Relationship Manager’s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as, marketing, promotional and sales activities; preparing and submitting bids, proposals, responses to Requests for Proposals (“RFPs”), fee estimates, Statements of Work and project plans, if applicable; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties, including the exchange of Confidential Information, such as product development, enhancements, improvements and creation of derivative works; (d) facilitating communications between the appropriate individuals within Evolent and UPMC, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 12. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship.

4. DELIVERY OF SOURCE CODE; ROAD MAP; TRANSITION; ONGOING SUPPORT SERVICES.

4.1 Forking and Delivery of Source Code: Not later than July 1, 2013, the HealthPlaNet Technology, including the Source Code, shall be forked and both UPMC and Evolent shall receive identical copies. It is expressly understood that, for the purposes of this Section only, HealthPlaNet Technology shall include all improvements, modifications, enhancements or derivative works made prior to July 1, 2013, including, but not limited to, all mobile applications and web interfaces and developments, whether by UPMC or Evolent. For the avoidance of doubt Evolent may, in its sole discretion, make improvements and/or modifications to, and/or enhancements and/or derivatives of, the HealthPlaNet Technology, including modifications to the Source Code, and Evolent shall be the sole and exclusive owner of such improvements, modifications, enhancements and/or derivatives, including all trade secrets, copyrights, patent rights, trademarks, and other intellectual property rights resulting therefrom.

4.2 Service and Support Agreement: UPMC shall provide Evolent with the following: (i) one copy of the Source Code, up to date through the date hereof, (ii) one copy of all associated documentation (e.g., user and installation manuals, operating procedures for building the Source Code into Object Code, including names of files, locations and references of standard tools, and level of compilers, and other training and educational materials) and (iii) through September 2013, up to a.5 FTE lead-technical support technician at a rate of [***] to provide technical assistance reasonably required by Evolent. Any other service or support arrangements required by the Parties will be set forth in a separate agreement(s).

5. EVOLENT CLIENTS AND EVOLENT TOP PROSPECTS.

5.1 Non-Exclusivity. Evolent’s rights hereunder are non-exclusive. Accordingly, UPMC retains all rights to use, access, practice, reproduce, display, modify, enhance, improve and make derivative works of, sublicense to third parties, distribute to third

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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parties, provide access to third parties to, or transfer to third parties the HealthPlaNet Technology and all other UPMC Licensed IP for any purpose, whether for UPMC internal use, within the Field of Use, outside the Field of Use or otherwise, subject only to the limited restrictions with respect to the provision of Restricted Products and Services to Evolent Clients and Evolent Top Prospects as set forth in this Section 5.

5.2 Evolent Clients and Top Prospects Lists. Evolent shall be responsible for maintaining and updating an accurate list of all then-current Evolent Clients (the “Evolent Clients List”) and Evolent Top Prospects (the “Evolent Top Prospects List”) in accordance with the terms and conditions set forth in that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC Health Plan, Inc. and Evolent dated as of the Effective Date of this Agreement (the “Reseller Agreement”).

5.3 UPMC Restrictions. UPMC agrees that it shall not sell, distribute, license, sublicense, provide, grant access to HealthPlaNet Technology as defined in this Agreement to Evolent Clients and Evolent Top Prospects designated as such on the Evolent Clients List and Evolent Top Prospects List, respectively, or use HealthPlaNet Technology in connection with the provision of Restricted Products or Services to such Persons; provided, however (a) UPMC’s restrictions hereunder shall apply only to Evolent Clients and Evolent Top Prospects expressly identified as such on the then-most current written versions of each respective list provided by Evolent to UPMC; and (b) UPMC’s restrictions hereunder shall not apply to entities with which UPMC is engaged in an Active Sales Process at the time Evolent proposes to add the entity in question to the Evolent Client List or the Evolent Top Prospects List, as applicable. In addition, provided Evolent continues to comply with and meet all the obligations set forth in Section 13.14, including with any trademark agreements executed between the Parties relative to “identifi,” UPMC shall not use, or license or permit any third party to use, the brand name “identifi” anywhere except within the UPMC Territory.

5.4 Expiration of UPMC Restrictions. UPMC’s restrictions as set forth in Section 5.3 above shall expire on the earlier to occur of (a) a Change of Control of Evolent; (b) the date upon which UPMC is no longer a shareholder in Evolent; and (c) the termination or expiration of this Agreement.

6. OWNERSHIP OF INTELLECTUAL PROPERTY; CROSS-LICENSES; PROTECTION OF INTELLECTUAL PROPERTY RIGHTS.

6.1 Pre-Existing IP: UPMC shall retain exclusive ownership of all UPMC’s Pre-Existing and Licensed IP. Evolent shall retain ownership of all of Evolent’s Pre-Existing IP, if any, that is licensed or used in performing its obligations under this Agreement, and all of the Evolent Improvements.

6.2 Improvements by Evolent: Evolent shall own exclusively all rights, title and interest in the Evolent Improvements, and all Intellectual Property Rights thereto. UPMC agrees to execute all documents and to perform (and to cause its employees to execute all documents and to perform) and use commercially reasonable efforts to cause its subcontractors and the employees of its subcontractors to execute all documents and to perform) during and after the term of this Agreement, any and all acts reasonably necessary or desirable by Evolent to

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permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing the Intellectual Property Rights in the Improvements, and/or UPMC’s assignments herein, worldwide, under applicable laws.

6.3 UPMC Improvements: Notwithstanding Section 6.2, the Parties may agree in a mutually executed written document that improvements described in such mutually executed document that are created by or on behalf of UPMC shall be exclusively owned by UPMC as a UPMC Improvement. All UPMC Improvements shall be exclusively owned by UPMC.

6.4 License-Back.

6.4.1 License-Back to UPMC of Evolent Improvements.

6.4.1.1 At any time that UPMC must provide services to a Continuity Client pursuant to a Continuity Agreement in accordance with Section 6.6.2 (and regardless of whether a Change of Control in Evolent has occurred), and subject to the license terms and conditions set forth in Section 6.4.1.2 below, Evolent shall deliver promptly to UPMC the Continuity IP, including Source Code, object code format and related system documentation. Additionally, following any Change of Control in Evolent, UPMC shall have the option to require Evolent to enter into a technology escrow arrangement with a commercially reputable technology escrow provider of UPMC’s commercially reasonable choice (the “Escrow Agent”), pursuant to which Evolent, at Evolent’s sole cost and expense, will (a) establish and maintain an escrow account into which Evolent will deposit the then-current version of all Continuity IP in all formats, including Source Code and object code and related system documentation, and (b) update the escrowed materials from time to time as may be necessary to accurately reflect the then-current version of the Continuity IP. Such updates shall be provided to the Escrow Agent any time the Continuity IP is altered, updated, upgraded or otherwise modified in a manner that materially changes the manner in which the Continuity IP (a) functions; (b) operates; (c) is architected; and/or (d) interfaces with external software, systems, data sources and/or routines and no less often than once every six (6) calendar months. UPMC shall be entitled to have all escrowed materials verified, including without limitation verification that Source Code compiles satisfactorily, by the Escrow Agent upon deposit, and at any time UPMC is performing services for Evolent Clients pursuant to a Continuity Agreement, UPMC shall be entitled to obtain a copy of those escrowed materials which are required in order to perform such services. The escrow arrangement shall survive and continue for the Term of this Agreement regardless of whether UPMC has obtained copies of the escrowed materials.

6.4.1.2 Evolent hereby grants to UPMC a perpetual, non-exclusive, worldwide, fully-paid, royalty-free license to access, use, reproduce, modify, practice, enhance, and create derivative works of Continuity IP, to the extent that such Continuity IP is used by UPMC in providing services to Continuity Clients pursuant to a Continuity Agreement in accordance with Section 6.6.2,

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unless Evolent otherwise agrees in writing to expand such rights in its sole discretion. Evolent hereby represents and warrants to UPMC that Evolent has such rights and interests in any Continuity IP delivered to UPMC hereunder, which are necessary to carry out Evolent’s obligations hereunder and to grant to UPMC the rights contemplated in this Section 6.4.1.

6.4.1.3 Evolent understands that UPMC develops and acquires technology for its own products, and that existing or planned technology independently developed or acquired by UPMC may contain ideas and concepts similar or identical to those contained in Evolent’s Improvements, Continuity IP, and/or Confidential Information. Evolent agrees that entering this Agreement will not preclude UPMC from developing or acquiring technology similar to Evolent’s, without obligation to Evolent, provided UPMC does not (a) infringe or breach Evolent’s copyright in Source Code or (b) with respect to the Continuity IP, materially breach or violate the terms of the license granted in Section 6.4.1.2. Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights in Evolent Improvements and/or other Continuity IP, other than copyright claims and claims arising out of a material breach of the license granted in Section 6.4.1.2, including without limitation Claims arising out of, or related to, infringement (other than copyright infringement), breach of confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims (other than copyright) against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.

6.4.1.4 Evolent acknowledges that the provisions of this Section 6.4.1 are an essential part of the bargain pursuant to which UPMC has agreed to grant the rights granted to Evolent hereunder and to assume the obligations assumed by UPMC hereunder and that UPMC would be irreparably damaged in the event that any of the provisions of this Section 6.4.1 are not performed by Evolent in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that UPMC shall be entitled to an injunction or injunctions to prevent breaches of this Section by Evolent and shall have the right to specifically enforce this Section and the terms and provisions hereof against Evolent in addition to any other remedy to which UPMC may be entitled at law or in equity.

6.4.2 License-Back to Evolent of UPMC Improvements. Any license-back to Evolent of UPMC Improvements made after the Effective Date will be set forth in a separate agreement(s).

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6.5 Prosecution and Maintenance; Enforcement of Intellectual Property Rights:

6.5.1 Prosecution and Maintenance of IP. Evolent shall have the sole right, but not the obligation, to file, prosecute and maintain, in the United States and in any foreign countries, if applicable, patents and patent applications, trademark and copyright registrations and applications, relating to any of the Evolent Improvements. As between Evolent and UPMC, all issued patents, trademark and copyright applications and registrations relating to Evolent Improvements, shall be in the name of Evolent and owned exclusively by Evolent. Likewise, UPMC shall have the sole right, but not the obligation, to file, prosecute and maintain, in the United States and in any foreign countries, if applicable, patents and patent applications (provided that any such patent applications shall not disclose any Confidential Information or other proprietary information or trade secrets of Evolent), trademark and copyright registrations and applications, relating to any of the UPMC Improvements. As between Evolent and UPMC, all issued patents, trademark and copyright applications and registrations relating to UPMC Improvements, shall be in the name of UPMC and owned exclusively by UPMC.

6.5.2 Patent Claims. Each Party (as a “Releasing Party”), on behalf of itself and its officers, directors, employees, agents, successors and assigns, hereby promise not to sue or proceed in any manner, in agency or other proceedings, whether at law, in equity, by way of administrative hearing, or otherwise, to solicit others to institute any such actions or proceedings, or consent to be a complainant in any criminal action or proceeding, against the other Party, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants (each a “Released Party”), alleging, asserting or otherwise claiming that a Released Party is infringing a patent held by the Releasing Party relating to any Evolent Improvement (in the case of Evolent as the Releasing Party) or UPMC Improvement (in the case of UPMC as the Releasing Party).

6.5.3 Enforcement of Intellectual Property Rights against Third Parties. The Parties shall inform each other of any known or discovered infringement or misappropriation on the part of any unlicensed third party of the Licensed IP, UPMC Improvements or Evolent Improvements or other IP developed by or for Evolent or UPMC pursuant to this Agreement. UPMC will undertake all reasonable and appropriate action to stop the infringement or misappropriation of the Licensed IP under this Agreement. In the event that UPMC is unable or unwilling to cause such infringement or misappropriation to stop and decides not to pursue an action against the third party for such infringement or misappropriation, UPMC agrees that it will authorize Evolent to bring action on its behalf, and the Parties shall mutually agree on sharing the cost of such action.

6.6 IP Development and Continuity Agreements.

6.6.1 IP Development. Each Party acknowledges and agrees that each of the parties will be developing and/or acquires technology for its own products, services and business, and that existing, planned and/or future technology independently developed or acquired by one of the parties to this Agreement may contain, embody and/or implement ideas and concepts similar or identical to those contained in the other Party’s Intellectual Property. Each Party (as a “Releasing Party”), on behalf of itself and its officers, directors, employees, agents, successors and assigns, hereby agrees that entering into this Agreement will not preclude

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the other Party from developing or acquiring Intellectual Property similar to the Releasing Party’s Intellectual Property, without obligation to such other Party, provided that the developing or acquiring party does not use the Releasing Party’s Confidential Information or other Intellectual Property to develop such technology.

6.6.2 Continuity Agreements. Additionally, the Parties acknowledge that Evolent, at its own discretion, may elect from time to time to request that UPMC enter into performance guarantees or similar agreements with Evolent Clients pursuant to which UPMC would agree, in the event Evolent breaches its obligations to the Evolent Client or upon the occurrence of other mutually agreed upon circumstances, to perform certain agreed upon services for the Evolent Client that would otherwise be performed by, or through, Evolent (each a “Continuity Agreement”). Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights to the extent such claims or allegations arise out of, or are related to, UPMC’s access to Evolent Intellectual Property as a result of UPMC’s performance under a Continuity Agreement, including without limitation Claims arising out of, or related to, infringement, breach of license, contract, confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.

7. CONFIDENTIALITY.

7.1 Confidential Information: UPMC acknowledges that, in connection with providing the Licensed IP or receiving licenses back under this Agreement, it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that, in connection with receiving access to the Licensed IP and in providing licenses back to UPMC it may gain access to the Confidential Information of UPMC and its customers and Affiliates.

7.2 Non Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 7.2 and shall be

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liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party’s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 7 shall survive beyond the expiration or termination of this Agreement.

7.3 Residuals: Notwithstanding anything in this Section 7 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use “Residuals” for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term “Residuals” means any information that is retained in the unaided memories of the Receiving Party’s employees who have had access to the Disclosing Party’s Confidential Information pursuant to the terms of this Agreement.

7.4 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 7 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at law or in equity. This Section 7.4 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 7.

8. WARRANTIES.

8.1 Authority/No Conflict: UPMC represents and warrants that: (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.

8.2 Product Performance: UPMC represents, warrants, and covenants that: (a) the HealthPlaNet Technology will perform without material defects and in accordance with the published specifications; and (b) the HealthPlaNet Technology does not contain any viruses, worms, bombs, Trojan horse, expiration, time-sensitive or other disabling devices or other harmful code that would inhibit Evolent’s use of the HealthPlaNet Technology as contemplated hereunder.

8.3 Non-Infringement; No Third Party Software; No Encumbrances: UPMC represents, warrants, and covenants that the HealthPlaNet Technology, its Pre-Existing IP, and UPMC Improvements provided or licensed by UPMC pursuant to this Agreement are original works and developed by UPMC employees or its contractors and do not and will not infringe or

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constitute a misappropriation of any patent, copyright, trade secret or trademark of any third party. UPMC further represents, warrants and covenants that: (a) Evolent would not be required to license any third party software (other than commercially available off the shelf “shrink-wrapped” software) in order to use and operate the HealthPlaNet Software in the version provided as the Initial Delivery; and (b) the HealthPlaNet Software is being licensed hereunder to Evolent free and clear of any other licenses, rights, claims, security interests, liens or encumbrances.

8.4 Compliance with Laws/Approvals: Each of UPMC and Evolent shall comply in all material respects with all laws and regulations applicable to UPMC or Evolent, as applicable, in performing their respective obligations under this Agreement. To the extent applicable, UPMC shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of UPMC and its contractors in connection with the performance of its obligations under the Agreement and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under the Agreement.

8.5 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UPMC MAKES NO OTHER WARRANTY OR REPRESENTA-TION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE HEALTHPLANET TECHNOLOGY, AND MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS AND/OR DERIVATIVE WORKS, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTER-RUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.

9. INDEMNIFICATION.

9.1 UPMC’s IP Indemnification: UPMC shall defend, indemnify and hold harmless Evolent and its Affiliates (other than UPMC), customers, and their respective officers, directors, and employees from and against any Losses resulting from a claim that any of the Licensed IP or UPMC Improvements licensed to Evolent from UPMC under this Agreement infringes or misappropriates a third party’s intellectual property rights. UPMC shall also use commercially reasonable efforts to: (a) modify the allegedly infringing Licensed IP or UPMC Improvements to make it non-infringing; (b) procure a license from the third party claiming infringement to permit Evolent to continue to use the Licensed IP or UPMC Improvements; or (c) provide Evolent with functionally equivalent and non-infringing new IP. THIS SECTION 9.1 SETS FORTH UPMC’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT.

9.2 Evolent’s IP Indemnification: Evolent shall defend, indemnify and hold harmless UPMC and its Affiliates, customers, and their respective officers, directors, and employees from and against any Losses resulting from a claim that the Improvements or derivative works licensed-back from Evolent under this Agreement infringes or misappropriates

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a third party’s intellectual property rights. Evolent shall also use commercially reasonable efforts to: (a) modify the allegedly infringing Improvement or derivative work to make it non-infringing, (b) procure a license from the third party claiming infringement to permit UPMC to continue to use the Improvement or derivative work, or (c) provide UPMC with functionally equivalent and non-infringing new IP. THIS SECTION 9.2 SETS FORTH EVOLENT’S SOLE AND EXCLUSIVE LIABILITY, AND UPMC’S SOLE AND EXCLUSIVE REMEDY FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST UPMC.

9.3 Exclusions from Obligation: Neither UPMC nor Evolent shall be obligated to indemnify the other for infringement or misappropriation claims to the extent such claims arise out of (a) changes, revisions, enhancements, modifications, improvement, code, business method or process contributed to the subject IP made by the Party seeking indemnification; (b) use by Evolent of any of the Licensed IP in a manner other than as contemplated by the Parties under this Agreement; (c) use by UPMC of Evolent Improvements in a manner other than as contemplated by the Parties under this Agreement.

9.4 General Indemnification:

9.4.1 UPMC’s Indemnification. UPMC hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than UPMC), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by UPMC or its personnel (including contractors); (b) breach of any of UPMC’s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by UPMC or its personnel (including contractors).

9.4.2 Evolent’s Indemnification. Evolent hereby agrees to indemnify, defend, and hold UPMC and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by Evolent or its personnel (including contractors); (b) breach of any of Evolent’s warranties in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors).

9.5 Indemnification Procedure:

9.5.1 Notice of Claim. Any Party seeking indemnification hereunder (the “Indemnitee”) shall notify the Party liable for such indemnification (each an “Indemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 9.5.1 shall not relieve the Indemnitor of its obligations under this Section 9. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be,

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within thirty (30) days of its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 9.5.2, its obligation to indemnify the Indemnitee with respect thereto shall be suspended.

9.5.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.

10. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT UNDER SECTION 9, OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 7, NEITHER EVOLENT NOR UPMC SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT UNDER SECTION 9, OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 7, NEITHER PARTY’S LIABILITY HEREUNDER SHALL EXCEED USD $5,000,000.00.

11. TERMINATION.

11.1 Termination for Cause: Either Party shall have the right to terminate this Agreement upon sixty (60) days’ prior written notice for material breach by the other Party of such other Party’s obligations hereunder to the extent such other party does not cure such breach to the terminating Party’s reasonable satisfaction prior the expiration of the sixty (60) day period.

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For the avoidance of doubt, the licenses granted to Evolent under Sections 3.1, 3.2 and 3.3 are irrevocable and shall survive termination unless termination of the Agreement is based on an uncured or incurable material breach by Evolent of Section 3.5.2. In the event UPMC terminates this Agreement for an uncured or incurable material breach by Evolent of Section 3.5.2, the licenses granted hereunder shall be revoked.

11.2 Survival: The rights and obligations contained in Sections 1, 3.4, 3.5, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 7, 8.5, 10, 11.1, 11.2, and 13 shall survive any termination or expiration of this Agreement.

12. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 12.5, the procedures of this Section 12 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a “Dispute”). The Parties will seek to resolve each Dispute as follows:

12.1 First Level Performance Review: Each Party’s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 12.2 below.

12.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.

12.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 12.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The parties shall be permitted at least six (6) months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each party selecting one of the impartial arbitrators and those two arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one (1) arbitrator must be an attorney licensed under the laws of Pennsylvania and at least one arbitrator (may be the same person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the

23

arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue the such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

12.3.1 For any Dispute in which the amount in controversy is at least USD$1,000,000.00, the following additional procedures apply:

(a) a certified court reporter shall transcribe the arbitration hearings. The parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the party prevailing in the arbitration proceeding; and

(b) either party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.

12.3.2 Any such appeal shall be conducted as follows:

(a) such appeals are limited to issues of law (i.e., the original award (i) contains material errors of law such that the original award is not founded on any appropriate legal basis; or (ii) is based on factual findings clearly unsupported by the record; or (iii) the original award is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award;

(b) the person hearing the appeal shall be a former federal judge mutually agreed to by the parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;

(c) the submissions on appeal are limited to: (i) the record of the arbitration, (ii) a 30-page brief by the appellant, (iii) a 30-page brief by the appellee, and (iv) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;

(d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission;

(e) during the pendency of the arbitration appeal, the parties agree to suspend any running of the time to seek enforcement of the original award. The parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341.

(f) the appellate arbitrator must award costs and attorneys fees to the prevailing party; and

24

(g) the decision of the appellate arbitrator shall be final.

12.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until: (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.

12.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction.

13. MISCELLANEOUS PROVISIONS.

13.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement or any SOW calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures.

13.2 Independent Contractor: The relationship of UPMC to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.

13.3 Assignability: Evolent has entered into this Agreement because of the expertise of UPMC, and UPMC understands that the Services are personal to UPMC, and may not be assigned to any other company, partnership, or individual other than a UPMC Affiliate, without the express written consent of Evolent; provided, however, no consent shall be required if assignment is made in connection with a sale of all or substantially all of UPMC’s assets, in connection with a merger, or a Change of Control. Evolent may assign all, but not less than all, of this Agreement (including all, but not less than all, of the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets, in connection with a merger or a Change of Control.

13.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

25

13.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party (“Force Majeure”) provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure any such breach.

13.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. For the avoidance of doubt, this Agreement restates in its entirety the Original HealthPlaNet License and, upon the execution of this Agreement, the Original HealthPlaNet License is hereby no longer of any force or effect. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.

13.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at law or in equity.

13.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any person or entity other than Evolent and UPMC.

13.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.

13.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.

13.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.

13.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.

If to Evolent:	800 North Glebe Road
	Suite 500
	Arlington, VA 22203
	Attention: President

26

	Morgan Lewis & Bockius, LLP
	225 Franklin Street
	Boston, MA 02110
	Attention: Mark B. Stein, Esq.
	Fax No.: (617) 341-7701
If to UPMC:	UPMC Insurance Services
	Division Two Chatham Center,
	Suite 1100 112 Washington Place
	Pittsburgh, PA 15219
	Attention: Chief Executive Officer
	Chief Legal Officer
	Fax No: (412) 454-5665
	With a copy to:
	Cohen & Grigsby, P.C.
	625 Liberty Avenue
	Pittsburgh, PA 15222-3152
	Attention: David J. Kalson, Esq.
	Fax: (412) 209-1824

Notice shall be deemed given: (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.

13.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by UPMC or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its or his legal obligations (prompt notice of which shall in any such case be given to the other Party).

13.14 Use of Trademarks: Except as otherwise provided in this Section 13.14, neither Party shall have the right to use the other Party’s Trademarks for any purpose, except upon the other Party’s prior written consent. To the extent that the use of UPMC’s and/or Evolent’s Trademarks, as applicable, are reasonably necessary for the effective marketing and promotion by Evolent and UPMC of the products and services contemplated under this Agreement and in the related service agreements (including the Reseller), each Party shall grant to the other Party a non-exclusive, royalty-free, non-assignable license, throughout the Term, and in the manner set forth in the respective Service Agreements, to use certain of the other Party’s Trademarks, as applicable, and subject to each Party complying with the other Party’s trademark use guidelines for such Party’s Trademarks and such other trademark license terms and conditions as may be imposed by the licensor and otherwise mutually agreed upon between the parties. For the avoidance of doubt, nothing in this Section 13.14 or Section 13.13 shall be construed to preclude Evolent from making statements or other representations (in any format,

27

including electronic) to its customers and prospective customers in the ordinary course of its business operations (including in connection with its promotional and sales activities as contemplated under the UPMC Reseller Agreement), that Evolent’s products and services are based upon or make use of the Licensed IP provided by UPMC, in a manner consistent with this Agreement and applicable laws.

13.15 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by law.

13.16 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.

13.17 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement binding all of the Parties hereto, notwithstanding both of the Parties are not signatory to the original or the same counterpart. Signatures sent by facsimile or electronic transmission shall be deemed to be originals for all purposes of this Agreement.

[Signatures on following page.]

28

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

EVOLENT HEALTH, INC.		UPMC
/s/ Frank Williams
By:	Frank Williams	By:
Its:	CEO	Its:

[Signature Page to Amended and Restated HealthPlaNet Technology License Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

EVOLENT HEALTH, INC.	UPMC
	/s/ Diane P. Holder
By:	By:	Diane P. Holder
Its:	Its:	President & CEO

[Signature Page to Amended and Restated HealthPlaNet Technology License Agreement]

Exhibit A

Licensed HealthPlaNet Technology

A. HealthPlaNet Software.

The HealthPlaNet software in all formats, including Source Code and object code, and all associated “look and feel”, screen displays, and related documentation in the version in existence as of the Effective Date and as further described below:

Description:

The HealthPlaNet platform enables sharing of key, actionable information between and among hospitals, clinicians, health plan and other health care resources. The application is a collaborative, member-focused integrated health and care management solution that assists health plans to progressively manage and improve their members’ health across the full spectrum of healthy, at-risk, and chronically ill populations. HealthPlaNet employs unique technology with a distributed, multi-tiered, service oriented architecture designed on four key pillars: Performance, Security, Scalability, and Interoperability. This technology allows the Health Plan to support the needs of an interoperable, patient-centric integrated care organization. The application enables the seamless sharing of information with hospitals, practice management and any other heterogeneous health care systems. This emphasis supports the complex needs of new and evolving progressive care models (e.g., Accountable Care models).

HealthPlaNet utilizes a flexible and scalable technology that offers:

¡ Robust, standards-based architecture and technology platform

¡ Interoperability that enables interfaces and connectivity with key internal and external applications, business processes, and transactional systems.

¡ Role-based security and audit capabilities. This allows administrators to define limited access for specific users.

¡ Flexibility to act as a stand-alone care management system or plug into other environments and their core systems (e.g. membership, claims, provider).

Key Functionality – Current State:

– Quick View of key member measures / information

– Identification and actionable information for gaps in care

– Automated letter generation and custom care plans

– Readmission indicator

– Interface to secure provider portal

– Provides alerts, worklists, and assessments to improve efficiencies of care and outreach

– Robust self service and canned reporting capabilities

HealthPlaNet does not include data analytics capabilities as part of the application but does allow for analytics to be utilized with HealthPlaNet (e.g. separate but connected analytics routines, tables, rules, etc).

B. Analytics Component.

1. UPMC’s ESB, HIT table and identifi software and associated data (in all formats, including Source code and object code, including all enhancements, updates, upgrades and derivative works made by Evolent) (the “Analytics Component”).

– Provides alerts, worklists, and assessments to improve efficiencies of care and outreach

– Robust self service and canned reporting capabilities

HealthPlaNET does not include data analytics capabilities as part of the application but does allow for analytics to be utilized with HealthPlaNET (e.g. separate but connected analytics routines, tables, rules, etc).

Exhibit B1

Restricted Companies

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

• [***]

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit B2

Excluded Health Systems in UPMC Territory Hospital

Hospital	Current Address	City	State	Zip
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Hospital	Current Address	City	State	Zip
[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

2

Exhibit C

UPMC Trademarks

IDENTIFI

EX-10.13

Exhibit 10.13

AMENDED AND RESTATED

INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT

SERVICES AGREEMENT

BETWEEN

UPMC

AND

EVOLENT HEALTH, INC.

EFFECTIVE FROM JUNE 27, 2013

TABLE OF CONTENTS

1.	DEFINITIONS		1
	1.1	Affiliate	1
	1.2	Approved Entities	1
	1.3	Analytics Models	1
	1.4	Change of Control	1
	1.5	Confidential Information	2
	1.6	Continuity Clients	2
	1.7	Continuity IP	2
	1.8	Control	2
	1.9	Derivative Works	3
	1.10	Disclosing Party	3
	1.11	Evolent Clients	3
	1.12	Evolent Improvements	3
	1.13	Expanded Entities	3
	1.14	Expanded Field of Use	3
	1.15	Expanded Territory	3
	1.16	Field of Use	3
	1.17	HP License	3
	1.18	Improvements	3
	1.19	Intellectual Property or IP	3
	1.20	Intellectual Property Rights	4
	1.21	Investor Rights Agreement	4
	1.22	Licensed IP	4
	1.23	Loss	4
	1.24	Permitted Users	4
	1.25	Person	5
	1.26	Pre-Existing IP	5
	1.27	RA Data	5
	1.28	Receiving Party	5
	1.29	Restricted Companies	5
	1.30	Restriction Period	5
	1.31	Service Agreements	5
	1.32	SOW or Statement of Work	5
	1.33	Territory	5
	1.34	Territorial Restriction Period	5
	1.35	Trademarks	5
	1.36	UPMC Improvements	6
	1.37	UPMC IP	6
	1.38	UPMC Know-How	6
	1.39	UPMC Territory	6
	1.40	Work Product	6
2.	CONTRIBUTION OBLIGATIONS; ROYALTY-FREE LICENSES; ALLOCATION OF EQUITY		6

i

	2.1	Contribution of Licenses		6
	2.2	Royalty-Free Licenses; Allocation Of Equity		6
3.	LICENSE GRANTS TO CERTAIN INTELLECTUAL PROPERTY OF UPMC			7
	3.1	License to Analytics Models		7
		3.1.1	License Scope during the Restriction Period	7
		3.1.2	License Scope after the Restriction Period	7
		3.1.3	Non-Exclusive License to Provide Access to Permitted Users	7
		3.1.4	Restrictions	8
	3.2	License to UPMC Know-How		8
		3.2.1	License Scope during Restriction Period	8
		3.2.2	License Scope after Restriction Period	8
		3.2.3	Know-How Transfer	9
		3.2.4	Restrictions	9
	3.3	Exceptions		9
		3.3.1	Additional Permitted Non-Exclusive Rights and Obligations	9
		3.3.2	Acquisition of Entity in UPMC Territory	10
	3.4	Obligation and Prohibitions; Affirmative and Restrictive Covenants		10
	3.5	Reservation of Rights		11
4.	RIGHT TO CREATE DERIVATIVE WORKS; PROSECUTION OF INTELLECTUAL PROPERTY RIGHTS			11
	4.1	Right to Modify		11
	4.2	Cooperation Regarding Prosecution of Intellectual Property Rights in Derivative Works and Work Product		11
5.	DEVELOPMENT SERVICES RELATED TO ANALYTICS MODELS			11
	5.1	Enhancements to Analytics Models		11
	5.2	Works for Hire; Assignment of IP		12
	5.3	Pricing Structure		12
	5.4	Project Management		12
	5.5	Designation of Relationship Managers		12
6.	OWNERSHIP OF INTELLECTUAL PROPERTY; CROSS-LICENSES; PROTECTION OF INTELLECTUAL PROPERTY RIGHTS			12
	6.1	Licensed IP		13
	6.2	Derivative Works and Improvements by Evolent		13
	6.3	Cross-Licenses		13
		6.3.1	License-Back to Evolent of UPMC Improvements	13
		6.3.2	UPMC Rights to Evolent Improvements under Continuity Agreements	13
		6.3.3	License-Back to UPMC of Continuity IP	13
	6.4	Prosecution and Maintenance; Enforcement of Intellectual Property Rights		13
		6.4.1	Prosecution and Maintenance of IP	13

ii

		6.4.2	Patent Claims	14
		6.4.3	Enforcement of Intellectual Property Rights against Third Parties	14
	6.5	IP Development and Continuity Agreements		14
		6.5.1	IP Development	14
		6.5.2	Continuity Agreements	14
7.	CONFIDENTIALITY			15
	7.1	Confidential Information		15
	7.2	Non Disclosure		15
	7.3	Residuals		15
	7.4	Injunctive Relief		16
8.	WARRANTIES			16
	8.1	Authority/No Conflict		16
	8.2	Services		16
	8.3	Non-Infringement		16
	8.4	Compliance with Laws/Approvals		16
	8.5	Limitations of Warranty		17
9.	INDEMNIFICATION			17
	9.1	IP Indemnification		17
		9.1.1	UPMC’s IP Indemnification	17
		9.1.2	Evolent’s IP Indemnification	17
		9.1.3	Exclusions from Obligation	18
	9.2	General Indemnification		18
		9.2.1	UPMC’s Indemnification	18
		9.2.2	Evolent’s Indemnification	18
	9.3	Indemnification Procedure		18
		9.3.1	Notice of Claim	18
		9.3.2	Process	19
10.	LIMITS OF LIABILITY			19
11.	TERMINATION			20
	11.1	Termination of SOW for Cause		20
	11.2	Termination for Cause		20
	11.3	Survival		20
12.	ESCALATION; DISPUTE RESOLUTION			20
	12.1	First Level Performance Review		20
	12.2	Executive Level Performance Review		20
	12.3	Arbitration		20

iii

	12.4	Continued Performance		22
	12.5	Equitable Relief		22
13.	MISCELLANEOUS PROVISIONS			22
	13.1	Good Faith and Mutual Agreement		22
	13.2	Independent Contractor		22
	13.3	Assignability		22
	13.4	Governing Law and Jurisdiction		23
	13.5	Force Majeure		23
	13.6	Entire Agreement		23
	13.7	Cumulative Remedies		23
	13.8	No Third Party Beneficiaries		23
	13.9	Headings		23
	13.10	Binding Effect		23
	13.11	Expenses		23
	13.12	Notices		23
	13.13	Press Releases		24
	13.14	Use of Trademarks		24
	13.15	Severability		25
	13.16	Waiver		25
	13.17	Counterparts		25
	SCHEDULE 1		ANALYTIC MODELS
	SCHEDULE 2		RA DATA
	SCHEDULE 3		PRICING STRUCTURE
	SCHEDULE 4		TRADEMARKS

iv

AMENDED AND RESTATED

INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES

AGREEMENT BETWEEN UPMC AND EVOLENT HEALTH, INC.

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DEVELOPMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC, a Pennsylvania nonprofit corporation (“UPMC”), and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).

RECITALS

WHEREAS, UPMC is a party to a certain Master Agreement (the “Master Agreement”) with The Advisory Board Company (“ABCO”) whereby UPMC and ABCO have agreed to contribute to the formation and the proposed operation of Evolent; and

WHEREAS, as of the closing date of the Master Agreement UPMC and ABCO each agreed to enter into certain agreements with Evolent in furtherance of such Master Agreement by providing capital and certain assets and/or benefits and related services to Evolent, including without limitation that certain “Intellectual Property License and Development Services Agreement” (the “Original IP License”) effective as of August 31, 2011; and

WHEREAS, the Parties now intend to terminate the Original IP License effective as of Effective Date set forth above and amend and restate their respective rights and obligations as set forth in the Original IP License in this Agreement;

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 “Affiliate” means any Person which Controls, is Controlled by, or is in common Control with, another Person.

1.2 “Approved Entity” means (a) health systems, (b) physician groups, (c) physician groups or health systems that own or Control health plans; and/or (d) physician groups or health systems that are owned or Controlled by health insurance companies or health plans; and/or (e) entities that are health insurance companies that are not Restricted Companies, or health plans that are not Restricted Companies. For the avoidance of doubt, “Approved Entities” do not include Restricted Companies.

1.3 “Analytics Models” has the meaning set forth in Section 3.1.1.

1.4 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from

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stockholders of the subject entity, the entity’s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.

1.5 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, including information provided pursuant to this Agreement by each Party to the other Party that is marked “confidential” or “proprietary” or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, and that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation and other credible evidence.

1.6 “Continuity Clients” shall mean Evolent Clients that are party to a Continuity Agreement (defined in Section 6.5.2 below) with UPMC.

1.7 “Continuity IP” means (a) Evolent Improvements; and (b) any other works, processes, analytics, concepts, methodologies, discoveries, or technology provided by Evolent to Continuity Clients and/or used by, or on behalf of, Evolent to provide services to Continuity Clients, in each case to the extent that UPMC is obligated to deliver such Continuity IP or to use such Continuity IP in the provision of services, as applicable, to a Continuity Client under a Continuity Agreement.

1.8 “Control” as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by agreement or otherwise.

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1.9 “Derivative Works” has the meaning set forth in Section 4.1.

1.10 “Disclosing Party” means a Party that provides Confidential Information to the other Party or the other Party’s Affiliates.

1.11 “Evolent Clients” mean entities that have signed an implementation or long-term services agreement with Evolent. For avoidance of doubt, during the Restriction Period, Evolent Clients cannot include Restricted Companies and during the Territorial Restriction Period, Evolent Clients cannot include any Person in the UPMC Territory (except as expressly permitted in this Agreement).

1.12 “Evolent Improvements” means any Improvements developed or created solely by Evolent or by any person or entity on behalf of Evolent.

1.13 “Expanded Entities” means Restricted Companies, and other Persons that are not Approved Entities that would be potential customers for the products and services then being offered by Evolent.

1.14 “Expanded Field of Use” means the business of offering, promoting, marketing, developing, improving, distributing, selling, licensing or providing products (including software, including on a hosted basis) or services solely to Approved Entities and Expanded Entities, within the Territory during the Territorial Restriction Period, and, after the expiration of the Territorial Restriction Period, to Approved Entities and Expanded Entities within the Expanded Territory.

1.15 “Expanded Territory” means anywhere in the United States (including the UPMC Territory).

1.16 “Field of Use” means the business of offering, promoting, marketing, developing, improving, distributing, selling, licensing or providing products (including software, including on a hosted basis) or services solely to Approved Entities within the Territory.

1.17 “HP License” shall mean the Amended and Restated HealthPlaNet Technology License Agreement entered into by the Parties contemporaneously with this Agreement.

1.18 “Improvements” means any modifications, enhancements, improvements or derivative works of the Analytics Models, RA Data or UPMC Know-How created hereunder, and/or subsequent modifications, enhancements, improvements or derivative works created hereunder based on the initial modifications, enhancements, improvements or derivative works created hereunder.

1.19 “Intellectual Property” or “IP” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans, combinations thereof, and other source-identifying devices)

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, methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), including screen displays, screen shots, layouts, user interfaces and “look and feel”, specifications, subroutines, techniques, tools, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship, and other forms of technology.

1.20 “Intellectual Property Rights” means any and all now known or hereafter known or acquired tangible and intangible (a) rights associated with works of authorship throughout the world, including copyrights, moral rights, and mask-works, programs and programming material, including all improvements, enhancements, modifications and derivative works thereof; (b) trademark, service mark, trade dress and trade name rights and similar rights and associated goodwill, (c) trade secret rights, (d) patents, patent applications and disclosures, inventions conceived (whether patentable or unpatentable and whether or not reduced to practice), and related improvements, modifications or changes, (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license, or otherwise, (f) all registrations, initial applications, renewals, extensions, continuations, continuations-inpart, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), and (g) all rights to sue for past, current and future infringements of any of the foregoing.

1.21 “Investors’ Rights Agreement” means that Amended and Restated Investors’ Rights Agreement, of even date herewith, by and among the Company and the stockholders named therein.

1.22 “Licensed IP” shall mean UPMC Improvements provided by UPMC to Evolent as of the Effective Date and UPMC’s Pre-Existing IP including the Analytics Models, RA Data, UPMC Know-How provided by UPMC to Evolent as of the Effective Date. “Licensed IP” does not include UPMC Improvements developed by UPMC after the Effective Date.

1.23 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of law, settlements and judgments of any kind or nature whatsoever.

1.24 “Permitted Users” means those users who, because of their relationship with Evolent Clients who are Approved Entities and are “accepting risk” (as this term is used in the health care services industry) for the user or the user’s employer or administering the health benefits of the user or the user’s employer, may be permitted by Evolent to view, display, or access the Licensed IP or Evolent Improvements in user interface format only, not object code format, in order to view, display, access, transmit and/or download pertinent portions of data, information and services available through Evolent services enabled by the

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Licensed IP or Evolent Improvements hereunder as may be necessary for Evolent’s customers to enjoy the intended benefits of Evolent’s products or services including: (a) employers who are purchasing health insurance or risk-based health products from Evolent’s sublicensees/customers for the employer’s employees; (b) beneficiaries of health plans sponsored by employers or providers who are customers of Evolent or of customers or sublicensees of Evolent; and (c) any other Evolent users who need access to the Licensed IP or Evolent Improvements in order for Evolent and such Evolent Clients to receive the intended benefit of Evolent’s products or services.

1.25 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.

1.26 “Pre-Existing IP” means any and all Intellectual Property that was owned by a Party as of the Effective Date.

1.27 “RA Data” has the meaning set forth in Section 3.1.1.

1.28 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates.

1.29 “Restricted Companies” means those entities listed on Exhibit B1 to the HP License.

1.30 “Restriction Period” shall be the period commencing on the Effective Date and expiring earlier to occur of (a) a Change of Control in Evolent resulting in the Control of Evolent by a “Permitted Acquirer” (as defined in the Investors’ Rights Agreement); and (b) August 31, 2021.

1.31 “Service Agreements” means all service agreements being entered contemporaneously with this Agreement.

1.32 “SOW” or “Statement of Work” means an agreement by and between UPMC and Evolent in a form and format to be mutually agreed upon between the parties that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable.

1.33 “Territory” means anywhere in the world, excluding the UPMC Territory.

1.34 “Territorial Restriction Period” shall mean the period commencing on the Effective Date and expiring earlier to occur of (a) a Change of Control of Evolent by a “Permitted Acquirer” (as defined in the Investors’ Rights Agreement); and (b) August 31, 2046.

1.35 “Trademarks” means trade names, trademarks, service marks, logos, domain names and any other source-identifying marks, or combinations thereof (registered

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and unregistered), including the marks used by UPMC in conjunction with the HealthPlaNet software and the Licensed IP, listed in Schedule 4.

1.36 “UPMC Improvements” shall mean any Improvements which are developed or created solely by UPMC or by any person or entity other than Evolent on behalf of UPMC.

1.37 “UPMC IP” shall mean all UPMC Improvements and UPMC Pre-Existing IP including the Analytics Models, RA Data, UPMC Know-How licensed to Evolent under this Agreement.

1.38 “UPMC Know-How” has the meaning set forth in Section 3.2.1.

1.39 “UPMC Territory” shall mean the geographic areas within (a) the Commonwealth of Pennsylvania; (b) a 20 mile radius of the city limits of Buffalo, New York; (c) a 20 mile radius of the city limits of Cleveland, Ohio; and (d) the entities listed on Exhibit B2 of the HP License located in the following counties in Eastern Ohio: Ashtabula, Athens, Belmont, Carroll, Columbiana, Coshocton, Cuyahoga, Gallia, Geauga, Guernsey, Harrison, Holmes, Jefferson, Lake, Lawrence, Lorain, Mahoning, Medina, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Portage, Stark, Summit, Trumbull, Tuscarawas, Washington, and Wayne.

1.40 “Work Product” means, collectively, any and all completed and in-progress works, inventions, technology, know-how, and intellectual property that are made, conceived, reduced to practice, fixed in a tangible medium of expression, or developed by UPMC or its subcontractors, either alone or jointly with others, in connection with the performance of the Services under this Agreement, all tangible embodiments thereof, and associated documentation, and all modifications, enhancements, improvements and derivative works thereof.

2. CONTRIBUTION OBLIGATIONS; ROYALTY-FREE LICENSES; ALLOCATION OF EQUITY.

2.1 Contribution of Licenses: The licenses granted and services provided under this Agreement are made pursuant to the contribution obligations as set forth in Section 1.2(b) of the Master Agreement. Evolent acknowledges and agrees that the Licensed IP under this Agreement is as set forth in Section 1.22 above and in Schedules 1 and 2 attached herein, and that, together with “Licensed IP” as such term is defined in the HP License, constitutes the entirety of software, models, analytics and other UPMC IP which is, and will be, licensed to Evolent pursuant to UPMC’s contribution obligations under the Master Agreement. Evolent acknowledges that as of the Effective Date hereof, except as otherwise indicated in Schedules 1 and 2 attached herein, UPMC has completed delivery of all “Licensed IP” hereunder and under the HP License, and has satisfied in full UPMC’s IP contribution obligations under the Master Agreement.

2.2 Royalty-Free Licenses; Allocation Of Equity: The licenses to Licensed IP granted by UPMC to Evolent under this Agreement are paid-up and royalty-free in

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consideration for the equity allocation to UPMC as provided in the Series A Preferred Stock Purchase Agreement, dated August 31, 2011, by and among UPMC, ABCO and Evolent.

3. LICENSE GRANTS TO CERTAIN INTELLECTUAL PROPERTY OF UPMC.

3.1 License to Analytics Models:

3.1.1 License Scope during the Restriction Period. Except as otherwise provided in Section 3.3, UPMC hereby grants to Evolent during the Restriction Period solely within the Field of Use, a paid-up, royalty-free, non-exclusive, perpetual, irrevocable, non-assignable and non-transferable (except as provided in Section 13.3) right and license to: (a) use and access the analytics models as described in Schedule 1 attached hereto (“Analytic Models”) and risk assessment consulting materials, clinic content, data and other information, as described in Schedule 2 attached hereto (“RA Data”) provided by UPMC to Evolent as of the Effective Date; (b) provide services to Evolent Clients or offer to provide services to prospective customers of Evolent; (c) modify and create derivative works as provided in Section 4.1; and (d) to the extent necessary to enable Evolent to provide services to Evolent Clients, to reproduce, provide access to and/or display such Licensed IP.

3.1.2 License Scope after the Restriction Period. Except as otherwise provided in Section 3.3, UPMC hereby grants to Evolent after the expiration of the Restriction Period solely within the Expanded Field of Use, a paid-up, royalty-free, nonexclusive, perpetual, irrevocable, non-assignable and non-transferrable (except as provided in Section 13.3) right and license to: (a) use and access the Analytic Models and RA Data provided by UPMC to Evolent as of the Effective Date of this Agreement to provide services to Evolent Clients or offer to provide services to prospective customers of Evolent; (b) to modify and create derivative works as provided in Section 4.1; and (c) to the extent necessary to enable Evolent to provide services to Evolent Clients, to reproduce, provide access to and/or display such Licensed IP.

3.1.3 Non-Exclusive License to Provide Access to Permitted Users. UPMC hereby grants to Evolent a paid-up, royalty-free, non-exclusive, perpetual, irrevocable, non-assignable and non-transferable (except as provided in Section 13.3) right and license to provide access in downloadable user interface format only (but not authorizing or permitting possession of, or authorizing or permitting any degree of control over anything other than end-use of the user interface) to the Licensed IP to Permitted Users solely for Permitted User’s personal (for Permitted Users who are individuals) or internal (for Permitted Users who are entities) use, as applicable. For the avoidance of doubt, (a) Evolent’s right to provide access to Permitted Users is not intended in any way to expand the Field of Use; (b) the license granted under this Section 3.1.3 does not permit or authorize Evolent to provide to Permitted Users direct access to, or possession of, Licensed IP, (c) during the Restriction Period, Permitted Users may not be Restricted Companies; and (d) during the Territorial Restriction Period, Evolent may not permit use of the Licensed IP, UPMC Improvements or Evolent Improvements within the UPMC Territory.

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3.1.4 Restrictions. In no event shall Evolent disclose, sublicense, distribute or otherwise transfer the Analytic Models, RA Data or UPMC Improvements to either the Analytic Models or RA Data to any third party except (a) for disclosures of a general level as reasonably required to enable Evolent to effectively promote and provide the services to Evolent Clients (e.g., the customer may need to understand the basis for benefit design recommendations); or (b) as part of the sale of substantially all of the assets or stock or in connection with a merger or Change of Control of Evolent, provided that in each case, Evolent requires such third parties to agree in writing to maintain the confidentiality of the Analytic Models, RA Data, and UPMC Improvements. For the avoidance of doubt, the restrictions herein do not apply to any Work Product or Derivative Works other than those within the scope of UPMC Improvements so long as disclosure, sublicense, distribution or other transfer of such materials does not disclose or provide access to (except as permitted by Sections 3.1.3 and 3.3.1) any UPMC IP hereunder. For the sake of clarity, except as permitted by Sections 3.1.3 and 3.3.1, Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access to (or review or assessment of) the Analytics Models, RA Data or Evolent Improvements to the Analytics Models or RA Data to any third party, including Evolent’s Affiliates or investors, for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion; provided, that Evolent may disclose or provide access to the HealthPlaNet Software to (i) subsidiaries in which Evolent has at least an 80% ownership interest for purposes of the provision of services by any such subsidiary to Evolent Clients; provided that no Restricted Company has an ownership or other beneficial interest in such subsidiary, and (ii) to actual or prospective investors in Evolent, solely, in the case of this clause (ii), for purposes of due diligence review in connection with financing approved by the Board and subject to a written obligation of confidentiality with respect thereto.

3.2 License to UPMC Know-How:

3.2.1 License Scope during Restriction Period. Except as otherwise provided in Section 3.3, UPMC hereby grants to Evolent during the Restriction Period solely within the Field of Use, a paid-up, royalty-free, non-exclusive, perpetual, irrevocable, non-assignable and non-transferable (except as provided in Section 13.3) license to use, access and modify (as provided in Section 4.1) certain know-how, experience, trade secrets and other information (“UPMC Know-How”) provided by UPMC to Evolent as of the Effective Date. “UPMC Know-How” shall include (a) any content, analytics, data, algorithms, rules engines, methodologies, techniques or proprietary information and trade secrets not covered in the HP License that is related to the materials described in Schedule 2 attached hereto and that has been disclosed by UPMC, at its reasonable discretion, to Evolent as of the Effective Date; and (b) any other IP that is disclosed by UPMC, at its reasonable discretion, to Evolent as of the Effective Date that is not otherwise specifically described in Section 3.1 or in this Section 3.2 or in the HP License. Except as expressly set forth in Section 3.2.1(b), “UPMC Know-How” shall not include any software, software licenses, patents or trademarks.

3.2.2 License Scope after Restriction Period. Except as otherwise provided in Section 3.3, UPMC hereby grants to Evolent after the expiration of the Restriction Period solely within the Expanded Field of Use, a paid-up, royalty-free, nonexclusive, perpetual, irrevocable, non-assignable and non-transferable (except as provided in

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Section 13.3) license to use, access and modify (as provided in Section 4.1) the UPMC Know-How provided by UPMC to Evolent as of the Effective Date.

3.2.3 Know-How Transfer It is expressly agreed that, except as otherwise indicated in Schedules 1 and 2 herein, as of the Effective Date, UPMC has met any and all obligations to Evolent with respect to the transfer of Analytic Models, RA Data and UPMC “Know-How Transfer” required pursuant to the Original IP License.

3.2.4 Restrictions. In no event shall Evolent disclose, sublicense or otherwise transfer the UPMC Know-How to any third party except (a) to Evolent Clients or prospective customers of Evolent within the Field of Use during the Restriction Period or within the Expanded Field of Use after the expiration of the Restriction Period, as applicable, as reasonably required to perform or propose services for Evolent Clients or prospective customers within the Field of Use during the Restriction Period or within the Expanded Field of Use after the expiration of the Restriction Period, as applicable (e.g. customer or prospective customer may need to understand the basis for benefit design recommendations); (b) to third party vendors, contractors or consultants as reasonably required for such third party vendors, contractors or consultants to provide services to Evolent; or (c) to prospective buyers, or their attorneys, consultants and underwriters in connection with the sale or prospective sale of substantially all of the assets or stock or other Change of Control of Evolent, provided that in each case, Evolent requires such third parties to agree (i) that such third party shall not, and has no rights to, sublicense, distribute, or transfer such UPMC Know-How to any other Person; and (ii) in writing to maintain the confidentiality of the UPMC Know-How. For the sake of clarity, Evolent shall have no right to sublicense, transfer, assign, disclose or otherwise provide or facilitate access (or review or provide an assessment of) the Analytics Models, RA Data, UPMC Know-How or Evolent Improvements to any third party, including Evolent’s Affiliates or investors, for any reason without UPMC’s express, prior written consent, which consent may be granted or withheld at UPMC’s sole discretion; provided, that Evolent may disclose or provide access to the HealthPlaNet Software to (i) subsidiaries in which Evolent has at least an 80% ownership interest for purposes of the provision of services by any such subsidiary to Evolent Clients; provided that no Restricted Company has an ownership or other beneficial interest in such subsidiary, and (ii) to actual or prospective investors in Evolent, solely, in the case of this clause (ii), for purposes of due diligence review in connection with financing approved by the Board and subject to a written obligation of confidentiality with respect thereto.

3.3 Exceptions:

3.3.1 Additional Permitted Non-Exclusive Rights and Obligations. Evolent is permitted, on a non-exclusive basis:

(a) to offer, promote, sell and provide products, solutions and services enabled by Evolent’s internal use of Licensed IP and/or Evolent Improvements, but expressly excluding any direct disclosure, access (other than as permitted by Section 3.1.3), use, possession, or control of Licensed IP, and/or Evolent Improvements to (i) employers including non-provider employers, provided that such employers are not within the UPMC Territory during the Territorial Restriction Period, and are not in the Restricted Companies list during the

9

Restriction Period; or (ii) during the Restriction Period, to an entity in the Restricted Companies list with UPMC’s prior written consent, at UPMC’s sole discretion;

(b) subject to the restrictions and conditions of Sections 3.1 and 3.2, to sublicense its rights to third party vendors, contractors or consultants as reasonably required, and solely for the purpose, for such third party vendors, contractors or consultants to provide development, maintenance, support and/or hosting services to Evolent provided that in each case, Evolent requires such third party vendor, contractor or consultant to agree in writing (i) that such third party service provider shall not, and has no rights to, sublicense, distribute, or transfer such Licensed IP or Evolent Improvements, as applicable, to any other Person; and (ii) to maintain the confidentiality of the Licensed IP and Evolent Improvements, as applicable, and abide by the terms and restrictions of the license granted under this Agreement;

(c) subject to the restrictions and conditions of Sections 3.1 and 3.2, to demonstrate, provide access to, or otherwise disclose Licensed IP or Evolent Improvements to prospective buyers, their attorneys, consultants and underwriters solely for purposes of due diligence review by such parties in connection with the sale or prospective sale of substantially all of the assets or stock or other change of control of Evolent, provided that in each case, Evolent requires such Person to agree in writing to maintain the confidentiality of the Licensed IP and Evolent Improvements, as applicable, and abide by the terms and restrictions of the license granted under this Agreement; and

(d) to exchange data and/or clinical information with health insurance companies and/or health plans (including Restricted Companies), outside of the UPMC Territory, solely when such exchange is necessitated by, and incidental to, a “downloaded risk” use case (as that term is commonly used in the health care services industry) where Evolent’s primary relationship is with an Evolent Client, which Evolent Client is an Approved Entity that has a payor/provider relationship with the health insurance company or health plan in question. For the avoidance of doubt, this limited exception is not intended to negate the other restrictions placed on Evolent’s interactions with Restricted Companies under this Agreement.

3.3.2 Acquisition of Entity in UPMC Territory. In the event that Evolent acquires an entity by merger or acquires substantially all of the assets of such entity that was conducting a business substantially similar to UPMC’s business or a business that is reasonably determined by the Parties to be competitive with UPMC’s business, in the UPMC Territory prior to such acquisition (the “Preexisting Business”), notwithstanding anything to the contrary, such acquired entity would be permitted to continue to operate the Preexisting Business in the UPMC Territory, including by providing the products and services that it had been providing prior to the acquisition and to otherwise meet its obligations to its then-existing customers, provided that such acquired entity cannot continue to solicit new customers or expand its business in the UPMC Territory, or sublicense, provide access to, or use Licensed IP or Evolent Improvements to provide services to its customers within the UPMC Territory.

3.4 Obligation and Prohibitions; Affirmative and Restrictive Covenants: For the avoidance of doubt, Evolent’s right to use the Evolent Improvements shall be subject to the same restrictions with respect to Field of Use during the Restriction Period, and Expanded Field of Use

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after the expiration of the Restriction Period, to the same extent as applicable to the HealthPlaNet Technology and UPMC Improvements as set forth in Sections 3.1.1, 3.1.2, and 3.3 in the HP License, notwithstanding Evolent’s ownership of the Evolent Improvements. Evolent acknowledges that the foregoing restriction on Evolent with regard to the Evolent Improvements is a fundamental condition of UPMC’s agreement to enter into this Agreement in that UPMC would not grant the licenses in the Licensed IP as set forth herein unless Evolent agrees to the restriction as set forth in this Section 3.4.

3.5 Reservation of Rights: Except as otherwise expressly provided herein, no other licenses express or implied are granted and UPMC retains all rights to UPMC IP and its other intellectual property. Any rights that are not expressly granted under this Agreement shall not be implied and are expressly retained by, and reserved to, UPMC.

4. RIGHT TO CREATE DERIVATIVE WORKS; PROSECUTION OF INTELLECTUAL PROPERTY RIGHTS.

4.1 Right to Modify: Evolent is hereby permitted and licensed to modify, enhance, improve, and create enhancements, updates, upgrades, improvements and derivative works of, the Licensed IP (collectively, “Derivative Works”). Such Derivative Works shall be part of Evolent Improvements, and all associated Intellectual Property Rights in such Derivative Works shall be owned exclusively by Evolent, subject to a license from Evolent to UPMC of Evolent Improvements provided by Evolent to UPMC as provided in Section 6.3.3.

4.2 Cooperation Regarding Prosecution of Intellectual Property Rights in Derivative Works and Work Product: UPMC agrees to execute all documents and to perform (and to cause its employees to execute all documents and to perform, and use commercially reasonable efforts to cause its subcontractors and the employees of its subcontractors to execute all documents and to perform) during and after the term of this Agreement, any and all acts reasonably necessary or desirable by Evolent to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing the Intellectual Property Rights in the Work Product owned by Evolent pursuant to Section 5.2 below and the Derivative Works, and/or UPMC’s assignments herein, worldwide, under applicable laws.

5. DEVELOPMENT SERVICES RELATED TO ANALYTICS MODELS.

5.1 Enhancements to Analytics Models: UPMC agrees to provide directly or through an Affiliate to Evolent from time to time as requested by Evolent development and consulting services as shall be more fully described in a mutually agreed written Statement of Work for such particular service and/or Evolent customer, if applicable, on a project by project basis (collectively, “Services”) under which UPMC or its designated Affiliate will modify, enhance, or improve the Analytics Models or create new analytics models for the use of Evolent and/or its customers, and will otherwise create Work Product. Notwithstanding anything to the contrary set forth herein, UPMC shall have sole discretion over whether or not it shall enter into any Statement of Work hereunder. Notwithstanding the designation by UMPC of an Affiliate to provide the Services, UPMC shall remain primarily responsible and liable for such Services.

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5.2 Works for Hire; Assignment of IP: The Parties agree that, except as may otherwise expressly be provided in a Statement of Work to the contrary, Work Product created solely by UPMC shall be solely owned by UPMC as UPMC Improvements, subject to the licenses granted to Evolent in this Agreement. Where the Parties expressly designate Work Product as “works made for hire” in a Statement of Work, all copyrightable elements in such designated Work Product developed or created in connection with Services under such Statement of Work shall be deemed “works made for hire” for which Evolent is the “author” (as such terms are used in the United States Copyright Act of 1976, as amended). With respect to such designated Work Product, UPMC also hereby irrevocably and unconditionally assigns to Evolent (and shall cause its employees, agents and contractors to irrevocably and unconditionally assign to Evolent) all right, title, and interest worldwide in and to the work-for-hire designated Work Product and all Intellectual Property Rights thereto without further consideration, free from any claim, lien for balance due or rights or retention thereto on the part of Evolent.

5.3 Pricing Structure: The pricing methodology for Services (i.e., pricing models, structure and method for calculation of “cost plus a margin not to exceed market” pricing) is as generally described in Schedule 3. The price for the particular Service based on this methodology shall be set forth in the applicable SOW.

5.4 Project Management: The Parties will mutually agree in good faith and include in the particular SOW a project plan, scope of work, description of deliverables, milestones and project timetables, if applicable for the particular development project.

5.5 Designation of Relationship Managers: In order to support the effective use of the licenses granted under this Agreement and the provision by UPMC of the associated development services, each Party agrees to designate an individual who will serve as the primary liaison and “go to” contact and relationship manager for such Party (“Relationship Manager”). Each Party’s Relationship Manager’s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as, marketing, promotional and sales activities; preparing and submitting bids, proposals, responses to Requests for Proposals, fee estimates, Statements of Work and project plans; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties, including the exchange of Confidential Information; (d) facilitating communications between the appropriate individuals within Evolent and UPMC, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 12. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship.

6. OWNERSHIP OF INTELLECTUAL PROPERTY; CROSS-LICENSES; PROTECTION OF INTELLECTUAL PROPERTY RIGHTS.

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6.1 Licensed IP: UPMC shall retain exclusive ownership of all Licensed IP. Evolent shall retain ownership of all of Evolent’s Pre-Existing IP, if any, that is licensed or used in performing its obligations under this Agreement, and all of the Evolent Improvements.

6.2 Derivative Works and Improvements by Evolent: Except as set forth in Section 6.3 below, all Evolent Improvements, the Derivative Works owned by Evolent pursuant to Section 4.1, above and work-made-for-hire designated Work Product (as set forth in Section 5.2 above, if any) and all Intellectual Property Rights thereto shall be exclusively owned by Evolent. Other than work-made-for-hire designated Work Product as set forth in Section 5.2 above (if any), Improvements hereunder do not include UPMC Improvements.

6.3 Cross-Licenses:

6.3.1 License-Back to Evolent of UPMC Improvements: Any license-back to Evolent of UPMC Improvements made after the Effective Date will be set forth in a separate agreement(s).

6.3.2 UPMC Rights to Evolent Improvements under Continuity Agreements. At any time that UPMC must provide services to a Continuity Client pursuant to a Continuity Agreement in accordance with Section 6.5.2 (and regardless of whether a Change of Control in Evolent has occurred) and subject to the license terms and conditions set forth in Section 6.3.3 below, Evolent shall deliver promptly to UPMC the Continuity IP.

6.3.3 License-Back to UPMC of Continuity IP: Evolent hereby grants to UPMC a perpetual, non-exclusive, worldwide, fully-paid, royalty-free license to access, use, reproduce, modify, practice, enhance, and create derivative works of the Continuity IP solely to the extent that such Continuity IP is used by UPMC in providing services to Continuity Clients in accordance with Section 6.5.2, unless Evolent otherwise agrees in writing in its sole discretion. Evolent hereby represents and warrants to UPMC that Evolent has such rights and interests in any Continuity IP delivered to UPMC hereunder, which are necessary to carry out Evolent’s obligations hereunder and to grant to UPMC the rights contemplated in this Section 6.3.

6.4 Prosecution and Maintenance; Enforcement of Intellectual Property Rights:

6.4.1 Prosecution and Maintenance of IP. Evolent shall have the sole right, but not the obligation, to file, prosecute and maintain, in the United States and in any foreign countries, if applicable, patents and patent applications, trademark and copyright registrations and applications, relating to any of the Improvements or New IP. As between Evolent and UPMC, all issued patents, trademark and copyright applications and registrations thereof, shall be in the name of Evolent and owned exclusively by Evolent. Likewise, UPMC shall have the sole right, but not the obligation, to file, prosecute and maintain, in the United States and in any foreign countries, if applicable, patents and patent applications (provided that any such patent applications shall not disclose any Confidential Information or other proprietary information or trade secrets of Evolent), trademark and copyright registrations and applications, relating to any of the UPMC Improvements. As

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between Evolent and UPMC, all issued patents, trademark and copyright applications and registrations thereof, shall be in the name of UPMC and owned exclusively by UPMC.

6.4.2 Patent Claims. Each Party (as a “Releasing Party”), on behalf of itself and its officers, directors, employees, agents, successors and assigns, hereby promise not to sue or proceed in any manner, in agency or other proceedings, whether at law, in equity, by way of administrative hearing, or otherwise, to solicit others to institute any such actions or proceedings, or consent to be a complainant in any criminal action or proceeding, against the other Party, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants (each a “Released Party”), alleging, asserting or otherwise claiming that a Released Party is infringing a patent held by the Releasing Party relating to any Evolent Improvement (in the case of Evolent as the Releasing Party) or UPMC Improvement (in the case of UPMC as the Releasing Party).

6.4.3 Enforcement of Intellectual Property Rights against Third Parties. The Parties shall inform each other of any known or discovered infringement or misappropriation on the part of any unlicensed third party of the Licensed IP, UPMC Improvements, Evolent Improvements, or other IP developed by or for Evolent or UPMC pursuant to this Agreement. UPMC will undertake all reasonable and appropriate action to stop the infringement or misappropriation of the Licensed IP under this Agreement. In the event that UPMC is unable or unwilling to cause such infringement or misappropriation to stop and decides not to pursue an action against the third party for such infringement or misappropriation, UPMC agrees that it will authorize Evolent to bring action on its behalf, and the Parties shall mutually agree on sharing the cost of such action.

6.5 IP Development and Continuity Agreements.

6.5.1 IP Development. Each Party acknowledges and agrees that each of the parties will be developing and/or acquires technology for its own products, services and business, and that existing, planned and/or future technology independently developed or acquired by one of the Parties may contain, embody and/or implement ideas and concepts similar or identical to those contained in the other Party’s Intellectual Property. Each Party (as a “Releasing Party”), on behalf of itself and its officers, directors, employees, agents, successors and assigns, hereby agrees that entering into this Agreement will not preclude the other party from developing or acquiring Intellectual Property similar to the Releasing Party’s Intellectual Property, without obligation to such other Party, provided that the developing or acquiring Party does not use the Releasing Party’s Confidential Information or other Intellectual Property to develop such technology.

6.5.2 Continuity Agreements. Additionally, the Parties acknowledge that Evolent, at its own discretion, may elect from time to time to request that UPMC enter into performance guarantees or similar agreements with Evolent Clients pursuant to which UPMC would agree, in the event Evolent breaches its obligations to the Evolent Client or upon the occurrence of other mutually agreed upon circumstances, to perform certain agreed upon services for the Evolent Client that would otherwise be performed by, or through, Evolent (each a “Continuity Agreement”). Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its

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Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights to the extent such claims or allegations arise out of, or are related to, UPMC’s access to Evolent Intellectual Property as a result of UPMC’s performance under a Continuity Agreement, including without limitation Claims arising out of, or related to, infringement, breach of license, contract, confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.

7. CONFIDENTIALITY.

7.1 Confidential Information: UPMC acknowledges that, in connection with providing the Services, Licensed IP or receiving licenses back under this Agreement, it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that, in connection with receiving the Services, access to the Licensed IP and in providing licenses back to UPMC, it may gain access to the Confidential Information of UPMC and its customers and Affiliates.

7.2 Non Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 7.2 and shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party’s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 7 shall survive beyond the expiration or termination of this Agreement.

7.3 Residuals: Notwithstanding anything in this Section 7 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents,

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trademarks or copyrights, either Party may use “Residuals” for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term “Residuals” means any information that is retained in the unaided memories of the Receiving Party’s employees who have had access to the Disclosing Party’s Confidential Information pursuant to the terms of this Agreement.

7.4 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 7 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at law or in equity. This Section 7.4 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 7.

8. WARRANTIES.

8.1 Authority/No Conflict: UPMC represents and warrants that (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.

8.2 Services: UPMC represents, warrants, and covenants that all of the Services will be performed in a professional and workmanlike manner and in accordance with the then-current standards of top-tier providers in the industry most applicable to the particular Services. UPMC further warrants and represents that the Work Product will be developed in accordance with the specifications as set forth in the applicable SOW and Section 5 of this Agreement.

8.3 Non-Infringement: UPMC represents, warrants, and covenants that the Analytics Models, and the RA Data, the Know-How, the Pre-Existing IP, and all Work Product (except as otherwise expressly provided in a Statement of Work with respect to a particular Work Product) provided by UPMC pursuant to this Agreement are original works and developed by UPMC employees or its contractors and do not and will not infringe or constitute a misappropriation of any patent, copyright, trade secret or trademark of any third party.

8.4 Compliance with Laws/Approvals: Each of UPMC and Evolent shall comply in all material respects with all laws and regulations applicable to UPMC or Evolent as applicable, in performing their respective obligations under this Agreement. To the extent applicable, UPMC shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of UPMC and its contractors in connection with the performance of its obligations under the Agreement and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including

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governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.

8.5 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL ANALYTICS MODELS, RA DATA, UPMC KNOW-HOW, PREEXISTING IP, TRADEMARKS, WORK PRODUCT, SOFTWARE, OTHER INTELLECTUAL PROPERTY AND SERVICES PROVIDED BY UPMC HEREUNDER ARE OFFERED ON AN “AS-IS” BASIS AND UPMC MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO SUCH SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.

9. INDEMNIFICATION.

9.1 IP Indemnification:

9.1.1 UPMC’s IP Indemnification. UPMC shall defend, indemnify and hold harmless Evolent and its Affiliates (other than UPMC), customers, and their respective officers, directors, and employees from and against any Losses resulting from a claim that the Work Product, Services, Analytics Models, RA Data or UPMC Improvements licensed from UPMC under this Agreement infringes or misappropriates a third party’s intellectual property rights. UPMC shall also use commercially reasonable efforts to: (a) modify the allegedly infringing Work Product, the Services, Analytics Models, RA Data or UPMC Improvements to make it non-infringing, (b) procure a license from the third party claiming infringement to permit Evolent to continue to use the Work Product, Services, Analytics Models, RA Data or UPMC Improvements, or (c) provide Evolent with functionally equivalent and non-infringing new Work Product, Services, Analytics Models, RA Data, or UPMC Improvements. THIS SECTION 9.1.1 SETS FORTH UPMC’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT, ITS AFFILIATES (OTHER THAN UPMC), CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES.

9.1.2 Evolent’s IP Indemnification. Evolent shall defend, indemnify and hold harmless UPMC and its Affiliates, customers, and their respective officers, directors, and employees from and against any Losses resulting from a claim that the Improvements licensed to UPMC from Evolent under this Agreement infringes or misappropriates a third party’s intellectual property rights. Evolent shall also use commercially reasonable efforts to: (a) modify the allegedly infringing Improvement to make it non-infringing, (b) procure a license from the third party claiming infringement to permit UPMC to continue to use the Improvement, or (c) provide UPMC with functionally equivalent and non-infringing new Improvements. THIS SECTION 9.1.2 SETS FORTH EVOLENT’S SOLE AND EXCLUSIVE LIABILITY, AND UPMC’S SOLE AND EXCLUSIVE REMEDY FOR

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ALLEGATIONS OR CLAIMS INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST UPMC, ITS AFFILIATES (OTHER THAN EVOLENT), CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES.

9.1.3 Exclusions from Obligation. Neither UPMC nor Evolent shall be obligated to indemnify, defend or hold harmless the other for infringement or misappropriation claims to the extent such claims arise out of (a) changes, revisions, enhancements, modifications, improvement, code, business method or process contributed to the subject IP made by the Party seeking indemnification; (b) use by Evolent of any of the Licensed IP in a manner other than as contemplated by the Parties under this Agreement; (c) use by UPMC of Evolent Improvements in a manner other than as contemplated by the Parties under this Agreement. Without limiting the foregoing, with respect to Work Product, UPMC shall not be obligated to indemnify, defend or hold harmless Evolent for infringement or misappropriation claims to the extent such claims arise out of (d) software, portions or components thereof supplied by Evolent as the basis for, or inclusion in, Work Product (unless such software, portions or components were specified by UPMC for inclusion); (e) Work Product, portions or components thereof made in accordance to Evolent specifications, requirements or direction; and (f) methods, processes or techniques provided by, or included at the direction of, Evolent.

9.2 General Indemnification:

9.2.1 UPMC’s Indemnification. UPMC hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than UPMC), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by UPMC or its personnel (including contractors); (b) breach of any of UPMC’s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by UPMC or its personnel (including contractors).

9.2.2 Evolent’s Indemnification. Evolent hereby agrees to indemnify, defend, and hold UPMC and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by Evolent or its personnel (including contractors); (b) breach of any of Evolent’s warranties in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors).

9.3 Indemnification Procedure:

9.3.1 Notice of Claim. Any Party seeking indemnification hereunder (the “Indemnitee”) shall notify the Party liable for such indemnification (each an “Indemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of Claims”). Such Notice of Claims

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shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 9.3.1 shall not relieve the Indemnitor of its obligations under this Section 9. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 9.3.2, its obligation to indemnify the Indemnitee with respect thereto shall be suspended.

9.3.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.

10. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT UNDER SECTION 9.1, OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 7, NEITHER EVOLENT NOR UPMC SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS FOR INFRINGEMENT UNDER SECTION 9, OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 7, NEITHER PARTY’S LIABILITY HEREUNDER SHALL EXCEED USD $5,000,000.00.

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11. TERMINATION.

11.1 Termination of SOW for Cause: Either Party shall have the right to terminate a Statement of Work entered pursuant to Section 5 in the event the other Party materially violates a material provision of the SOW and such violation is not cured or cannot be cured within thirty (30) days after written notice of such material violation.

11.2 Termination for Cause: In the event of Evolent’s material breach of its obligations hereunder, UPMC may terminate Evolent’s access to UPMC Services under Sections 3.2.3 and 5 to the extent Evolent does not cure any such curable breach to UPMC’s reasonable satisfaction prior the expiration of a sixty (60) day period following notice of breach from UPMC. For the sake of clarity, termination for cause under this Section 11.2 does not affect the licenses granted hereunder which shall survive pursuant to Section 11.3 below.

11.3 Survival: The rights and obligations contained in Sections 1, 3.1, 3.2, 3.3, 3.4, 3.5, 4, 6.1, 6.2, 6.3 (with respect to UPMC’s ownership of and obligations regarding UPMC Improvements, and licenses granted prior to Effective Date), 6.4, 6.5, 7, 8.5, 10, 11.3, and 13 shall survive any termination or expiration of this Agreement.

12. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 12.5, the procedures of this Section 12 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a “Dispute”). The Parties will seek to resolve each Dispute as follows:

12.1 First Level Performance Review: Each Party’s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 12.2 below.

12.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.

12.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 12.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The Parties shall be permitted at least six 6 months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each Party selecting one of the impartial arbitrators and those two

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arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one arbitrator must be an attorney licensed under the laws of Pennsylvania and at least one arbitrator (may be the same person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue the such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

12.3.1 For any Dispute in which the amount in controversy is at least USD$1,000,000.00, the following additional procedures apply:

(a) a certified court reporter shall transcribe the arbitration hearings. The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and

(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.

12.3.2 Any such appeal shall be conducted as follows:

(a) such appeals are limited to issues of law (i.e., the original award) (1) contains material errors of law such that the original award is not founded on any appropriate legal basis; or (2) is based on factual findings clearly unsupported by the record; or (3) the original award is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award;

(b) the person hearing the appeal shall be a former federal judge mutually agreed to by the parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;

(c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee, and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;

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(d) the appellate arbitrator shall render a written decision within 60 days of the final submission;

(e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341;

(f) the appellate arbitrator must award costs and attorneys fees to the prevailing Party; and

(g) the decision of the appellate arbitrator shall be final.

12.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.

12.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction.

13. MISCELLANEOUS PROVISIONS.

13.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement or any SOW calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures.

13.2 Independent Contractor: The relationship of UPMC to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.

13.3 Assignability: Evolent has entered into this Agreement because of the expertise of UPMC, and UPMC understands that the Services are personal to UPMC, and may not be assigned to any other company, partnership, or individual other than a UPMC Affiliate without the express written consent of Evolent; provided, however, no consent shall be required if assignment is made in connection with a sale of all or substantially all of UPMC’s assets, in connection with a merger, or a Change of Control. Evolent may assign all, but not less than all, of this Agreement (including all, but not less than all, of the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with

22

a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.

13.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

13.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure any such breach.

13.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. For the avoidance of doubt, this Agreement restates in its entirety the Original IP License and, upon the execution of this Agreement, the Original IP License is hereby no longer of any force or effect. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.

13.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at law or in equity.

13.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any person or entity other than Evolent and UPMC.

13.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.

13.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.

13.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.

13.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b)

23

sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.

If to Evolent:	800 N. Glebe Road, Suite 500
	Arlington, VA 22203
	Attention: President
	Morgan Lewis & Bockius, LLP
	225 Franklin Street
	Boston, MA 02110
	Attention: Mark B. Stein, Esq.
	Fax No.: (617) 341-7701

If to UPMC:	UPMC Insurance Services Division
	Two Chatham Center, Suite 1100
	112 Washington Place
	Pittsburgh, PA 15219
	Attention: Chief Executive Officer
	Chief Legal Officer
	Fax No: (412) 454-5665
	With a copy to:
	Cohen & Grigsby, P.C.
	625 Liberty Avenue
	Pittsburgh, PA 15222-3152
	Attention: David J. Kalson, Esq.
	Fax: (412) 209-1824

Notice shall be deemed given (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.

13.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by UPMC or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its or his legal obligations (prompt notice of which shall in any such case be given to the other Party).

13.14 Use of Trademarks: Except as otherwise provided in this Section 13.14, neither Party shall have the right to use the other Party’s Trademarks for any purpose, except upon the other Party’s prior written consent. To the extent that the use of UPMC’s and/or Evolent’s Trademarks, as applicable, are reasonably necessary for the effective marketing and

24

promotion by Evolent and UPMC of the products and services contemplated under this Agreement and in the related Service Agreements (including that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement Between UPMC Health Plan and Evolent entered into by the Parties contemporaneously with this Agreement (“UPMC Second Amended and Restated Reseller Agreement”), each Party shall grant to the other Party a nonexclusive, royalty-free, non-assignable license, throughout the Term, and in the manner set forth in the respective Service Agreements, to use certain of the other Party’s Trademarks, as applicable, and subject to each Party complying with the other Party’s trademark use guidelines for such Party’s Trademarks and such other trademark license terms and conditions as may be imposed by the licensor and otherwise mutually agreed upon between the parties. For the avoidance of doubt, nothing in this Section 13.14 or Section 13.13 shall be construed to preclude Evolent from making statements or other representations (in any format, including electronic) to its customers and prospective customers in the ordinary course of its business operations (including in connection with its promotional and sales activities as contemplated under the UPMC Second Amended and Restated Reseller Agreement), that Evolent’s products and services are based upon or make use of the Licensed IP provided by UPMC, in a manner consistent with this Agreement and applicable laws.

13.15 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by law.

13.16 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.

13.17 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement binding all of the Parties hereto, notwithstanding both of the Parties are not signatory to the original or the same counterpart. Signatures sent by facsimile or electronic transmission shall be deemed to be originals for all purposes of this Agreement.

[Signatures on following page.]

25

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

EVOLENT HEALTH, INC.		UPMC
/s/ Frank Williams
By:	Frank Williams	By:
Its:	CEO	Its:

[Signature Page to Amended and Restated Intellectual Property License and Development Services Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

EVOLENT HEALTH, INC.	UPMC
	/s/ Diane P. Holder
By:	By:	Diane P. Holder
Its:	Its:	President & CEO

[Signature Page to Amended and Restated Intellectual Property License and Development Services Agreement]

LIST OF SCHEDULES

Schedules

Schedule 1: Analytic Models

Schedule 2: RA Data

Schedule 3: Pricing Structure

Schedule 4: Trademarks

28

Schedule 1

Analytic Models

As of the Effective Date of this Amended and Restated Intellectual Property License and Development Services Agreement, UPMC’s obligations to provide Analytic Models as identified in the Original IP License have been satisfied.

29

Schedule 2

RA Data

As of the Effective Date of this Amended and Restated Intellectual Property License and Development Services Agreement, except for the Pharmacy IP identified on the attached UPMC IP Pharmacy Transfer Plan, which is to be provided to Evolent as provided therein, UPMC’s obligations to provide RA Data as identified in the Original IP License have been satisfied.

30

Schedule 3

Pricing Structure

In the event that Evolent seeks support from UPMC in creating or running Analytics Models, Evolent will pay UPMC according to the below fee structure.

• A service contract between Evolent and UPMC will govern payments for any custom work that must be completed for Evolent as follows:

^¡   Custom models created specifically for Evolent will be reimbursed at [***] – not to exceed the fully loaded cost of relevant analytics group employee time by more than [***]

^¡   Tuning of already created models specifically for Evolent will be reimbursed at [***] – not to exceed the fully loaded cost of relevant analytics group employee time by more than [***]

^¡   Ongoing monthly processing of models specifically for Evolent will be reimbursed at [***] – not to exceed the fully loaded cost of relevant analytics and It group employee time by more than [***]

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

31

Schedule 4

Trademarks

NONE

32

EX-10.14

Exhibit 10.14

SECOND AMENDED AND RESTATED

RESELLER, SERVICES AND

NON-COMPETITION AGREEMENT

BETWEEN

UPMC HEALTH PLAN, INC.

AND

EVOLENT HEALTH, INC.

EFFECTIVE FROM JUNE 27, 2013

TABLE OF CONTENTS

1.	DEFINITIONS		1
	1.1	Active Sales Process	1
	1.2	Affiliate	2
	1.3	Approved Entity	2
	1.4	BAA	2
	1.5	BPO Steering Committee	2
	1.6	Change of Control	2
	1.7	Confidential Information	2
	1.8	Control	3
	1.9	Covered Member	3
	1.10	Disclosing Party	3
	1.11	Evolent Client Agreement	3
	1.12	Evolent Client Policies	3
	1.13	Evolent Clients	3
	1.14	Evolent Service Locations	3
	1.15	Evolent Top Prospects	3
	1.16	Evolent Top Prospect List	3
	1.17	Expanded Territory	3
	1.18	Federal Exclusion	4
	1.19	Governmental Authority	4
	1.20	HIPAA	4
	1.21	HIPAA Agreement	4
	1.22	HP License	4
	1.23	IT System	4
	1.24	Law	4
	1.25	Loss	4
	1.26	Key Personnel	4
	1.27	Malicious Files	4
	1.28	Person	4
	1.29	Management Fees	4
	1.30	PHI	5
	1.31	Procedures Manual	5
	1.32	Providers	5
	1.33	Receiving Party	5
	1.34	Restricted Companies	5
	1.35	Restricted Products and Services	5
	1.36	Restriction Period	5
	1.37	Service Levels and SLA	5
	1.38	Service Level Breach	5
	1.39	Service Level Commencement Date	5
	1.40	Service Level Credits	6
	1.41	Service Locations	6
	1.42	SOW Effective Date	6
	1.43	SOW Term	6

ii

	1.44	SOW Termination Assistance Period		6
	1.45	Statement of Work or SOW		6
	1.46	Subcontractors		6
	1.47	Term		6
	1.48	Termination Assistance Services		6
	1.49	Territorial Restriction Period		6
	1.50	Territory		6
	1.51	Trademarks		6
	1.52	UPMC Services or Services		6
	1.53	UPMC Service Locations		6
	1.54	UPMC Territory		7
2.	APPOINTMENT OF EVOLENT AS NON-EXCLUSIVE RESELLER			7
	2.1	Non-Exclusive Reseller		7
	2.2	Designation of Relationship Managers		7
	2.3	Best Efforts		8
	2.4	Reservation of Rights		8
	2.5	Expiration of the Restriction Period		8
3.	TRIGGERS FOR EQUITY ADJUSTMENT			9
	3.1	Equity Adjustment		9
	3.2	Revenue		9
4.	UPMC SERVICES			9
	4.1	UPMC Services		9
		4.1.1	General	9
		4.1.2	Additional Services	10
	4.2	Exclusive TPA Services		10
		4.2.1	Best Efforts	10
	4.3	Pharmacy Benefit Management Services		10
	4.4	Changing Nature of Services		10
	4.5	New Services		10
	4.6	Additional Services		11
	4.7	Statements of Work		11
	4.8	Compliance with Evolent Client Policies		12
	4.9	Legal and Regulatory Compliance		12
	4.10	UPMC’s Material Contracts and Facilities/Systems		13
	4.11	Payment of Fine		13
	4.12	Exceptions		13
5.	PRICING			13
	5.1	Pricing Structure		14
	5.2	Taxes		14
	5.3	Payment Terms		14

iii

		5.3.1	Timing of Payments	14
		5.3.2	Disputed Amounts	15
6.	SERVICE LEVELS			15
	6.1	General		15
	6.2	Reserved		15
	6.3	Periodic Review; Annual Improvement		15
	6.4	Service Level Credits		15
	6.5	Service Levels for Exclusive TPA Services		15
7.	CHANGE CONTROL PROCESS			16
	7.1	Ability to Request Change		16
	7.2	Changes Mandated by Law		16
	7.3	Change Control Process		17
8.	OBLIGATIONS OF UPMC			17
	8.1	Assignment and Management of Resources		17
	8.2	Key Personnel		19
	8.3	Limited Ongoing Support to Evolent		19
	8.4	Access to Data and Information		19
	8.5	Access and Use of UPMC Data		19
	8.6	UPMC Service Locations		19
	8.7	Subcontractors		20
	8.8	Excused Performance		20
9.	INFORMATION TECHNOLOGY SYSTEMS			20
	9.1	UPMC IT Systems		20
		9.1.1	UPMC’s Responsibilities Regarding the IT Systems	20
		9.1.2	IT Systems Capabilities	21
		9.1.3	License	21
		9.1.4	Modifications to IT System Infrastructure	21
	9.2	Costs and Expenditures		21
	9.3	IT Security and Operations		21
		9.3.1	Data Safeguards	22
		9.3.2	Data Availability and Disaster Recovery Plan	22
		9.3.3	Host Servers	22
		9.3.4	Information Technology Practices	22
10.	TERM AND RENEWAL			23
	10.1	Initial Term		23
	10.2	Renewal Term		23
11.	COVENANTS			23
	11.1	Covenant Not to Solicit or Compete		23
		11.1.1	Non-Solicitation or Hiring	24

iv

		11.1.2	Evolent Non-Competition Scope and Duration	24
	11.2	Exceptions		24
		11.2.1	Permitted Non-Exclusive Rights	24
		11.2.2	Acquisition of Entity in UPMC Territory	25
	11.3	Evolent Clients and Evolent Top Prospects		25
		11.3.1	Evolent Clients	25
		11.3.2	Evolent Top Prospects	25
		11.3.3	UPMC Restrictive Covenant	26
		11.3.4	Expiration of UPMC Restrictions	26
12.	CONFIDENTIALITY AND PHI			26
	12.1	Confidential Information		26
	12.2	Non-Disclosure		26
	12.3	Unauthorized Acts		27
	12.4	HIPAA Agreements		27
	12.5	Residuals		27
	12.6	Injunctive Relief		27
13.	PROPRIETARY RIGHTS			27
	13.1	Intellectual Property Rights of the Parties		28
	13.2	Evolent Client Materials		28
14.	AUDITS AND RECORD RETENTION			28
	14.1	Operational and Compliance Audits		28
	14.2	Financial Audits		29
	14.3	Audit Support		30
	14.4	Payment for Inaccurately Paid Claims		30
	14.5	Record Retention		30
15.	WARRANTIES			31
	15.1	Authority/No Conflict		31
	15.2	Services		31
	15.3	Non-Infringement		31
	15.4	Compliance with Laws/Approvals		31
	15.5	Limitations of Warranty		31
16.	INDEMNIFICATION			32
	16.1	IP Indemnification		32
	16.2	General Indemnification		32
		16.2.1	UPMC’s Indemnification	32
		16.2.2	Evolent’s Indemnification	32
	16.3	Indemnification Procedure		33
		16.3.1	Notice of Claim	33
		16.3.2	Process	33

v

17.	LIMITS OF LIABILITY AND INSURANCE			33
	17.1	Limitation of Liability		33
	17.2	Exceptions to Limitation of Liability		34
	17.3	Exceptions to Cap on Liability		34
	17.4	Insurance		34
18.	TERMINATION			34
	18.1	[Intentionally Omitted]		34
	18.2	Termination for Cause by Evolent		34
	18.3	Termination for Cause by UPMC		35
	18.4	Termination Assistance Services		35
	18.5	Return of Property		35
	18.6	Survival		35
19.	GOVERNANCE			35
	19.1	BPO Steering Committee		35
		19.1.1	BPO Steering Committee Formation	35
		19.1.2	BPO Steering Committee Responsibilities	36
	19.2	Information Technology Working Group		36
	19.3	Procedures Manuals		36
		19.3.1	Inventory, Development of Procedures Manuals	36
		19.3.2	Change Control Notification	36
		19.3.3	Conflict with Agreement	37
20.	ESCALATION; DISPUTE RESOLUTION			37
	20.1	First Level Performance Review		37
	20.2	Executive Level Performance Review		37
	20.3	Arbitration		37
	20.4	Continued Performance		38
	20.5	Equitable Relief		39
21.	MISCELLANEOUS PROVISIONS			39
	21.1	Good Faith and Mutual Agreement		39
	21.2	Independent Contractor		39
	21.3	Assignability		39
	21.4	Governing Law and Jurisdiction		39
	21.5	Force Majeure		39
	21.6	Entire Agreement		40
	21.7	Cumulative Remedies		40
	21.8	No Third Party Beneficiaries		40
	21.9	Headings		40

vi

21.10	Binding Effect	40
21.11	Expenses	40
21.12	Notices	40
21.13	Press Releases	41
21.14	Use of Trademarks	41
21.15	Severability	42
21.16	Waiver	42
21.17	Counterparts	42

vii

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A METHODOLOGY FOR DETERMINING MINIMUM REVENUE**

EXHIBIT B TEMPLATE STATEMENT OF WORK

EXHIBIT C HIPAA AGREEMENT

SCHEDULE 1 UPMC SERVICES

SCHEDULE 2 [RESERVED]

SCHEDULE 3 [RESERVED]

SCHEDULE 4 UPMC DATA AND INFORMATION**

SCHEDULE 5 TERMINATION ASSISTANCE SERVICES

SCHEDULE 6 INSURANCE

SCHEDULE 7 RESTRICTED COMPANIES

SCHEDULE 8 SERVICE LEVEL MATRIX

** Intentionally omitted because the exhibit or schedule does not exist.

viii

SECOND AMENDED AND RESTATED RESELLER, SERVICES AND NON-COMPETITION AGREEMENT BETWEEN UPMC HEALTH PLAN, INC. AND EVOLENT HEALTH, INC.

THIS SECOND AMENDED AND RESTATED RESELLER, SERVICES, AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”), by and between UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“UPMC”) and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).

RECITALS

WHEREAS, UPMC’s parent is a party to a certain Master Agreement (the “Master Agreement”) with The Advisory Board Company (“ABCO”) whereby UPMC and ABCO agreed to contribute to the formation and the operation of Evolent;

WHEREAS, as of the closing date of the Master Agreement (the “Closing Date”), UPMC and ABCO each agreed to enter into certain agreements with Evolent in furtherance of such Master Agreement including without limitation that certain “Reseller, Services and Non-Competition Agreement” (the “Original UPMC Reseller Agreement”) and an “Addendum for Administrative Services Outsourcing” (the “Original TPA Addendum”), both effective as of the Closing Date and with respect to certain reseller, referral and non-competition rights and obligations;

WHEREAS, the Parties terminated the Original UPMC Reseller Agreement and Original TPA Addendum effective as of September 1, 2012 and amended, restated and combined their respective rights and obligations as set forth in the Original UPMC Reseller Agreement and Original TPA Addendum in that certain “Amended and Restated Reseller, Services and Non-Competition Agreement” effective as of September 1, 2012 (the “First Amended and Restated Reseller Agreement”); and

WHEREAS, the Parties now intend to terminate the First Amended and Restated Reseller Agreement effective as of Effective Date set forth above and amend and restate their respective rights and obligations as set forth in that First Amended and Restated Reseller Agreement in this Agreement.

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 “Active Sales Process”, with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased Restricted Products and Services from UPMC prior to such date or (b) was engaged in active discussions with UPMC about acquiring Restricted Products and Services (including, but not limited to, a review of the applicable offering of Restricted Products and Services) as of such date.

1

1.2 “Affiliate” means any Person that Controls, is Controlled by, or is in common Control with, another Person.

1.3 “Approved Entity” means (a) health systems, (b) physician groups, (c) physician groups or health systems that own or Control health insurance companies or health plans, (d) physician groups or health systems that are owned or Controlled by health insurance companies or health plans; and/or (e) entities that are health insurance companies that are not Restricted Companies, or health plans that are not Restricted Companies. For the avoidance of doubt, “Approved Entities” do not include any Restricted Companies.

1.4 “BAA” means a Business Associates Agreement between a business associate and a covered entity that complies with HIPAA.

1.5 “BPO Steering Committee” shall have the meaning set forth in Section 19.1.1 below

1.6 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity’s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.

1.7 “Confidential Information” means any and all technical and non- technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, including information provided pursuant to this Agreement by each Party to the other Party that is marked “confidential” or “proprietary” or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, and that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation and other credible evidence.

2

1.8 “Control” as used with respect to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by agreement or otherwise.

1.9 “Covered Member” means all persons who have health care insurance coverage through an Evolent Client or whose health care coverage is administered by Evolent. For purposes of the administrative or any other applicable charges, Covered Members may be categorized by type of coverage (membership categories), such as Individual, Individual and Child, Individual and Adult, or Family.

1.10 “Disclosing Party” means a Party that provides Confidential Information to the other Party, or the other Party’s Affiliates.

1.11 “Evolent Client Agreement” has the meaning set forth in Section 4.7.4.

1.12 “Evolent Client Policies” has the meaning specified in Section 4.8.

1.13 “Evolent Clients” mean entities that have signed an implementation or longterm services agreement with Evolent. For avoidance of doubt, during the Restriction Period, Evolent Clients cannot include Restricted Companies; and during the Territorial Restriction Period, Evolent Clients may not include any Person in the UPMC Territory (except as expressly permitted in this Agreement).

1.14 “Evolent Service Locations” means those locations from which Services will be provided which are owned, leased or under the control of Evolent.

1.15 “Evolent Top Prospects” means as of any date, up to twenty (20) potential Evolent customers in the Evolent sales pipeline identified by Evolent that are not Evolent Clients as of such date and (a) are engaged in active discussions with Evolent regarding purchasing Evolent products and services and/or (b) are under a current contract with Evolent for Blueprint Services (as defined in Section 1.35 (below) or other services that do not constitute implementation or long-term services; provided, however, that (i) the list of such potential Evolent customers may be updated by Evolent on a quarterly basis, and UPMC shall have the opportunity upon receipt of each such quarterly update to notify Evolent if any of the Persons added to such list are in an Active Sales Process with UPMC and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects.

1.16 “Evolent Top Prospect List” has the meaning ascribed to such term in Section 11.3.2.

1.17 “Expanded Territory” means anywhere in the United States (including the UPMC Territory).

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1.18 “Federal Exclusion” has the meaning specified in Section 4.9.2.

1.19 “Governmental Authority” means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.

1.20 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

1.21 “HIPAA Agreement” means an agreement between (a) a business associate to a covered entity or a subcontractor to the business associate and (b) a subcontractor to the business associate or another subcontractor that addresses applicable and appropriate flow-down or pass-through requirements from the business associate’s BAA in compliance with HIPAA.

1.22 “HP License” shall mean the Amended and Restated HealthPlaNet Technology License Agreement entered into contemporaneously with this Agreement.

1.23 “IT System” shall mean a comprehensive, computerized information technology (“IT”) system created by UPMC which is part of, or used in the provision of the UPMC Services, as further defined in Article 9 below.

1.24 “Law” means all international, federal, country, state, provincial, local and other laws, rules and regulations, declaration, decree, directive, legislative enactment, order, code, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority, as the same are promulgated, supplemented or amended from time to time.

1.25 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of law, settlements and judgments of any kind or nature whatsoever.

1.26 “Key Personnel” has the meaning set forth in Section 8.2

1.27 “Malicious Files” has the meaning set forth in Section 9.3.4.

1.28 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.

1.29 “Management Fees” means the fees payable to UPMC by Evolent for performance of the UPMC Services as set forth in each applicable SOW.

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1.30 “PHI” means information defined as “Protected Health Information” in 45 CFR §160.103.

1.31 “Procedures Manual” shall have the meaning set forth in Section 19.3.1.

1.32 “Providers” shall mean all individual and institutional providers of health care services, facilities and supplies, including but not limited to, doctors of medicine, doctors of osteopathy, podiatrists, chiropractors, pharmacists, hospitals, dentists and optometrists.

1.33 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates.

1.34 “Restricted Companies” means those entities listed on Schedule 7 (Restricted Companies).

1.35 “Restricted Products and Services” means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the same or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet) (c) services primarily intended to support cost reduction and benefit changes for health system employees; (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (“Blueprint Services”), (e) Exclusive TPA Services or (f) Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., “Take-a-Healthy-Step” or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers’ compensation services), or software or solutions similar to those offered by EBenefits Solutions, LLC.

1.36 “Restriction Period” shall be the period commencing on the Effective Date and expiring on the earlier to occur of (a) a Change of Control in Evolent by a “Permitted Acquirer” and (b) August 31__, 2021.

1.37 “Service Levels” and “SLA” has the meaning set forth in Section 6.1.

1.38 “Service Level Breach” means failure of UPMC to satisfy the Service Levels set forth in each applicable SOW in the manner described therein.

1.39 “Service Level Commencement Date” means the date for each Service Level as specified in each applicable SOW that UPMC shall be accountable for performance of the UPMC Services in compliance with the applicable Service Levels and be liable for Service Level Credits for Service Level Breach.

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1.40 “Service Level Credits” are credits to be applied against Management Fees corresponding with failures to meet the Service Levels or as otherwise mutually agreed upon between the Parties in a Statement of Work.

1.41 “Service Locations” means UPMC Service Locations and Evolent Service Locations.

1.42 “SOW Effective Date” has the meaning specified in Section 4.7.3.

1.43 “SOW Term” has the meaning specified in Section 4.7.3.

1.44 “SOW Termination Assistance Period” has the meaning specified in Schedule 5 (Termination Assistance Services).

1.45 “Statement of Work” or “SOW” means an agreement by and between UPMC and Evolent substantially in the form of Exhibit B (Template Statement of Work) that contains the detailed description of Services, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of Services, to be provided by UPMC to an Evolent Client and any other mutually-agreed additional terms and conditions applicable thereto.

1.46 “Subcontractors” has the meaning specified in Section 8.7.

1.47 “Term” has the meaning set forth in Section 10.2.

1.48 “Termination Assistance Services” has the meaning specified in Schedule 5 (Termination Assistance Services).

1.49 “Territorial Restriction Period” shall mean the period commencing on the Effective Date and expiring on the earlier to occur of (a) a Change of Control in Evolent by a “Permitted Acquirer” and (b) August 31, 2046.

1.50 “Territory” means anywhere in the United States, excluding the UPMC Territory.

1.51 “Trademarks” means trade names, trademarks, service marks, logos, domain names and any other source-identifying marks, or combinations thereof (registered and unregistered), including the marks used by UPMC in conjunction with the HealthPlaNet software and the Licensed IP, listed in Schedule 5 of the Amended and Restated Intellectual Property License and Development Services Agreement Between UPMC and Evolent entered into contemporaneously with the Original Reseller Agreement;

1.52 “UPMC Services” has the meaning set forth in Section 2.1(a).

1.53 “UPMC Service Locations” means those locations throughout the world from which Services will be provided that are owned, leased or under the control of UPMC, its Affiliates, or Subcontractors.

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1.54 “UPMC Territory” shall mean the geographic areas within: (a) the Commonwealth of Pennsylvania; (b) a 20 mile radius of the city limits of Buffalo, New York; (c) a 20 mile radius of the city limits of Cleveland, Ohio; and (d) the entities listed on Exhibit B2 to the HP License located in the following counties in Eastern Ohio: Ashtabula, Athens, Belmont, Carroll, Columbiana, Coshocton, Cuyahoga, Gallia, Geauga, Guernsey, Harrison, Holmes, Jefferson, Lake, Lawrence, Lorain, Mahoning, Medina, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Portage, Stark, Summit, Trumbull, Tuscarawas, Washington, and Wayne.

2. APPOINTMENT OF EVOLENT AS NON-EXCLUSIVE RESELLER.

2.1 Non-Exclusive Reseller: UPMC hereby appoints Evolent as the non-exclusive reseller of those certain UPMC Services as listed on Schedule 1, including Exclusive TPA Services (as defined in Section 4.2), to be provided by UPMC directly or through an Affiliate (“UPMC Services”) to entities as follows:

(a) to Approved Entities in the Territory during the Territorial Restriction Period and thereafter in the Expanded Territory;

(b) to the entities in the Restricted Companies category and to other Persons that would be potential customers for the products or services then being offered by Evolent all within the Territory in the time period after the expiration of the Restriction Period but prior to the expiration of the Territorial Restriction Period and then, to such entities within the Expanded Territory after the expiration of the Territorial Restriction Period; and

(c) to employers (other than health systems, physician groups, health plans, health systems that own health plans), beneficiaries of health plans, insurance companies, including non-provider employers, or Persons that would be potential customers for the UPMC Services, as long as any such employer, insurance company or other entity is not in the UPMC Territory (during the Territorial Restriction Period) or in the Restricted Companies category during the Restriction Period.

2.2 Designation of Relationship Managers: In order to support the launch and ongoing success of the reseller relationship between UPMC and Evolent, each Party agrees to designate an individual who will serve as the primary liaison and “go to” contact and relationship manager for such Party (“Relationship Manager”). In the case of Evolent, Evolent shall designate a senior level individual as its Relationship Manager. In the case of UPMC, UPMC may designate non-senior level individuals to serve as its Relationship Manager. Each Party’s Relationship Manager’s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as, marketing, promotional and sales activities; preparing and submitting bids, proposals, responses to Requests for Proposals (“RFPs”), fee estimates, Statements of Work and project plans; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties, including between Evolent and members of the UPMC Leadership; (d) facilitating communications between the appropriate individuals within Evolent and UPMC, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Article 20. The Relationship Managers will meet regularly, but no less

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frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship. To aid the Parties in sales and service resource planning, Evolent’s Relationship Manager shall provide UPMC’s Relationship Manager with written reports on a monthly basis, or on such other timetable as both Parties’ Relationship Managers agree, concerning Evolent’s sales pipeline, orders in progress, future orders, customer information and feedback, and such other matters pertaining to UPMC Services as UPMC may reasonably request.

2.3 Best Efforts: It is the Parties’ mutual intent and desire for Evolent to be able to effectively promote, market and sell the UPMC Services as top tier, “Best in Class” and priced competitively, and UPMC as a preferred vendor of such services and the exclusive vendor of the Exclusive TPA Services. Accordingly, Evolent agrees to use its Best Efforts to promote, market and sell the UPMC Services, including without limitation the Exclusive TPA Services as priced in Schedule 1. “Best efforts” shall mean, among other things and, as appropriate in any particular circumstance, inviting the appropriate UPMC personnel to participate in sales discussions with prospective customers at the appropriate stage. For the sake of clarity, Evolent agrees and acknowledges that nothing in this Agreement, including without limitation this Section 2.3, shall operate to limit, or be deemed to limit or excuse, Evolent’s continued, ongoing compliance with its obligations with respect to Exclusive TPA Services as set forth in Sections 4.2.1 and 11.1.2 below. UPMC acknowledges and agrees that the ultimate success or failure of the Parties to enter into agreements with customers for UPMC Services, including Exclusive TPA Services, is contingent upon UPMC’s fulfillment of its obligations under this Agreement.

2.4 Reservation of Rights: Except as set forth in Sections 4.2.1 and 11.1.2 below, Evolent’s obligation under Section 2.3, and appointment as a non-exclusive reseller does not preclude Evolent from itself, developing, acquiring or offering any services directly to its customers. Likewise, except as expressly set forth in Article 11, nothing in this Agreement shall preclude, or otherwise be deemed to restrict or prohibit UPMC from the use and/or provision of UPMC Services for internal use of UPMC and/or UPMC’s Affiliates or preclude UPMC from providing services to any third parties inside or outside the UPMC Territory, directly or indirectly at any time during this Agreement, or after the termination or expiration of this Agreement.

2.5 Expiration of the Restriction Period:

2.5.1 For the avoidance of doubt, the restrictions imposed on Evolent under this Agreement with respect to its interactions with entities within the UPMC Territory and with Restricted Companies shall expire and will no longer apply upon the expiration of the Territorial Restriction Period and the Restriction Period, respectively.

2.5.2 Notwithstanding Section 2.5.1 above, or any other provision of this Agreement, UPMC shall have sole discretion over whether or not it shall enter into a Statement of Work involving a Restricted Company, whether before or after the Restriction Period.

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3. TRIGGERS FOR EQUITY ADJUSTMENT.

3.1 Equity Adjustment: In the event the cumulative Revenue recognized by UPMC (“Cumulative UPMC Revenue”) during the forty-eight (48) month period commencing as of August 31, 2011 and ending August 31, 2015 (the “Measurement Period”) is less than [***] (the “Minimum Equity Adjustment Revenue Threshold”), including in the calculation of Cumulative UPMC Revenue any Shortfall payments made pursuant to Section 3.4 of the Original UPMC Reseller Agreement and/or the First Amended and Restated Reseller Agreement, then Evolent shall, within thirty (30) days following the close of the Measurement Period, issue to UPMC 250,000 shares of its common stock (the “Maximum Adjustment Shares”). In the event that Cumulative UPMC Revenue during the Measurement Period is between the Minimum Equity Adjustment Revenue Threshold and [***] (the “Maximum Equity Adjustment Revenue Threshold”), then the Company shall, within thirty (30) days following the close of the Measurement Period, issue to UPMC such number of the Maximum Adjustment Shares as is determined by the following formula:

[(A – B) / (A—C))] * D

Where:

A equals the Maximum Equity Adjustment Revenue Threshold;

B equals the Cumulative UPMC Revenue;

C equals the Minimum Equity Adjustment Revenue Threshold; and

D equals the number of Maximum Adjustment Shares;

provided, that in no event shall the number of shares issued hereunder exceed the Maximum Adjustment Shares (as adjusted for stock splits, stock dividends, combinations, and the like).

3.2 As used herein, “Revenue” is comprised of all revenue actually received by UPMC generated by or attributable to the efforts of Evolent in connection with the marketing, promotion and sale activities relating to all the UPMC Services and any additionally Available Services, as calculated during the Measurement Period.

4. UPMC SERVICES.

4.1 UPMC Services:

4.1.1 General: In each SOW, Evolent may designate any services listed on Schedule 1 (UPMC Services) to be delivered by UPMC to the designated Evolent Client pursuant to the terms of this Agreement and each applicable SOW.

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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4.1.2 Additional Services: In each SOW, the Parties may mutually agree upon ancillary, changed, new and other additional services to be provided by UPMC to the Evolent Client.

4.2 Exclusive TPA Services:, UPMC shall have the exclusive right, i.e., exclusive as to Evolent and to other TPA Service vendors and providers, to provide certain services as generally described in this Section 4.2 (the “Exclusive TPA Services”) to Evolent, for resale by Evolent to its customers. The Exclusive TPA Services are as set forth on Schedule 1.

4.2.1 Best Efforts: Without limiting any of Evolent’s other obligations under this Agreement, Evolent will use its Best Efforts (as described in Section 2.3 above) to engage Evolent customers to obtain Exclusive TPA Services from UPMC hereunder. Subject to Evolent’s ongoing compliance with its obligations under this Section 4.2.1 and 11.1.2 below, UPMC acknowledges that, despite Evolent’s Best Efforts, Evolent’s customers may ultimately, at the customer’s own discretion, elect to obtain Exclusive TPA Services through Evolent or through other sources. Notwithstanding the foregoing, when an Evolent Client elects to purchase or obtain Exclusive TPA Services from Evolent, UPMC shall be the exclusive provider of such services, and Evolent shall not in-source or directly or indirectly, steer or otherwise encourage Evolent customers to obtain Exclusive TPA Services from any party other than UPMC. Evolent agrees and acknowledges that, except as expressly provided on Schedule 1, the Exclusive TPA Services may not be unbundled or disaggregated.

4.3 Pharmacy Benefit Management Services: UPMC agrees to make available to Evolent and Evolent Clients, the Pharmacy Benefit Management Services (“PBM Services”) as set forth on Schedule 1, subject to the restrictions and pricing set forth therein. The Parties expressly understand and agree that the services and pricing on Schedule 1 are effective through December 31, 2014. Evolent must provide notice to UPMC on or before February 1, 2014 (the “Notice Date”) of Evolent’s or any Evolent Client’s desire not to utilize UPMC for PBM Services. All Evolent Clients electing to receive PBM Services after the Notice Date must agree to minimum three-year terms with respect to those PBM Services.

4.4 Changing Nature of Services: During the Agreement Term, the Parties will evaluate new service lines, improvements that may enhance the Services, or other changes to the Services. Either Party may propose such changes in accordance with the Change Control procedures.

4.5 New Services: Evolent shall provide notice to UPMC and permit UPMC a reasonable opportunity to bid on consulting or other additional services that are outside the scope of the then-current list of UPMC Services (“New Services”) by providing UPMC with a detailed written document substantially similar to the requirements Evolent may distribute to other third party service providers identifying such New Services. Any agreement of the Parties with respect to such New Services will be separately specified in the Parties’ Master Services Agreement, new Statements of Work, Project Work Orders or Change Orders, which will include such matters as project scope, staffing, schedule, deliverables, fees and financial terms, acceptance and applicable Evolent responsibilities.

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4.6 Additional Services: If during the Term UPMC develops or decides to offer for sale any new or additional products or services offerings that may be suitable for potential customers (“Additional Services”), UPMC agrees that Evolent may be granted the right, on a non-exclusive basis, to resell such Additional Services. UPMC shall notify Evolent in writing of such Additional Services and Evolent shall notify UPMC in writing whether or not it wishes to pursue a potential reseller arrangement for the Additional Services.

4.7 Statements of Work:

4.7.1 Throughout the Term, Evolent shall offer to UPMC Statements of Work designating specific UPMC Services to be provided by UPMC, directly or through a UPMC Affiliate, to Evolent Clients. Any such Statements of Work shall be substantially in the form set forth in Exhibit B Template Statement of Work). Each Statement of Work is subject to UPMC’s acceptance at UPMC’s commercially reasonable discretion. Notwithstanding the designation by UPMC of an Affiliate to provide the UPMC Services, UPMC shall remain responsible and liable for the performance of all obligations relating to such UPMC Services.

4.7.2 The specific description, price, SLAs, and other project, service, and/or project/customer-specific terms for a particular service shall be set forth in the applicable Statement of Work. Each such Statement of Work or SOW shall be governed generally by the terms and conditions of this Agreement except to the extent the SOW provides terms specific to the particular transaction that are not contained in this Agreement in which case the SOW shall control. In the event of any other conflict between the terms of the SOW and the terms herein, the Agreement shall control except to the extent that the SOW specifically references the section in the Agreement and states that the SOW should supersede the term in this Agreement. With respect to any given Evolent Client, UPMC shall be responsible for, and liable, only for those UPMC Services, SLAs and other details set forth in applicable SOWs and in this Agreement. Evolent has the right to pass-through to each Evolent Client the warranties (including SLAs), liabilities and obligations provided by UPMC to Evolent, as long as such warranties, liabilities and obligations are not in excess of the warranties, liabilities/obligations expressly undertaken by UPMC.

4.7.3 Each SOW shall be governed by the terms and conditions set forth herein, but shall each be treated as a separate, divisible contract between the Parties governing the UPMC Services expressly specified in the SOW and other contractual obligations between the Parties for the relevant Evolent Client specified on the SOW. Each SOW shall become effective as of the date specified in each SOW (each, the “SOW Effective Date”). Subject to the terms and conditions governing termination of a SOW set forth in Article 18 below, the term, and any renewal options, of each SOW shall be specified in each SOW (each, the “SOW Term”).

4.7.4 Upon the termination or expiration of any agreement between Evolent and an Evolent Client (each, an “Evolent Client Agreement”) that includes UPMC Services covered by an SOW, such SOW shall terminate or expire, as applicable, automatically at the same time as the Evolent Client Agreement.

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4.8 Compliance with Evolent Client Policies: Subject to the terms and conditions set forth in this Section 4.8, UPMC agrees that all UPMC Services provided under each SOW and all employees providing such UPMC Services shall be subject to and shall comply with applicable provisions of Evolent Clients’ policies and procedures as disclosed or reasonably made available to UPMC prior to the execution of each SOW (“Evolent Client Policies”). Evolent Clients may amend the applicable Evolent Client Polices from time to time during the applicable SOW Term through the Change Control Process and UPMC shall comply with the changed Evolent Client Policies. To the extent UPMC’s compliance with changed Evolent Client Policies under a SOW are reasonably expected to create a material incremental cost for UPMC, UPMC shall be entitled to have such costs reflected in Change Order. UPMC’s obligations with respect to any Evolent Client Policy, including any amendments thereto, shall be subject to UPMC’s right to reject Evolent Client Policies that are inconsistent with UPMC’s legal interpretation of applicable law. UPMC shall have no obligation to consider or comply with a particular Evolent Client Policy, or amendment thereto, unless Evolent provides to UPMC a written copy of such Evolent Client Policy, or amendment, with sufficient advanced notice so as to provide UPMC, using commercially reasonable efforts, the opportunity to review, consider, discuss and comment on such Evolent Client Policy. Evolent shall make the Evolent Client Policies reasonably available to UPMC through electronic means or such other means that Evolent makes them available to its own employees. UPMC shall promptly inform Evolent if UPMC becomes aware of any conduct that violates the Evolent Client Policies.

4.9 Legal and Regulatory Compliance:

4.9.1 UPMC shall provide the UPMC Services (including without limitation the related IT Systems) in compliance with applicable laws, rules, regulations, and guidelines issued by regulatory agencies, as well as applicable accreditation standards. UPMC shall obtain and maintain, throughout the Term all necessary approvals, licenses, permits (including a third party administrator license if such is required in a specific state where an Evolent Client is being served), consents and other forms of documentation required in order to materially comply with all Laws that may be applicable to performance of the UPMC Services. In addition, without limiting anything else in this Agreement, UPMC shall provide the UPMC Services to enable Evolent to remain at all times in compliance with all applicable federal, state and local laws and regulations, and all applicable accreditation standards; provided, however, that UPMC shall not be responsible for any actions, or failures to act, by Evolent personnel or contractors that cause Evolent to not be or remain in such compliance. UPMC shall cause any Subcontractors to obtain and maintain, at no cost to Evolent or Evolent Clients, all approvals, permissions, permits, licenses, and other forms of documentation required in order to comply with all Laws that may be applicable to performance of the UPMC Services. Evolent shall have the right to reasonably request and review all such permits and licenses prior to the commencement of any UPMC Services hereunder. Without limiting anything else in this Agreement, UPMC shall provide Evolent a written attestation, upon request, to verify the accuracy of any information within the purview of UPMC relating to the UPMC Services with respect to which Evolent may be required to certify to an applicable federal or state agency.

4.9.2 UPMC represents that neither it nor its owners, directors, officers or employees are excluded from participation in any federal health care programs, as defined under 42.U.S.C.§1320a-7b(f), or any state’s Medicaid program (“Federal Exclusion”),

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and to UPMC’s knowledge, there are no pending governmental investigations that may lead to such exclusion. UPMC agrees to promptly notify Evolent of the commencement of any such exclusion or investigation of UPMC, its owners or employees. In the event any employee of UPMC is or becomes subject to Federal Exclusion, UPMC shall promptly remove such employee from providing any UPMC Services under the applicable SOW.

4.10 UPMC’s Material Contracts and Facilities/Systems: Consistent with UPMC’s obligations to provide the UPMC Services, UPMC shall take any and all necessary steps, including, without limitation, the making of reasonable capital expenditures, to maintain in force and effect any licenses, leases, or other contracts reasonably necessary for UPMC to perform the UPMC Services (“Material Contracts”). In the event that a Material Contract is terminated, enjoined, or otherwise inoperative, UPMC shall itself provide the particular services or systems at issue or use commercially reasonable efforts to enter into a new Material Contract with a new replacement vendor for purposes of providing the particular services or systems at issue.

4.11 Payment of Fine: If UPMC is responsible for payment of a fine or penalty assessed against Evolent due to the intentional misconduct or negligent act or omission of UPMC personnel, UPMC shall, with the written approval of Evolent, have the right to contest, by appropriate legal proceedings in the name of and on behalf of Evolent, the facts underlying the fine or the penalty and the validity or application of any law, ordinance, rule, ruling, regulation, order or requirement of any governmental authority having jurisdiction over the operation of Evolent. Evolent, after giving its written approval, shall cooperate with UPMC with regard to the contest. UPMC shall pay the reasonable attorneys’ fees, and all expenses and costs relating to the proceedings.

4.12 Exceptions: Without limiting any other provisions in the Agreement, and except as otherwise provided in Sections 4.2.1 above and Section 11.1.2 below, Evolent shall have the option of developing, acquiring from another source, and/or providing any UPMC Services (itself or through a third party), other than Exclusive TPA Services. Additionally, as to Exclusive TPA Services, Evolent shall have the option of acquiring from another source and/or providing (itself or through a third party) any Exclusive TPA Services for a particular Evolent Client (a) for which UPMC is not meeting the applicable Service Levels for that Evolent Client, provided that Evolent notifies UPMC in writing as soon as Evolent becomes aware that UPMC is not meeting the applicable Service Levels and affords UPMC a reasonable period of time to remedy the failure to meet the applicable Service Levels; or (b) who requires different or additional TPA capabilities or services, or suite of TPA services, which are not offered by UPMC and cannot otherwise be made available by UPMC within the reasonable timeframe required by the Evolent Client. In addition, if (i) Evolent requests that UPMC provide for an Evolent Client one or more of the Exclusive TPA Services, and (ii) UPMC is unwilling or unable to provide all of the Exclusive TPA Services requested by Evolent, then Evolent may, in its reasonable discretion, either (1) arrange for UPMC to provide to said Evolent Client those UPMC Services which UPMC is willing and able to provide in accordance with the terms hereof, or (2) release UPMC from the provision of UPMC Services to said Evolent Client, and acquire from another source, and/or provide (itself or through a third party) any or all of the UPMC Services (including Exclusive TPA Services) to be provided to said Evolent Client.

5. PRICING.

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5.1 Pricing Structure: The pricing and terms between Evolent and UPMC for (1) Exclusive TPA Services and (2) PBM Services are set forth on Schedule 1. Pricing expectations for Exclusive TPA Services and PBM Services will be subject to renegotiation between UPMC and Evolent following the expiration of their respective Pricing Periods as set forth in Schedule 1. In the event UPMC and Evolent are not able to agree on revised pricing consistent with competitive market pricing (“Competitive Market Pricing”) with respect to Exclusive TPA Services, a mutually acceptable third party shall be engaged to determine Competitive Market Pricing for Exclusive TPA Services. UPMC shall have the option to accept the Competitive Market Pricing as determined by the independent third party or waive its exclusive right to provide Exclusive TPA Services, thereby enabling Evolent to pursue other alternatives to provide (itself or through a third party) or to acquire from another source, any Exclusive TPA Services. In the event UPMC elects to proceed on the basis of the renegotiated pricing as described above such renegotiated terms will take effect for new Evolent Clients as of January 1, 2018 and will remain effective through December 31, 2022. With respect to all other UPMC Services hereunder, Evolent and UPMC shall comply with the fees provisions and other financial terms as specified in each applicable SOW.

5.2 Taxes:

5.2.1 For each SOW, each Party will be responsible for (i) any personal or real property taxes, fixed asset taxes and registration taxes on property it owns or leases (other than property subleased to the other Party), (ii) employment taxes of its own employees, and (iii) taxes based on its net income or gross receipts.

5.2.2 Evolent will be financially responsible for all taxes imposed on the UPMC Services by any taxing authority, which such taxes may be comprised of services, sales, use, excise, consumption, or taxes arising as a result of receipt of the UPMC Services. As requested by Evolent, UPMC will work with Evolent to efficiently manage and mitigate, as legally permissible, any applicable taxes, including the recovery of recoverable taxes.

5.2.3 Subject to each Party’s responsibility for its own taxes, the Parties will cooperate to reduce or mitigate taxes related to this Agreement and each SOW, and to segregate, if required, the fees into the following separate payment streams: (i) those for taxable UPMC Services, (ii) those for nontaxable UPMC Services, and (iii) reimbursable expenses. UPMC will not collect or include in its invoices any sales or use taxes for which Evolent has furnished a properly executed and valid exemption certificate or direct pay permit.

5.3 Payment Terms: Unless otherwise set forth in a particular SOW, the payment terms are as follows:

5.3.1 Timing of Payments. Except for fees subject to a good faith dispute under Section 5.3.2, for each Statement of Work, UPMC will submit an invoice to Evolent for fees that are due to UPMC on a monthly basis (or such other basis as specified in the SOW) and Evolent shall pay UPMC for such invoiced amounts within thirty (30) days after receipt of the invoice, unless otherwise agreed by the Parties in an SOW. In accordance with Section 5.3.2 below, for payable invoices disputed by Evolent, no interest will be assessed. The payment of UPMC’s invoices by Evolent shall not necessarily constitute acceptance of such

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UPMC Services by Evolent or its customer, with Evolent reserving all rights thereto. If UPMC or Evolent discovers billing errors resulting in an overpayment by Evolent for the UPMC Services, UPMC shall promptly (but in any event within thirty (30) days of discovery) refund such amounts to Evolent.

5.3.2 Disputed Amounts. Evolent may withhold payment, without incurring any interest liability or being in breach of this Agreement, on all amounts disputed in good faith under this Agreement. Evolent shall notify UPMC of a dispute within ten (10) business days of the receipt of an invoice, and the Parties shall mutually agree and define a process to resolve the dispute within thirty (30) calendar days of the receipt a disputed invoice consistent with Article 20.

6. SERVICE LEVELS.

6.1 General: Commencing upon each SOW Service Level Commencement Date, UPMC’s performance of the UPMC Services will meet or exceed each of the applicable service level standards identified in the applicable SOW (collectively, the “Service Levels” or “SLAs”) as of dates set forth therein. UPMC hereby agrees that, except as may be expressly set forth to the contrary in any SOW, the Service Level for the performance of the UPMC Services under any SOW shall at least meet the standards described in Schedule 8 attached hereto.

6.2 Reserved.

6.3 Periodic Review; Annual Improvement: On an annual basis during the SOW Term, the Parties will jointly review: (i) the then-current Service Levels; and (ii) any additional relevant internal and external information that may impact Service Levels and performance. The Service Levels may be adjusted, as mutually agreed through the Change Control procedures. As part of such review process, the Parties may jointly add, modify or delete Service Levels.

6.4 Service Level Credits: Except as may be otherwise expressly agreed hereunder or in an SOW, the Service Level Credits specified in an SOW shall be the sole and exclusive remedy for UPMC’s failure to meet Service Levels thereunder.

6.5 Service Levels for Exclusive TPA Services: Standard service levels for Exclusive TPA Services (the “TPA Service Levels”) are set forth on Schedule 8. The TPA Service Levels will be subject to renegotiation between UPMC and Evolent following the expiration of the Exclusive TPA Pricing Period as set forth on Schedule 1. In the event UPMC and Evolent are not able to agree on revised service levels, a mutually acceptable third party shall be engaged to determine competitive market service levels (“Competitive Market Service Levels”) for the Exclusive TPA Services. The parties agree that if they have contemporaneous disputes regarding Competitive Market Service Levels under this Section 6.5 and Competitive Market Pricing under Section 5.1, above, the same independent third party will be engaged to determine both the Competitive Market Pricing and Competitive Market Service Levels. UPMC shall have the option to accept the Competitive Market Service Levels as determined by the independent third party or to waive its exclusive right to provide Exclusive TPA Services, thereby enabling Evolent to pursue other alternatives to provide (itself or through a third party)

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or to acquire from another source, any Exclusive TPA Services. In the event UPMC elects to proceed on the basis of the renegotiated TPA Service Levels as described above, such renegotiated terms will take effect for new Evolent Clients as of January 1, 2018 and will remain effective through December 31, 2022.

7. CHANGE CONTROL PROCESS.

7.1 Ability to Request Change: From time to time during the Term, a Party may propose changes in or additions to the UPMC Services or other aspects of the Agreement or any Statement of Work (each, a “Change Order”). “Change Order(s)” means any change to Evolent’s business (including operations and strategy) or requirements or UPMC’s delivery that results in a change: (a) to the UPMC Services, project staff, software, systems or equipment used to provide the UPMC Services that may materially alter the functionality, technical environment or performance standards related to the UPMC Services or have a material impact on Evolent or a Evolent customer, or (b) to the manner in which the UPMC Services are delivered or received. If Evolent requests a Change Order with respect to the UPMC Services, UPMC and Evolent shall mutually agree on the impact of the Change Order on the UPMC Services and on the Fees. All Change Orders shall require the prior approval of Evolent’s and UPMC’s respective designated representatives, Evolent shall have no obligation to pay fees for any Change Order until so approved, and UPMC shall not be responsible or liable for services for any Change Order until so approved.

7.2 Changes Mandated by Law: Notwithstanding the foregoing, as to the implementation of a Change Order requested by Evolent that is required in order for Evolent or the UPMC Services to comply with applicable Law (a “Mandatory Change”), UPMC shall be obligated to undertake such Mandatory Changes as provided herein. To the extent such Mandatory Changes are required in order for the UPMC Services to be in compliance with Laws that apply to UPMC, such Mandatory Changes shall be made at no cost to Evolent. To the extent Change Orders for Mandatory Changes are not addressed by the preceding sentence and Change Orders for Mandatory Changes require material expenditure of money or resources by UPMC to complete, the Parties shall confer and mutually agree on the Change Order, including without limitation, the appropriate allocation of costs and expenses to implement such Mandatory Change. For the sake of clarity, the Parties acknowledge and agree that, where a Mandatory Change is not commercially feasible, UPMC shall have the right to withdraw and/or terminate the performance and availability of affected UPMC Services (including without limitation affected UPMC Services on pending and/or outstanding Statements of Work) so long as UPMC is doing so for all of its customers. Each Party shall cooperate with the other in reasonably evaluating any requested Change Order. Evolent shall have no obligation to pay fees for any Change Order until properly approved by authorized personnel at Evolent. Provided, however, Evolent shall have the right to provide the affected UPMC Services itself or engage a third party supplier to provide the UPMC Services, and deduct from the Minimum Revenue the amounts of: (a) any penalty paid to Evolent customers or deductions in price charged to customers, if any, resulting from UPMC’s terminating its performance on pending and/or outstanding Statements of Work; (b) the revenues paid by Evolent to a third party service provider brought in to replace UPMC associated with providing the affected UPMC Services; (c) the reasonable cost of obtaining a substitute supplier for such affected UPMC Services (if higher than the cost that was charged or would have been charged by UPMC for such affected UPMC Services); and (d) any

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other reasonable cost incurred by Evolent directly attributable to UPMC’s withdrawal or termination of the affected UPMC Services.

7.3 Change Control Process. Promptly following the Effective Date, the Parties shall develop and implement change control procedures (the “Change Control Process”) to address any Change Orders requested by a Party, which Change Control Process will be consistent with the process and governance structure set forth in the Governance Agreement.

8. OBLIGATIONS OF UPMC.

8.1 Assignment and Management of Resources:

8.1.1 UPMC will provide the level of resources as reasonably required to meet its obligations under this Agreement and each SOW. UPMC will appoint and manage individuals with reasonably suitable training, experience, and skills to perform the particular type of services in accordance with the timetables and Service Levels as required by this Agreement and the particular SOW.

8.1.2 All persons providing Evolent or Evolent Clients with the UPMC Services shall be employees of UPMC, except for Subcontractors. All employees retained by UPMC to provide the UPMC Services shall be and remain UPMC employees and UPMC shall be solely responsible for the payment of all wages, fringe benefits, workers’ compensation and taxes associated with those employees.

8.1.3 UPMC shall be solely responsible for the hiring, maintenance, termination, and supervision of all employees and Subcontractors retained by UPMC to provide the UPMC Services, and all decisions regarding hiring, staffing levels, assignment, compensation, and termination of all such personnel shall be at the sole discretion of UPMC. UPMC agrees, represents and warrants that all personnel assigned to Evolent or otherwise working on the Evolent Client accounts shall be fully trained and qualified, as appropriate for the particular responsibilities and/or assignment(s) they are given for purposes of this Agreement, and shall perform their responsibilities in a professional, timely, and competent manner, in accordance with the reasonable standards of the industry, and in accordance with sound and acceptable professional practices and standards.

8.1.4 If Evolent reasonably believes that the performance or conduct of any UPMC employee is not in compliance with the provisions of this Agreement or an SOW, Evolent shall so notify UPMC and, if UPMC, in its reasonable discretion agrees with Evolent’s stated complaint(s), then UPMC shall address the performance or conduct of such person within no later than five (5) business days of such mutual agreement. If UPMC does not properly or timely address such performance or conduct as set forth immediately above in a manner reasonably satisfactory to Evolent, then at Evolent’s request, UPMC will remove such person from the applicable Evolent Client account within ten (10) business days, unless such removal would cause a material disruption to the UPMC Services, in which case the Parties shall agree on an orderly removal and replacement, and promptly provide another person with sufficient knowledge and expertise to perform the UPMC Services in accordance with this Agreement and applicable SOW. However, nothing in this Section shall in any way be deemed to create an

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employee-employer relationship between Evolent and such UPMC personnel, such being the sole right and responsibility of UPMC; further the foregoing shall not grant Evolent the right or allow Evolent the ability to terminate the employment of any UPMC employee, nor assume any responsibility or liability for the same.

8.1.5 Reserved.

8.1.6 Operations Liaison and IT Liaison.

(a) Upon the initiation of UPMC Services as described in this Agreement to an Evolent Client by UPMC, UPMC shall designate and appoint two of its employees, one to serve as a liaison to Evolent on all IT Systems and technical matters as necessary to effectively discharge the UPMC Services (the “IT Liaison”) and the other to serve as a liaison to Evolent on all operations and administration matters as necessary to effectively discharge the UPMC Services (the “Operations Liaison”). Each such liaison shall be a senior level person primarily dedicated to the performance of UPMC’s obligations under this Agreement and each applicable SOW and have the authority to oversee and make decisions relating to UPMC’s performance of its obligations under this Agreement and each applicable SOW in their respective areas of expertise. Before assigning an individual as either the IT Liaison or the Operations Liaison, UPMC shall notify Evolent of the proposed personnel, introduce the individual(s) to appropriate Evolent representatives, and provide Evolent with a resume and other relevant information about the individual(s) as reasonably requested by Evolent. If Evolent in good faith objects to the proposed assignment, the Parties shall attempt to resolve Evolent’s concerns on a mutually agreeable basis.

(b) The IT Liaison and/or Operations Liaison shall be deemed Key Personnel under each SOW.

(c) If Evolent determines with reasonable cause that the performance of the IT or Operations Liaison is not adequate, Evolent, by written notice, may request that UPMC replace such person(s), and after good faith consideration and investigation UPMC shall not unreasonably refuse to comply with such request; provided, however, that nothing in this paragraph shall prevent UPMC from performing its usual and customary rights and responsibilities in employing such personnel and in carrying out its management responsibilities and/or reviewing, reprimanding, and/or terminating any UPMC employee or agent of UPMC.

8.1.7 UPMC Leads.

(a) Upon the execution of this Agreement, UPMC shall assign personnel who shall act as “Leads” for applications and UPMC Services specified by Evolent. “Leads” shall mean those UPMC personnel who will act as the principal interface(s) with the Evolent staff, ensuring that all Evolent issues, problems and concerns are promptly and adequately addressed and communicated to the Evolent Relationship Manager.

(b) Any Lead under subsection (a) above and who devotes a substantial amount of his or her time providing the UPMC Services shall be deemed Key Personnel.

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8.2 Key Personnel: Certain personnel of UPMC (whether identified by name or position) are important to the continuity of the delivery of the UPMC Services and may be expressly and specifically designated in an SOW as Key Personnel (along with the personnel described in Sections 8.1.6(b) and 8.1.7(b) above, the “Key Personnel”). Notwithstanding anything to the contrary herein, without Evolent’s prior written consent, which shall not be unreasonably withheld or delayed, UPMC shall use commercially reasonable efforts to avoid removing or suspending from the applicable Evolent Client account as specified in the applicable SOW, during the applicable committed period set forth in applicable SOW, any individual designated as a Key Personnel. If any one of the Key Personnel is reassigned (as permitted hereunder), becomes incapacitated, or ceases to be employed by UPMC, or otherwise becomes unable to perform the functions or responsibilities assigned to him or her, then UPMC shall promptly replace such person with another appropriately qualified person who is reasonably satisfactory to Evolent.

8.3 Limited Ongoing Support to Evolent: Except as may be expressly provided for in this Agreement or in an SOW issued hereunder, Evolent hereby acknowledges and agrees that UPMC has fulfilled all commitments and obligations to provide personnel and services on behalf of Evolent, including without limitation implementation, ongoing support, sales/marketing activities, training, back-office support and/or access to the UPMC Leadership team as referenced in the Original UPMC Reseller Agreement and the First Amended and Restated Reseller Agreement. Without limiting the foregoing, UPMC hereby agrees that UPMC will continue to: (a) host up to 2 on-site sales visits per month (and related follow-up activities); and (b) provide a reasonable level of “testimonial” support (e.g., follow-up conversations between a prospective customer and key UPMC executives in each function and product area); provided however, that UPMC’s obligations under Sections 8.3(a) and 8.3(b) above shall terminate upon the earlier to occur of (i) the date upon which Evolent ceases to use UPMC as the exclusive provider of Exclusive TPA Services; and (ii) the expiration of the Term.

8.4 Access to Data and Information: Evolent hereby acknowledges and agrees that UPMC has fulfilled all commitments and obligations to provide any UPMC case studies, collateral, health system operating procedures, training manuals, certain data and other information as referenced in the Original UPMC Reseller Agreement and the First Amended and Restated Reseller Agreement, and that UPMC shall have no further obligation to provide any further data or information after the Effective Date of this Agreement. All requests for access to such Data and Information shall be on terms to be agreed upon between the Parties in separate SOW.

8.5 Access and Use of UPMC Data: During the Term for fees to be agreed upon between the Parties, UPMC may provide Evolent access to and use of the UPMC Data to create white papers, promotional, marketing and sales brochures and collateral and product validation reports.

8.6 UPMC Service Locations: UPMC will have the discretion to provide the Services from any UPMC Service Locations, unless otherwise expressly limited or designated in an SOW; provided, however, any Exclusive TPA Services shall be provided from within the United States during each applicable SOW Term, unless otherwise agreed in writing by the

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Parties. If UPMC changes any UPMC Service Locations during an applicable SOW Term, in connection with any such change:

8.6.1 UPMC will provide Evolent with a written relocation proposal that sets forth a description of (i) such UPMC Services, as well as how it proposes to perform such migration and (ii) the proposed new location and other relevant information reasonably requested by Evolent; and

8.6.2 UPMC will not charge Evolent for any incremental costs beyond incremental costs of compliance with policy or this Agreement and the Management Fees for the applicable period related to or resulting from any UPMC-initiated relocation to a new or different UPMC Service location.

8.7 Subcontractors: In the delivery of UPMC Services under SOWs, UPMC shall have the absolute discretion and right to use any third party delivery partners or data and technology partners (“Subcontractors”), provided, however UPMC shall remain responsible and liable for the performance and compliance of Subcontractors with UPMC’s requirements and obligations under this Agreement.

8.8 Excused Performance:

8.8.1 UPMC’s breach of its obligations under this Agreement and each SOW will be excused, and not included in any calculation of Service Level Breach, to the extent such breach is caused by any of the following :

(a) Any act or omission by Evolent or its agents or third parties (excluding UPMC) or other material breach of Evolent or Evolent’s employees, agents or third parties to perform its obligations under this Agreement or an applicable SOW;

(b) Any violation by Evolent or its agents or third parties (excluding UPMC) of any law, rule or regulation relating to the UPMC Services;

(c) Any material change in the manner in which Evolent conducts its business operations reasonably related to the UPMC Services unless the impacts of such change have been mutually agreed through the Change Control Process; or

(d) Any matter constituting Force Majeure.

9. INFORMATION TECHNOLOGY SYSTEMS

9.1 UPMC IT Systems:

9.1.1 UPMC’s Responsibilities Regarding the IT Systems. During the Term, UPMC shall:

(a) develop, maintain and enhance its IT System in order to effectively and productively support UPMC’s performance under this Agreement and to enable UPMC to provide the UPMC Services substantially in accordance with the Service Levels and substantially

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in accordance with any and all federal, state or other laws, rules, regulations or guidelines applicable to the UPMC Services; and

(b) undertake an ongoing review of its IT Systems as it relates to the present and future needs to support Evolent’s ability to effectively resell the UPMC Services, and to provide the UPMC Services to Evolent Clients, and identify and analyze solutions to such needs.

9.1.2 IT Systems Capabilities. The capabilities of UPMC’s IT Systems shall include without limitation the following: claims processing; adjudication and reporting (including on-line hospital and on-line physician claims systems); claims editing (including but not limited to identification of fraudulent and abusive claims); member services, including call center and portal applications applicable to providers, employers, brokers, members and regulatory agencies; administration of Provider reimbursement; coordination of benefits; Covered Member eligibility verification; Covered Member record maintenance; Covered Member billing and claims analysis; capabilities to support the compilation and analysis of data relating to utilization review, quality assurance, market identification and planning, product performance, sales evaluation and underwriting functions; preparation and production of reports required by federal, state and local governmental authorities having jurisdiction over Evolent, Evolent Clients, and their programs; and such other capabilities as are necessary to support the provision of the UPMC Services.

9.1.3 License. To the extent this Agreement permits or provides for Evolent to use any software or other intellectual property of UPMC or any third party through UPMC as provided under this Agreement, UPMC hereby grants to Evolent, a fully paid-up, royalty-free, non-exclusive license (or sublicense, as the case may be) to use, access and display the software or other intellectual property solely in connection with UPMC’s performance of UPMC Services, including without limitation any and all upgrades, updates, replacements, additions, modifications, and enhancements related thereto (unless such license is encompassed in the other licenses granted by UPMC pursuant to license agreements entered into contemporaneously with this Agreement).

9.1.4 Modifications to IT System Infrastructure. Throughout the Term, subject to the provisions governing Substantial Changes, UPMC agrees that it shall add the infrastructure to its own systems and operations, including but not limited to hardware acquisition, and/or improved operating systems, communications, application software, upgrades, releases, and enhancements, and other technologies reasonably necessary to provide the UPMC Services at the applicable Service Levels.

9.2 Costs and Expenditures: UPMC shall bear the costs associated with its IT Systems, including without limitation UPMC personnel; equipment and the maintenance of such equipment; and the development, implementation, enhancement, modification and support of, any software included within such IT Systems above. Any such costs shall be included in the calculation of UPMC’s overhead for purposes of determining the pricing for UPMC Services as set forth in each applicable SOW.

9.3 IT Security and Operations:

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9.3.1 Data Safeguards. UPMC warrants and represents that it has implemented, and covenants that it shall implement and maintain technical, administrative, physical and organizational safeguards and security measures which are reasonably consistent with the highest standards and practices in the industry and that otherwise materially meet the requirements of applicable Law, to: (i) protect the data of Evolent Clients (including PHI and financial information of such Evolent Clients) ("Evolent Client Data") against unauthorized destruction, loss, alteration, access, misuse or disclosure, and (ii) ensure the availability, integrity and confidentiality of Evolent Client Data in the possession of UPMC or its Affiliates, Subcontractors and personnel (or to which any of the foregoing has access) during the shipping, transporting, electronic transmission and storage thereof (the "Data Safeguards"). The Data Safeguards must materially comply with all data privacy and security Laws applicable to any Evolent Client Data (including any Laws applicable to use, storage, possession and/or handling of Evolent Client Data), and must be at least equal to the highest applicable industry standard. UPMC shall (a) adequately mark or otherwise identify and at minimum, virtually segregate, the Evolent Client Data as Evolent’s property, from other UPMC data, (b) store the Evolent Client Data separately from UPMC’s Confidential Information or the Confidential Information of other clients of UPMC, and (c) promptly return the Evolent Client Data at Evolent’s request. UPMC shall not modify, delete or destroy any Evolent Client Data or media on which such information resides without prior written authorization from Evolent. Failure to properly secure, protect, store or maintain Evolent Client Data that results in a corruption, alteration, loss or destruction of such data, or unauthorized access or disclosure of Evolent Client Data, shall be considered a material breach of this Agreement. UPMC shall not be responsible or liable for any of Evolent’s acts or omission with respect to Evolent Client Data.

9.3.2 Data Availability and Disaster Recovery Plan. UPMC shall maintain disaster recovery plans consistent with the highest then-applicable industry standards (consistent with its most current SOC1 SSAE 16 Type II report) to ensure that all Evolent Client Data is preserved for as long as Evolent and/or any applicable Laws reasonably require such Evolent Client Data to be preserved, and reasonably available at all times to Evolent and the Evolent Client. UPMC has provided Evolent with its current disaster recovery plans and shall provide Evolent with any updates or additions to such plans from time to time as requested by Evolent; provided, that no such update or addition will lower or qualify UPMC’s then-existing standard of care.

9.3.3 Host Servers. UPMC agrees that its electronic transactions related to this Agreement shall at all times meet the applicable HIPAA standards for physical, administrative and technical protection of PHI, as such rule may exist or be revised from time to time. All servers of UPMC that contain Evolent’s PHI shall be under the control of UPMC, either directly or by use of a contracted hosting vendor, which has signed a HIPAA Agreement. All such servers shall be within the jurisdiction of the U.S. government.

9.3.4 Information Technology Practices. UPMC shall access Evolent’s and Evolent Clients’ information systems and use data obtained from Evolent’s and Evolent Clients’ information systems solely to perform its obligations and duties under this Agreement and each applicable SOW and for no other purpose. UPMC agrees that it and its Subcontractors shall use commercially reasonable efforts to prevent the posting of any files that contain viruses, corrupted files, or any other similar software, programs or routines that may, in

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any manner, damage the operation of Evolent’s information systems; or attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to any Evolent information systems or any areas of Evolent information systems not intended for UPMC’s access (collectively, “Malicious Files”). Evolent, UPMC and UPMC’s Subcontractors shall maintain commercially reasonable anti-virus software and filters on their respective information systems. In the event UPMC or Evolent obtains knowledge of any unauthorized access to Evolent’s or Evolent Clients’ information systems or unauthorized use or disclosure of any information obtained from Evolent’s or Evolent Clients’ information systems by employees, agents or Subcontractors of UPMC, UPMC or Evolent (as the party that obtained such knowledge) shall promptly notify the other party of the same. If any Malicious Files gain unauthorized access to, or otherwise cause damage to, Evolent’s or Evolent Clients’ information systems through UPMC’s or its Subcontractors’ breach of their obligation to use commercially reasonable efforts under this Section to prevent such access or damage, then UPMC shall, at Evolent’s request, use its commercially reasonable efforts to remove such Malicious Files from Evolent’s or Evolent Clients’ information systems. For the avoidance of doubt, UPMC shall have no liability to Evolent for the presence of, or damage from, any Malicious Files on Evolent’s or Evolent Clients’ information systems if UPMC or its Subcontractors used their commercially reasonable efforts to prevent such presence or harm. NOTWITHSTANDING ANYTHING TO CONTRARY SET FORTH HEREIN AND WITHOUT LIMITING THE APPLICATION OF SECTION 15.5 BELOW, IN NO EVENT SHALL UPMC BE LIABLE TO EVOLENT OR EVOLENT CLIENTS FOR LOSS OF OR DAMAGE TO EQUIPMENT, SYSTEMS, NETWORK OR DATA, INCLUDING WITHOUT LIMITATION PHI, COST OF RESTORING OR RECONSTITUTING SUCH EQUIPMENT, SYSTEMS, NETWORK OR DATA, INABILITY TO ACCESS OR USE SERVICES HEREUNDER, LOST PROFITS, REVENUES OR SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM MALICIOUS FILES IN ANY WAY UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND RENEWAL.

10.1 The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof shall continue until 11:59 pm Eastern Standard Time on December 31, 2024 (the “Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (the “Initial Renewal Term”) unless either of the Parties elects to not renew the Agreement.

10.2 After the expiration of the Initial Renewal Term, the Agreement may be renewed for successive periods of five (5) years upon the mutual written agreement of the Parties (which may be granted or withheld in their respective sole discretion) (each successive five-year term, a “Renewal Term” and together with the Initial Term and the Initial Renewal Term the “Term.)”

11. COVENANTS.

11.1 Covenant Not to Solicit or Compete:

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11.1.1 Non-Solicitation or Hiring. During the Term and for a period of eighteen (18) months thereafter, neither Party shall solicit or hire any of the other Party’s employees without such Party’s prior written consent.

11.1.2 Evolent Non-Competition Scope and Duration. Except as provided in Section 11.2, Evolent will not provide any products or services: (a) to any Restricted Companies during the Restriction Period; or (b) to any entity within the UPMC Territory during the Territorial Restriction Period, without UPMC’s prior written consent which shall not be unreasonably withheld. Additionally, except as otherwise permitted hereunder, Evolent will not, directly or indirectly, (a) contract with or otherwise arrange with a third party, including without limitation any Evolent affiliate, to provide Exclusive TPA Services to Evolent customers; (b) provide, or offer, Exclusive TPA Services to Evolent customers; or (c) steer or otherwise encourage Evolent customers to obtain TPA Services through any party other than UPMC, including through Evolent or any Evolent affiliate. Upon a Change of Control of Evolent, Evolent’s covenants hereunder, and the associated obligations under Sections 4.2 and 11.1.1 above shall terminate immediately.

11.2 Exceptions: Notwithstanding anything to the contrary herein, the following exceptions to the restrictions on Evolent shall apply:

11.2.1 Permitted Non-Exclusive Rights. Evolent is permitted, on a non-exclusive basis:

(a) to offer, promote, sell or provide products, solutions or services, including the UPMC Services, during the Restriction Period, to an entity in the Restricted Companies list with UPMC’s prior written consent, at UPMC’s sole discretion;

(b) to provide products, solutions or services, including the UPMC Services, if applicable, to enable the exchange of data and/or clinical information with health insurance companies and/or health plans (including Restricted Companies), outside the UPMC Territory during the Territorial Restriction Period, solely when such exchange is necessitated by, and incidental to, a “downloaded risk” use case (as that term is commonly used in the health care services industry) where Evolent’s primary relationship is with an Evolent Client who is an Approved Entity, which Evolent Client also has a payor/provider relationship with the health insurance company or health plan in question. For the avoidance of doubt, this limited exception is not intended to negate the other restrictions placed on Evolent’s interactions with Restricted Companies under this Agreement; and

(c) to offer, promote and sublicense to national vendors, and sublicense to such national vendors, Evolent’s rights to resell products, solutions and services as set forth in this Agreement, so long as such vendors are not on the Restricted Companies list during the Restriction Period, and such use or resale is not within the UPMC Territory during the Territorial Restriction Period. Evolent’s rights hereunder may include rights to sublicense to such national vendors Evolent’s rights to resell the UPMC Services subject to prior notice and UPMC’s consent, which consent shall be in UPMC’s sole discretion.

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11.2.2 Acquisition of Entity in UPMC Territory. In the event that Evolent acquires an entity by merger or acquires substantially all of the assets of such entity that was conducting a business substantially similar to UPMC’s business or a business that is reasonably determined by the Parties to be competitive with UPMC’s business, in the UPMC Territory prior to such acquisition (the “Preexisting Business”), notwithstanding anything to the contrary, such acquired entity would be permitted to continue to operate Preexisting Business in the UPMC Territory, including by providing the products and services that it had been providing prior to the acquisition and to otherwise meet its obligations to its then-existing customers, provided that such acquired entity cannot continue to solicit new customers or expand its business in the UPMC Territory, or sublicense, provide access to, or use the Licensed IP or Evolent Improvements (as those terms are defined in the HP License) to provide services to its customers within the UPMC Territory.

11.3 Evolent Clients and Evolent Top Prospects.

11.3.1 Evolent Clients. Evolent shall be responsible for maintaining and updating an accurate list of all then-current Evolent Clients (the “Evolent Clients List”) including without limitation the obligation to (a) promptly add new Evolent Clients; (b) promptly remove entities who are no longer Evolent Clients; and (c) ensure that UPMC has been provided with the most-current version of the Evolent Client List.

11.3.2 Evolent Top Prospects. Evolent shall be responsible for maintaining and updating an accurate list of up to twenty (20) then-current Evolent Top Prospects (the “Evolent Top Prospects List”) including without limitation (a) promptly notifying UPMC of any new Evolent Top Prospects that Evolent wishes to claim; (b) promptly removing entities who are no longer Evolent Top Prospects; and (c) ensuring that UPMC has been provided with the most-current version of the Evolent Top Prospects List. Evolent may update the Evolent Top Prospects List no more often than once each calendar quarter and such Evolent Top Prospects List may list no more than twenty (20) Evolent Top Prospects. Upon receipt of the list of Evolent Top Prospects and/or quarterly updates, UPMC and ABCO will each have the opportunity to notify Evolent whether any of the entities proposed for inclusion on the Evolent Top Prospects list are in an Active Sales Process (or otherwise do not qualify for inclusion as an Evolent Top Prospect) and therefore will be removed from the list of Evolent Top Prospects. Evolent will be entitled to the protections set forth in Section 11.3.3 below for an Evolent Top Prospect for no more than 12 months starting on the date such entity was first included as an Evolent Top Prospect; provided, however that Evolent may claim Evolent Top Prospect rights under Section 11.3.3 below with respect to an entity that had executed an agreement for Blueprint Services before being added to the list of Evolent Top Prospects or within twelve (12) months of being added to the list of Evolent Top Prospects for up to twenty-four (24) months. For the sake of clarity, regardless of whether Evolent has actually removed an entity from the Evolent Top Prospect List as described above, the entity will be deemed to have been removed upon the expiration the twelve (12) or twenty-four (24) month period set forth above (as applicable) without any further action by either party if the conditions as set forth above have been met and UPMC’s obligations with respect to such entity shall automatically cease as of the expiration of such twelve (12) or twenty-four (24) month period, as applicable.

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11.3.3 UPMC Restrictive Covenant. UPMC agrees that it shall not sell Restricted Products and Services as defined in this Agreement to Evolent Clients and Evolent Top Prospects designated as such on the Evolent Clients List and Evolent Top Prospects List, respectively; provided, however (a) UPMC’s restrictions hereunder shall apply only to Evolent Clients and Evolent Top Prospects expressly identified as such on the then-most current written versions of each respective list provided by Evolent to UPMC and subject to the removal criteria as set forth in Section 11.3.2 above; and (b) UPMC’s restrictions hereunder shall not apply to entities with which UPMC is engaged in an Active Sales Process at the time Evolent proposes to add the entity in question to the Evolent Client List or the Evolent Top Prospects List, as applicable.

11.3.4 Expiration of UPMC Restrictions. UPMC’s restrictions as set forth in Section 11.3.3 above shall expire on the earlier to occur of (a) a Change of Control of Evolent; (b) the date upon which UPMC is no longer a shareholder in Evolent; and (c) the termination or expiration of this Agreement.

12. CONFIDENTIALITY AND PHI.

12.1 Confidential Information: UPMC acknowledges that, in connection with providing the UPMC Services under this Agreement, it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that, in connection with receiving the UPMC Services under this Agreement, it may gain access to the Confidential Information of UPMC and its customers and Affiliates.

12.2 Non-Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the UPMC Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 12.2 and shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party’s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such

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required disclosure. The provisions of this Article 12 shall survive beyond the expiration or termination of this Agreement.

12.3 Unauthorized Acts: In addition to its obligations under this Agreement and the HIPAA Agreement(s) between Evolent and UPMC, each Party shall do the following:

12.3.1 Notify the other Party promptly of any material unauthorized possession, use or communication of any PHI, data or Confidential Information of the other Party or of an Evolent Client that becomes known to them;

12.3.2 Promptly furnish to the other Party any information in its possession related to the unauthorized possession, use or communication of any PHI, data or Confidential Information of the other Party and reasonably assist the other Party in investigating the unauthorized conduct, and preventing the recurrence of any unauthorized conduct;

12.3.3 Cooperate with the other Party in responding to any third parties entitled to a report of the unauthorized conduct and in determining the nature and content of any required reporting; and;

12.3.4 Take such remedial steps as might be appropriate to avoid any recurrence of any unauthorized conduct in the future.

12.4 HIPAA Agreements: For each Evolent Client, or SOW (as appropriate and necessary), the Parties shall agree to the provisions of a HIPAA Agreement substantially in the form of Exhibit C hereto, which appropriately reflects Evolent’s obligations and requirements as set forth in Evolent’s BAA with a Evolent Client. Notwithstanding anything herein to the contrary, to the extent that the terms of the HIPAA Agreement conflict with the terms of this Agreement or an SOW, the terms of the HIPAA Agreement shall control.

12.5 Residuals: Notwithstanding anything in this Article 12 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use “Residuals” for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term “Residuals” means any information that is retained in the unaided memories of the Receiving Party’s employees who have had access to the Disclosing Party’s Confidential Information pursuant to the terms of this Agreement.

12.6 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Article 12 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to injunctive relief (without the need to post bond) and any and all other remedies available at law or in equity. This Section 12.6 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Article 12.

13. PROPRIETARY RIGHTS.

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13.1 Intellectual Property Rights of the Parties: The respective proprietary rights of the Parties with respect to intellectual property rights hereunder are set forth in the HP License and the Amended and Restated UPMC IP License Agreement (as defined in Section 21.14).

13.2 Evolent Client Materials: Each Evolent Client will be the sole and exclusive owner, including all worldwide copyrights, patent rights, trademarks, and other intellectual property rights, of the (i) materials it lawfully owned prior to the applicable SOW Effective Date, and any modifications and enhancements to such materials, (ii) third party materials acquired by each Evolent Client on or after the SOW Effective Date, (iii) derivative works of Evolent Client-owned materials, and (iv) any new materials created by each Evolent Client during the SOW Term (collectively, “Evolent Client Owned Materials”). To the extent permissible by each Evolent Client, Evolent grants to UPMC a non-exclusive, non-transferable, worldwide, limited right and sublicense to use, execute, reproduce, display, perform, modify and distribute the Evolent Client Owned Materials for the sole purpose of providing the UPMC Services to each such Evolent Client during the SOW Term; provided, however, this right and license does not give UPMC the right, and UPMC is not authorized, to sublicense such Evolent Client Owned Materials or use them for the benefit of any third parties or for any other purpose without the Evolent Clients’ prior consent which may be granted or withheld in each Evolent Clients’ sole discretion.

14. AUDITS AND RECORD RETENTION.

14.1 Operational and Compliance Audits:

14.1.1 For each active SOW, no more often than once every twelve (12) months during each applicable SOW Term, UPMC will provide to auditors acting on behalf of Evolent, any Evolent Client with an active SOW for UPMC Services, or any governmental or mutually agreed upon accrediting agency (including third-party auditors and Evolent’s and Evolent Clients’ internal audit staff), reasonable and necessary access to any facility at which the UPMC Services are being performed, to appropriate UPMC management personnel and Subcontractors, and to the data and records maintained by UPMC with respect to the UPMC Services for the purpose of: (i) performing audits and inspections of an Evolent Client, Evolent, UPMC, and their respective businesses (including any audits necessary to enable Evolent or an Evolent Client to meet their applicable regulatory or legal requirements); (ii) to confirm that the UPMC Services are being provided in accordance with this Agreement and applicable SOW; and (iii) for the purpose of performing audits that may be considered necessary by Evolent or an Evolent Client to determine the accuracy and correctness of the accounting and internal controls performed and maintained by UPMC that are directly related to the UPMC Services. In the event an audit establishes that UPMC is not compliant with applicable laws, rules, regulations, directives or guidelines or otherwise not compliant with the terms of this Agreement or the applicable SOW, Evolent, the applicable Evolent Client (at such Evolent Client’s option), and UPMC will discuss such audit finding and UPMC shall take actions necessary to remedy such noncompliance and to become compliant within a commercially reasonable period of time after the Parties meet to discuss such audit finding; provided, however, the Parties may mutually agree to shorten or lengthen such remedial action period as the circumstances require.

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14.1.2 Medicare Access Clause: To the extent applicable, UPMC agrees to make available to the Secretary of the U.S. Department of Health and Human Services or to the U.S. Comptroller General, or to any of their duly authorized representatives, until the expiration of four (4) years after the furnishing of UPMC Services pursuant to this Agreement, this Agreement and the books, documents and records of UPMC that are required to be made available by Section 952 of P.L. 96-499 to certify the nature and extent of the costs deemed to be incurred under this Agreement. Further, if UPMC carries out any of the duties contemplated herein to be carried out by UPMC through a subcontract with a related organization and the value or cost of such subcontract is Ten Thousand and 00/100 Dollars ($10,000.00) or more over a twelve (12) month period, UPMC shall cause such subcontract to contain a clause similar to this Section. Nothing contained in this Section shall be construed to constitute a waiver of the right of privacy or confidentiality otherwise legally available to such person. Nothing contained in this Section shall be deemed as an agreement by any person that information required to be made available by Section 952 of P.L. 96-499 shall be subject to disclosure under the Freedom of Information Act unless otherwise expressly required by law. This Section shall survive the termination or expiration of each applicable SOW and this Agreement.

14.1.3 UPMC shall provide Evolent and any requesting Evolent Client with: (i) copies of applicable data center and other audit reports prepared by UPMC or its outside auditors, including but not limited to a service auditor report “SOC 1 SSAE 16” or “SOC 2 AT101”), attesting to the efficacy of UPMC’s procedures and controls for the systems (data center operations, change control, and the like) used in performing the UPMC Services; and (ii) access to UPMC’s personnel who have knowledge of the materials to be reviewed or audited and who shall reasonably assist Evolent in accessing such materials. The foregoing audit reports shall include, as of any time, reports, with respect with a date of issuance no longer than twelve (12) months prior to the date of Evolent’s request therefor. All of UPMC’s information associated with such access shall be treated as Confidential Information.

14.2 Financial Audits:

14.2.1 In order to document the UPMC Services and the fees paid or payable by Evolent under this Agreement, UPMC will retain its standard records and supporting documentation for at least two (2) years following the termination or expiration of each SOW, or as otherwise required by applicable laws and regulatory requirements (including without limitation Medicare and Medicaid).

14.2.2 UPMC will provide to such auditors as Evolent may designate in writing, access to such records and supporting documentation reasonably requested by Evolent. Evolent may audit the fees invoiced to Evolent to determine that such fees are accurate and were calculated in accordance with this Agreement; provided, that any such audit shall be initiated within twelve (12) months following the end of Evolent’s fiscal year during which payment of the applicable fees and payment of any expenses for the corollary period.

14.2.3 Any such audits will be conducted at Evolent’s expense. If, as a result of such audit, Evolent determines that UPMC has overcharged Evolent, Evolent will notify UPMC of the

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amount of such overcharge and UPMC will promptly pay or credit to Evolent the amount of the overcharge. If the audit reveals an undercharge, Evolent will promptly pay to UPMC the amount of the undercharge.

14.3 Audit Support: UPMC shall provide reasonable support to Evolent and the applicable Evolent Client at no additional cost for up to two (2) audits per calendar year for each applicable SOW. If additional audit support is requested by Evolent or the applicable Evolent Client, UPMC shall be permitted to charge such additional support to Evolent at UPMC’ standard time and materials rates then in effect.

14.4 Payment for Inaccurately Paid Claims: Within a reasonable time after execution of this Agreement, UPMC and Evolent shall mutually agree upon claims quality control procedures that shall be included in a Claims Procedures Manual. Until the Parties reach such mutual agreement, the UPMC claims quality control procedures in effect as of the Effective Date shall govern for purposes of this Section. With respect to claims processed by UPMC on or after the Effective Date in a manner that does not materially comply with the then-applicable claims quality control procedures and occurred as a result of UPMC’s intentional misconduct or negligent acts or omissions, UPMC shall pay the cost of inaccurate payments to nonparticipating Providers (or participating Providers where the right of offset will not provide Evolent a recovery within a six (6) month time period; provided, however, that for purposes of this Section, Evolent shall be presumed to have a right of offset against any participating Provider, regardless of whether the contract between Evolent and the Provider grants Evolent any such right), if (i) the payment was made in error, (ii) the erroneous payment was not the result of an error of party other than UPMC, (iii) the payment resulted in more than (a) $10,000 in excess payments to a Provider for a single course of treatment, or (b) $25,000 in total excess payments resulting from a pattern, practice or methodology producing multiple erroneous payment. In consideration of such payments by UPMC, Evolent shall assign to UPMC any claim it may have against the Provider to recover any such erroneous payment. With respect to claims processed by UPMC in a manner that complies with the then-applicable claims quality control procedures, UPMC shall have no repayment obligation under this Section.

14.5 Record Retention:

14.5.1 UPMC and Evolent shall maintain appropriate and complete records pertaining to the UPMC Services. Upon the termination or expiration of each applicable SOW or this Agreement, UPMC and Evolent shall each maintain in a secure facility all such books, records and files for a period of no less than ten (10) years from the termination of each applicable SOW and the Agreement or such longer period if such records are under review or audit until the review or audit is complete (the “Retention Period”). During the Retention Period, (i) Evolent shall have reasonable access to such information and at its reasonable request shall be provided copies or originals of such information, at Evolent’s reasonable expense and (ii) UPMC shall have reasonable access to such information and at its reasonable request shall be provided copies or originals of such information, at UPMC’s reasonable expense. Upon the expiration of the Retention Period UPMC and Evolent may destroy or otherwise dispose of any records or copies of records in its possession or custody, except as required to be retained for regulatory or audit requirements or for purposes of complying with the terms of this Agreement. This Section shall survive the termination or expiration of this Agreement and each applicable SOW.

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14.5.2 Records obtained or created in the performance of this Agreement must be maintained in accordance with the confidentiality requirements of all applicable federal and state laws and regulations. Upon expiration or termination of this Agreement, the data, reports and other documents developed by UPMC under this Agreement may be required to be delivered to the Evolent at no additional cost.

14.5.3 UPMC shall maintain complete and accurate books and records to support all fees invoiced to Evolent, and shall maintain said books and records for a period of at least seven (7) years following each fiscal year end of Evolent to which such books and records apply.

15. WARRANTIES.

15.1 Authority/No Conflict: UPMC represents and warrants that: (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.

15.2 Services: UPMC represents, warrants and covenants that all of the UPMC Services will be performed in a professional and workmanlike manner and in accordance with applicable Service Levels.

15.3 Non-Infringement: UPMC represents, warrants and covenants that (a) the UPMC Services and any products provided by UPMC pursuant to this Agreement do not and will not infringe or constitute a misappropriation of any patent, copyright, trade secret or trademark of any third party and (b) UPMC has and will maintain at all times during the Term, such agreements or rights as are necessary to ensure that UPMC will have access to and the right to use all third party technology that is necessary for UPMC to provide, and Evolent and Evolent Clients to receive and use, the UPMC Services.

15.4 Compliance with Laws/Approvals: Each of UPMC and Evolent shall comply in all material respects with all laws and regulations applicable to UPMC or Evolent, as applicable, in performing their respective obligations under this Agreement. To the extent applicable, UPMC shall be responsible for obtaining all necessary permits, licenses and consents, including governmental approvals, required of UPMC and its contractors in connection with the performance of its obligations under the Agreement and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under the Agreement.

15.5 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UPMC MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR

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FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.

16. INDEMNIFICATION.

16.1 IP Indemnification: UPMC shall defend, indemnify and hold harmless Evolent and its Affiliates (other than UPMC), Evolent Clients, and their respective officers, directors and employees from and against any Losses resulting from a claim that UPMC Owned Materials or the UPMC Services provided by UPMC under this Agreement or the applicable SOW infringes or misappropriates a third party’s intellectual property rights. UPMC shall also use commercially reasonable efforts to modify the allegedly infringing UPMC Services to make it non-infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the UPMC Services, or provide Evolent with functionally equivalent and non-infringing UPMC Services. THIS SECTION 16.1 SETS FORTH UPMC’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT, ITS AFFILIATES (OTHER THAN UPMC), EVOLENT CLIENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES. UPMC shall not be obligated to indemnify Evolent, its Affiliates, customers, and their respective officers, directors and employees for infringement or misappropriation claims to the extent such claims arise out of use by Evolent or its customers of any of the UPMC Services in a manner other than as contemplated by the Parties under this Agreement.

16.2 General Indemnification:

16.2.1 UPMC’s Indemnification. UPMC hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than UPMC), and Evolent Clients, and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by UPMC or its personnel (including contractors); (b) breach of any of UPMC’s representations, warranties or covenants in this Agreement; (c) negligence or willful misconduct by UPMC or its personnel (including contractors); (d) any violation of any statute, rule, regulation, or ordinance (including without limitation, HIPAA) by UPMC, its Affiliates and Subcontractors; (e) the death of or bodily injury to any person to the extent caused by the negligence or willful misconduct of UPMC; or (f) the loss of or damage to the real or tangible personal property (whether owned or leased) to the extent caused by the negligence or willful misconduct of UPMC.

16.2.2 Evolent’s Indemnification. Evolent hereby agrees to indemnify, defend, and hold UPMC and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by Evolent or its personnel (including contractors); (b) breach of any of Evolent’s representations, warranties or covenants in this

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Agreement; or (c) gross negligence or willful misconduct by Evolent or its personnel (including contractors).

16.3 Indemnification Procedure:

16.3.1 Notice of Claim. Any Party seeking indemnification hereunder (the “Indemnitee”) shall notify the other Party liable for such indemnification (each an “Indemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 16.3.1 shall not relieve the Indemnitor of its obligations under this Article 16. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 16.3.2 below, its obligation to indemnify the Indemnitee with respect thereto shall be suspended.

16.3.2 Process. With respect to any third party claim, demand, suit, action or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.

17. LIMITS OF LIABILITY AND INSURANCE.

17.1 Limitation of Liability:

17.1.1 SUBJECT TO SECTION 17.2 BELOW, NEITHER EVOLENT NOR UPMC SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES

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INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.1.2 IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNT OF REVENUE ACTUALLY RECEIVED BY UPMC IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

17.2 Exceptions to Limitation of Liability: The limitation of liability set forth in Section 17.1 will not apply with respect to:

17.2.1 Losses with respect to third party claims that are the subject of indemnification under this Agreement;

17.2.2 Breach by either Party of its confidentiality obligations under Article 12;

17.3 Exceptions to Cap on Liability: Without limiting the application of Section 17.1.1 above, the maximum cap on liability set forth in Section 17.1.2 above will not apply with respect to:

17.3.1 Losses occasioned by the willful misconduct, fraud, recklessness, or gross negligence of a Party;

17.3.2 any efforts or liabilities incurred through UPMC’s handling, defense, judgment or settlement of legal, administrative or other action arising out of the administration, processing or determination of a claim for benefits under any Evolent Client Plan; or

17.3.3 Payments properly owing from one Party to the other Party under an SOW.

17.4 Insurance: The Parties will comply with the procedures and requirements set forth in Schedule 6 (Insurance) during the Term and until the greater of (a) three (3) months following the end of Term and (b) as required by applicable law.

18. TERMINATION.

18.1 [INTENTIONALLY OMITTED]

18.2 Termination for Cause by Evolent: Evolent shall have the right to terminate a Statement of Work, or elect to not further enter into additional Statements of Work for some or all of the UPMC Services, if UPMC repeatedly or persistently fails to meet applicable Service Levels for one or more of the UPMC Services under one or more Statements of Work; provided

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that Evolent notifies UPMC in writing as soon as Evolent becomes aware that UPMC is not meeting the applicable Service Levels and affords UPMC a reasonable period of time, not to exceed thirty (30) days following UPMC’s receipt of such written notice, to remedy the failure to meet the applicable Service Levels. UPMC’s performance will be reviewed on a Statement of Work by Statement of Work basis against the Service Levels as set forth in the applicable Statements of Work.

18.2.1 Evolent may terminate an SOW if UPMC materially breaches any material obligation under this Agreement with respect to an SOW or any material obligation under the applicable SOW by sending a written notice specifying such material breach and a statement that the applicable SOW will be terminated sixty (60) days following delivery of such notice (or such longer cure period as agreed in writing) unless during such sixty (60) day period UPMC has cured such material breach.

18.3 Termination for Cause by UPMC: UPMC may terminate an SOW if Evolent materially breaches any payment or other material obligation under this Agreement with respect to an SOW by sending a written notice specifying such material breach and a statement that the applicable SOW will be terminated (i) in the case of a material payment breach, ten (10) days following delivery of such notice unless during such ten-day period Evolent has cured such material payment breach and (ii) in the case of any other material breach of a material obligation, sixty (60) days following delivery of such notice (or such longer cure period as agreed in writing) unless during such sixty (60) day period Evolent has cured such material breach.

18.4 Termination Assistance Services: Upon any expiration or termination of any SOW or this Agreement, Evolent (and the applicable Evolent Client) shall be entitled to receive the Termination Assistance Services in accordance with Schedule 5 (Termination Assistance Services); provided, however that if, upon the expiration or termination of this Agreement (other than a termination pursuant to Section 18.3), UPMC is providing UPMC Services to one or more Evolent Clients, then UPMC shall continue to provide such UPMC Services under the terms of the applicable SOW and the terms hereof until the earliest date on which, pursuant to the applicable SOW, such SOW may be terminated by either Evolent or UPMC.

18.5 Return of Property: Upon the termination or expiration of this Agreement, each Party shall return to the other any equipment or other property that is in the possession of such Party.

18.6 Survival: The rights and obligations contained in Sections 1, 11.1 , 12, 14.1.2, 14.2, 14.5, 16.2, and 17 shall survive any termination or expiration of this Agreement.

19. GOVERNANCE

19.1 BPO Steering Committee:

19.1.1 BPO Steering Committee Formation. The Parties shall form a business process outsourcing (“BPO”) steering committee (“BPO Steering Committee”) comprised of one representative of each Party and such other member(s) as the initial members shall determine from time to time.

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19.1.2 BPO Steering Committee Responsibilities. The BPO Steering Committee shall meet no less frequently than quarterly and shall be responsible for a number of activities, including: (a) overseeing the performance of the Parties under this Agreement, (b) enhancing communication of decisions made by the Parties or the BPO Steering Committee, (c) resolving disputes relating to Evolent Clients as directed by the BPO Steering Committee, (d) establishing a forum for the discussion of common strategic objectives of Evolent and UPMC relating to the provision of UPMC Services, and (e) annual review of the performance of the IT Liaison and the Operations Liaison whose positions are described herein. The duty to schedule the meetings, plan the agenda, prepare minutes, and other related matters shall be the joint responsibility of the UPMC Relationship Manager and the Evolent Relationship Manager.

19.2 Information Technology Working Group: Evolent and UPMC shall create an IT working group (“IT Working Group”), including appropriate representatives of Evolent and UPMC, as designated by each Party, to review and develop information technology strategies that are intended to enhance UPMC’s capabilities to provide the UPMC Services and to be aligned with Evolent’s strategic objectives to effectively promote and resell the UPMC Services. The IT Working Group shall meet no less frequently than quarterly. The IT Working Group shall periodically review the status of implementation of all ongoing Evolent and UPMC health plan-related IT initiatives, including UPMC’s sharing of information with Evolent that is relevant for the relationship.

19.3 Procedures Manuals:

19.3.1 Inventory, Development of Procedures Manuals. UPMC has provided to Evolent an inventory of Procedures Manuals (as defined below). UPMC shall maintain and update such manuals as reasonably necessary and appropriate to perform UPMC’ obligations regarding the UPMC Services. In addition, to the extent that Procedures Manuals reasonably requested by Evolent are not in existence as of the Effective Date, UPMC shall develop and deliver such Procedures Manuals to Evolent within a reasonable period of time agreed to by the Parties, and shall maintain and update such manuals as necessary and appropriate to perform UPMC’s obligations regarding UPMC Services. UPMC shall incorporate into the Procedures Manuals reasonable comments and suggestions of Evolent. The term “Procedures Manuals” refers to manuals which describe with a sufficient level of detail the operational processes by which UPMC shall perform and deliver the UPMC Services, including without limitation specific processes and procedures to ensure that the UPMC Services are performed accurately and in a timely manner, terms and conditions for conducting checkpoint reviews, and the roles and responsibilities of Evolent.

19.3.2 Change Control Notification. UPMC shall notify Evolent from time to time of any projected material changes in UPMC’s IT Systems, infrastructure or business process or operations which may adversely affect the function or performance of, or decrease in a material way, the efficiency, effectiveness or quality of the UPMC Services (including, without limitation, implementing changes in architecture or technology) (a “Material Change”). In the event of a Material Change which adversely affects one or more of the UPMC Services, Evolent may, at its election, release UPMC from the provision of the affected UPMC Services and acquire from another source, and/or provide (itself or through a third party) any or all of the affected UPMC Services, unless and until such Material Change has been remedied.

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19.3.3 Conflict with Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of the Procedures Manual, the provisions of this Agreement shall prevail unless the Parties otherwise agree in writing.

20. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 20.5, the procedures of this Article 20 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a “Dispute”). The parties will seek to resolve each Dispute as follows:

20.1 First Level Performance Review: Each Party’s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 20.2 below.

20.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.

20.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 20.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The parties shall be permitted at least six (6) months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each party selecting one of the impartial arbitrators and those two arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one arbitrator must be an attorney licensed under the laws of Pennsylvania and at least one (1) arbitrator (may be the same person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set

37

forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

20.3.1 For any Dispute in which the amount in controversy is at least USD $1,000,000.00, the following additional procedures apply:

(a) a certified court reporter shall transcribe the arbitration hearings. The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and

(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.

20.3.2 Any such appeal shall be conducted as follows:

(a) such appeals are limited to issues of law (i.e., the original award (i) contains material errors of law such that the original award is not founded on any appropriate legal basis; or (ii) is based on factual findings clearly unsupported by the record; or (iii) the original award is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award;

(b) the person hearing the appeal shall be a former federal judge mutually agreed to by the parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;

(c) the submissions on appeal are limited to: (i) the record of the arbitration, (ii) a 30-page brief by the appellant, (iii) a 30-page brief by the appellee, and (iv) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;

(d) the appellate arbitrator shall render a written decision within 60 days of the final submission;

(e) during the pendency of the arbitration appeal, the Parties agree tosuspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341.

(f) the appellate arbitrator must award costs and attorneys fees to the prevailing Party; and

(g) the decision of the appellate arbitrator shall be final.

20.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such

38

Dispute unless and until: (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.

20.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction.

21. MISCELLANEOUS PROVISIONS.

21.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement or any SOW calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures.

21.2 Independent Contractor: The relationship of UPMC to Evolent shall at all times during the Term be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.

21.3 Assignability: Evolent has entered into this Agreement because of the expertise of UPMC, and UPMC understands that the UPMC Services are personal to UPMC, and may not be assigned to any other company, partnership, or individual other than a UPMC Affiliate without the express written consent of Evolent; provided, however, no consent shall be required if assignment is made in connection with a sale of all or substantially all of UPMC’s assets or units. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or to any entity, other than Restricted Companies, in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.

21.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

21.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party (“Force Majeure”) provided that such Party gives

39

the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure any such breach.

21.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. For the avoidance of doubt, this Agreement restates in their entirety the Original UPMC Reseller Agreement and the Original TPA Addendum (the “Original Agreements”) and the First Amended and Restated Reseller Agreement, and upon the execution of this Agreement, the Original Agreements and the First Amended and Restated Reseller Agreement are each hereby no longer of any force or effect. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.

21.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at law or in equity.

21.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement create any right or cause of action in or on behalf of any person or entity other than Evolent and UPMC.

21.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.

21.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.

21.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.

21.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.

If to Evolent: Seth Blackley

President

Evolent Health, Inc.

3101 Wilson Boulevard

Suite 500

Arlington, Virginia 22201

with a copy to:

Adam Sak

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Sourcing Strategies Law Group PC

3973 Springleaf Lane

Boulder, Colorado 80304

If to UPMC: UPMC Insurance Services Division

600 Grant Street, 55^th Floor

Pittsburgh, PA 15219

Attention: Chief Executive Officer

Chief Legal Officer

Fax No: (412) 454-5665

With a copy to:

Cohen & Grigsby, P.C.

625 Liberty Avenue

Pittsburgh, PA 15222-3152

Attention: David J. Kalson, Esq.

Fax: (412) 209-1824

Notice shall be deemed given: (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.

21.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by UPMC or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its or his legal obligations (prompt notice of which shall in any such case be given to the other Party).

21.14 Use of Trademarks: Except as otherwise provided in this Section 21.14, neither Party shall have the right to use the other Party’s Trademarks for any purpose, except upon the other Party’s prior written consent. To the extent that the use of UPMC’s and/or Evolent’s Trademarks, as applicable, are reasonably necessary for the effective marketing and promotion by Evolent and UPMC of the products and services contemplated under this Agreement and in the related Statements of Work, each Party shall grant to the other Party a non-exclusive, royalty-free, non-assignable license, throughout the Term, and in the manner set forth in the respective Statements of Work, to use certain of the other Party’s Trademarks, as applicable, and subject to each Party complying with the other Party’s trademark use guidelines for such Party’s Trademarks. For the avoidance of doubt, nothing in this Section 21.14 or Section 21.13 shall be construed to preclude Evolent from making statements or other representations (in any format, including electronic) to its customers and prospective customers in the ordinary course of its business operations (including in connection with its promotional and sales activities as contemplated under this Agreement), that Evolent’s products and services are based upon the

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Licensed IP provided by UPMC as that term is defined under that certain Amended and Restated Intellectual Property License and Development Services Agreement between UPMC and Evolent (the “Amended and Restated UPMC IP License Agreement”), in a manner consistent with this Agreement and the Amended and Restated UPMC IP License Agreement, and applicable laws.

21.15 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by law.

21.16 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.

21.17 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement binding all of the Parties hereto, notwithstanding both of the Parties are not signatory to the original or the same counterpart. Signatures sent by facsimile or electronic transmission shall be deemed to be originals for all purposes of this Agreement.

[Signatures on following page.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EVOLENT HEALTH, INC.		UPMC HEALTH PLAN, INC.
/s/ Frank Williams		/s/ Diane P. Holder
By:	Frank Williams	By:	Diane P. Holder
Its:	CEO	Its:	President & CEO

[Signature Page to Second Amended and Restated Reseller, Services and Non-Competition-Agreement]

Confidential

EXHIBIT B

TEMPLATE STATEMENT OF WORK

*******

STATEMENT OF WORK NUMBER [X]

([EVOLENT CLIENT NAME] SERVICES)

THIS STATEMENT OF WORK NUMBER [X] (the “SOW”) is made and entered into effective as of [date] (the “SOW Effective Date”), by and between UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“UPMC”) and Evolent Health, Inc., a Delaware corporation (“Evolent”) (each a “Party”, collectively, “Parties”).

WHEREAS, Evolent and UPMC are parties to that certain AMENDED AND RESTATED RESELLER, SERVICES AND NON-COMPETITION AGREEMENT BETWEEN UPMC HEALTH PLAN, INC. AND EVOLENT HEALTH, INC., effective as of September 1, 2012 (the “Reseller Agreement”);

WHEREAS, the Reseller Agreement provides for the adoption and execution of statements of work for the provision of certain health care services to be provided by UPMC and its affiliates to certain Evolent clients;

WHEREAS, the Parties intend for this SOW to govern the provision of UPMC Services to the following Evolent Client: [identify Evolent Client] (“[name]”);

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINED TERMS. Except as otherwise expressly provided in this SOW, all capitalized terms used in this SOW will have the meanings set forth herein or in the Reseller Agreement.

2. GOVERNING TERMS; INCORPORATION BY REFERENCE. This SOW is subject to and governed by the Reseller Agreement and each Exhibit, Schedule, and appendix as set forth and referenced therein, all of which are incorporated herein by this reference. This SOW is additionally subject to and governed by any Exhibits, Schedules, and appendices attached hereto, all of which are incorporated by this reference as part of this SOW.

3. CONTENTS OF SOW. This SOW consists of the following Exhibits, Schedules, and appendices, as applicable:

Statement of Work [x]:	[Evolent Client name]
SOW Schedule 1	UPMC Services
SOW Schedule 2	Service Levels
SOW Schedule 3	Management Fees
SOW Schedule 4	UPMC Key Personnel

4. SOW TERM AND RENEWAL.

- 1 -

Confidential

4.1 SOW Initial Term. The initial term of this SOW will commence on the SOW Effective Date and continue until 11:59 pm U.S. Eastern Time on [date] (“SOW Initial Term”), or such earlier date upon which this SOW may be terminated pursuant to the Reseller Agreement.

4.2 SOW Renewal. At least six (6) months prior to the expiration of the SOW Initial Term and each applicable SOW Renewal Term, Evolent and UPMC shall meet to discuss whether a renewal of this SOW is desired and terms for such renewal (each such renewal a “SOW Renewal Term”).

4.3 SOW Term. The SOW Initial Term and any SOW Renewal Terms will be collectively referenced as the “SOW Term.”

IN WITNESS WHEREOF, each of Evolent and UPMC has caused this Statement of Work Number [x] to be signed and delivered by its duly authorized representative as of the SOW Effective Date.

EVOLENT HEALTH, INC.	UPMC HEALTH PLAN, INC.
By:	By:
Its:	Its:

- 2 -

EXHIBIT C

Template Downstream Subcontractor Business Associate Agreement

******

DOWNSTREAM SUBCONTRACTOR BUSINESS ASSOCIATE AGREEMENT

This DOWNSTREAM SUBCONTRACTOR BUSINESS ASSOCIATE AGREEMENT (this “Agreement”) is made by and between Evolent Health, Inc. (“Evolent”) and UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“Contractor”) and is effective as of     ,     (“Effective Date”).

RECITALS

WHEREAS, pursuant to a separate written agreement (“Services Agreement”), Evolent has engaged the Contractor to provide certain services on its behalf and/or on behalf of one or more covered entities (each, a “Covered Entity”);

WHEREAS, in connection with such services, the Contractor may have access to Protected Health Information, including Electronic PHI (as defined herein);

WHEREAS, Evolent is contractually obligated to the Covered Entities to protect and secure any Protected Health Information that Evolent receives from or on behalf of the Covered Entities in accordance with HIPAA (as defined in Section 1.1); and

WHEREAS, pursuant to Evolent’s contractual obligations with the Covered Entities, Evolent and Contractor agree to govern Contractor’s receipt, use, redisclosure and security of Protected Health Information in connection with its provision of services.

NOW THEREFORE, in consideration of the mutual premises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Contractor and Evolent hereto agree as follows:

AGREEMENT

I GENERAL PROVISIONS.

Section 1.1 Capitalized Terms. Capitalized terms used in this Agreement without definition shall have the respective meanings assigned to such terms in the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, its implementing regulations (45 C.F.R. parts 160-164) and HITECH (as defined in Section 1.2) (collectively “HIPAA”).

Section 1.2 HIPAA Amendments. Contractor acknowledges and agrees that the Health Information Technology for Economic and Clinical Health Act and its implementing regulations (“HITECH”) impose new requirements on business associates with respect to privacy, security and breach notification and contemplates that such requirements shall be

implemented by regulations to be adopted by HHS. The HITECH provisions applicable to business associates will be collectively referred to as the “HITECH BA Provisions.” The HITECH BA Provisions are hereby incorporated by reference into this Agreement as if set forth in this Agreement in their entirety. Notwithstanding anything to the contrary, the HITECH BA Provisions will be effective: (a) with respect to any security breach notification provision, September 23, 2009; and (b) with respect to the other HITECH BA Provisions, February 17, 2010 or such subsequent date as may be specified in HITECH.

Section 1.3 Effect. The terms and provisions of this Agreement shall supersede any other conflicting or inconsistent terms and provisions in the Services Agreement to the extent of such conflict or inconsistency.

II. OBLIGATIONS OF CONTRACTOR.

Section 2.1 Use and Disclosure of Protected Health Information. Contractor may use and disclose Protected Health Information as permitted or required under the Services Agreement, this Agreement, or as Required by Law, but shall not otherwise use or disclose any Protected Health Information. Contractor shall not and shall assure that its employees, other agents and contractors do not use or disclose Protected Health Information received from Evolent or the Covered Entities in any manner that would constitute a violation of HIPAA if so used or disclosed by Evolent or the Covered Entities. Without limiting the generality of the foregoing, Contractor is permitted to use or disclose Protected Health Information as set forth below:

(a) Contractor may use Protected Health Information internally for Contractor’s proper management and administrative services or to carry out its legal responsibilities.

(b) Contractor may disclose Protected Health Information to a third party for the Contractor’s proper management and administration, provided that (1) the disclosure is Required by Law, (2) Contractor makes the disclosure pursuant to an agreement consistent with Section 2.5 or (3) Contractor makes the disclosure pursuant to a written confidentiality agreement under which the third party is required to (i) protect the confidentiality of the Protected Health Information, (ii) only use or further disclose the Protected Health Information as Required by Law or for the purpose for which it was disclosed to the third party and (iii) notify Evolent of any acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted by the confidentiality agreement.

(c) Contractor may use Protected Health Information to provide Data Aggregation services relating to the Health Care Operations of Evolent or the Covered Entities if required or permitted by the Services Agreement.

(d) Contractor may de-identify Protected Health Information, consistent with applicable HIPAA requirements if required or permitted by the Services Agreement.

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Section 2.2 Safeguards. Contractor shall use appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as permitted or required by this Agreement. In addition, the Contractor shall implement Administrative Safeguards, Physical Safeguards and Technical Safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of Electronic Protected Health Information that Contractor creates, receives, maintains or transmits on behalf of Evolent or the Covered Entities.

Section 2.3 Minimum Necessary Standard Contractor shall only request, use and disclose the minimum amount of Protected Health Information necessary to accomplish the purpose of the request, use or disclosure. To the extent practicable, Contractor shall limit a request, use or disclosure of Protected Health Information to a Limited Data Set.

Section 2.4 Mitigation Contractor shall take reasonable steps to mitigate, to the extent practicable, any harmful effect (that is known to Contractor) of a use or disclosure of Protected Health Information by Contractor in violation of this Agreement.

Section 2.5 Agreements by Third Parties Contractor may not subcontract any services that require it to disclose Protected Health Information that it has received by or on behalf of Evolent or the Covered Entities unless authorized in the Services Agreement or this Agreement. To the extent it discloses Protected Health Information, it shall obtain and maintain an agreement with each agent or subcontractor that has or will have access to Protected Health Information, which is received from, or created or received by Contractor on behalf of Evolent, pursuant to which agreement such agent or subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to Contractor pursuant to this Agreement with respect to such Protected Health Information.

Section 2.6 Information.

(a) Contractor shall, without unreasonable delay, but in no event later than five (5) business days after becoming aware of any acquisition, access, use, or disclosure of Protected Health Information in violation of this Agreement by Contractor, its employees, other agents or contractors or by a third party to which Contractor disclosed Protected Health Information, report the use or disclosure to Evolent. Without limiting the foregoing, Contractor shall report the use or disclosure even if it determines that the use or disclosure does not pose a significant risk of financial, reputational or other harm to the individual who is the subject of the Protected Health Information.

(b) Contractor shall, without unreasonable delay, but in no event later than within five (5) business days of becoming aware of a Security Incident, report it to Evolent.

Section 2.7 Access to Information Within five (5) business days of a request by Evolent for access to Protected Health Information about an Individual contained in any

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Designated Record Set maintained by Contractor, Contractor shall make available to Evolent such Protected Health Information for so long as Contractor maintains such information in the Designated Record Set.

Section 2.8 Availability of Protected Health Information for Amendment Within fifteen (15) business days of receipt of a request from Evolent for the amendment of an Individual’s Protected Health Information contained in any Designated Record Set maintained by Contractor, Contractor shall provide such information to Evolent for amendment and incorporate any such amendments in the Protected Health Information (for so long as Contractor maintains such information in the Designated Record Set) as required by 45 C.F.R. §164.526.

Section 2.9 Accounting of Disclosures Within five (5) business days of notice by Evolent to Contractor that it has received a request for an accounting of disclosures of Protected Health Information (other than disclosures to which an exception to the accounting requirement applies), Contractor shall make available to Evolent such information as is in Contractor’s possession and is required for Evolent and Covered Entity to make the accounting required by 45 C.F.R. §164.528 (as amended by HITECH).

Section 2.10 Availability of Books and Records Contractor shall make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Contractor on behalf of, Evolent or the Covered Entities available to Evolent and/or the Secretary for purposes of determining Evolent’s compliance with HIPAA.

III. TERMINATION OF AGREEMENT.

Section 3.1 Termination Upon Breach of this Agreement This Agreement and the Services Agreement may be terminated by Evolent upon thirty (30) business days advance written notice to Contractor in the event that Contractor breaches this Agreement and such breach is not cured within such thirty (30) business day period; provided, however, that in the event that termination of this Agreement is not feasible, in Evolent’s sole discretion, Contractor acknowledges and agrees that Evolent has the right to report the breach to the Secretary.

Section 3.2 Termination Upon expiration or earlier termination of this Agreement, Contractor shall either return or destroy all Protected Health Information received from Evolent or created or received by Contractor and which Contractor still maintains in any form. Notwithstanding the foregoing, to the extent that Evolent reasonably determines that it is not feasible to return or destroy such Protected Health Information, the terms and provisions of this Agreement shall survive termination of this Agreement and such Protected Health Information shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such Protected Health Information.

WHEREOF, the parties hereto have duly executed this Agreement.

Evolent Health, Inc.	UPMC Health Plan, Inc.
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

SCHEDULE 1: UPMC SERVICES

UPMC SERVICES FOR EVOLENT CUSTOMERS

A. EXCLUSIVE THIRD-PARTY ADMINISTRATION (“TPA”) SERVICES:

“Exclusive TPA Services” – As defined in Section 4.2 of the Agreement, Exclusive TPA Services are those services that UPMC shall have the exclusive right (i.e., exclusive as to Evolent and to other providers to Evolent) to provide to Evolent Clients. The bundled package of Exclusive TPA Services is set forth below. Only the Exclusive TPA Services marked with an asterisk can be unbundled (“Unbundled Services”). It is understood that, except as set forth below, the TPA fees are fully inclusive of all Exclusive TPA Services and that a detailed scope of responsibility will be attached to the formal agreement. For the avoidance of doubt, should UPMC choose not to offer any of the Exclusive TPA Services for a particular customer, then Evolent would have the right to integrate with that customer’s preferred TPA partner for Exclusive TPA Services. The Exclusive TPA Services fees set forth in this Schedule 1 are effective through December 31, 2017.

Services	TPA Fees – 2013 Pricing	Inflator	Membership Thresholds	Pricing Period
Claims	**Commercial and/or EE/ASO CY13 PMPM [***] Medicare (Part C) CY13 PMPM [***]	[***] trend factor applied annually	Commercial/EE/ASO: [***] minimum members (i.e., minimum charge of [***] Medicare (Part C): [***] minimum members (i.e., minimum charge of [***]	The pricing set forth in this table shall remain in effect through December 31, 2017. Post-termination run-out charges TBD.
Enrollment & C.O.B.
Audit, Fraud & Abuse
Premium Billing
Customer Service – Member and Provider
Complaints & Grievances
Clinical Operations – Utilization Management intake & Precertification*
Sales CRM (priced for Medicare only)
Revenue Enhancement Administration – data aggregation, analysis, reporting (priced for Medicare only)*

* Services that can be unbundled.

** Additional fees for the administration of exchange and CDHP products will apply.

Fee Reductions if Evolent elects to exclude permitted Unbundled Services are as follows: (1) Cost of Revenue Enhancement Administration services is [***] PMPM (Medicare only); should Evolent perform those services for a client directly rather than through UPMC, UPMC’s fee would be reduced by that amount, and (2) cost of Clinical Operations – Utilization Management intake & precertification is

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

[***] for Medicare and [***] for Commercial; should Evolent perform those services for a client directly rather than through UPMC, UPMC’s fees would be reduced by those amounts.

B. PHARMACY BENEFIT MANAGEMENT (“PBM”) SERVICES:

“PBM Services” – The bundled package of pharmacy-related services are set forth below. PBM Services cannot be unbundled or otherwise disaggregated. Evolent customers may elect to obtain PBM Services through UPMC or from other sources. Evolent may elect to directly provide PBM Services and/or contract or otherwise arrange with a third-party for PBM Services.

Core Pharmacy Services	Pricing	Pricing Period
PBM management and oversight UPMC will assign designated resources whose primary responsibility will be to support Evolent Health implementation, claims system set-up and PBM issue resolution. Also, UPMC will agree to support new business RFP responses for services designated to UPMC	-        For the provision of Core Pharmacy Services for commercial and employee/ASO offerings, UPMC shall retain [***]. It is assumed that, to the greatest extent possible, UPMC’s standard formulary and clinical programs will be implemented for Evolent Clients. -        For Medicare Part D administration, Evolent shall pay a PMPM fee of [***] to UPMC. -        In addition to the fees set forth above, Evolent (or Evolent Clients) will be responsible for the following pass through fees: Sanovia prior authorization IT system fees: •       [***] per PA transaction, subject to an annual CPI adjustment ESI Fees for Commercial & Medicaid: •       Pass-thru of ESI Paper claims only ESI Fees for Medicare Part D. In 2014 fees are: •       [***] per paid claim for FWA •       [***] per paid claim for Part D fees	The pricing set forth herein shall be effective through December 31, 2014.
Clinical program development UPMC and Evolent Health mutually agree to work to meet potential need for clinical program customization.
Pharma contracting and rebate management To the extent permitted by individual pharmaceutical manufacturers, UPMC will develop and administer rebate contract addendum(s) for Evolent Health and its’ clients
Formulary management UPMC and Evolent Health mutually agree to work to meet potential need for formulary customization
Claims administration/processing Based on the claims administration specifications outlined in the existing PBM vendor contract (currently, ESI)

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

	•       [***] per reversed/reprocessed claims •       [***] for Medicare EOB’s -        To the extent that an Evolent Client requests custom services or pricing, UPMC and Evolent shall negotiate the appropriate fees in good faith.
Pharmacy network management Based on the claims administration specifications outlined in the existing PBM vendor contract (currently, ESI)
Mail order pharmacy Based on the claims administration specifications outlined in the existing PBM vendor contract (currently, ESI)
Specialty pharmacy Based on the claims administration specifications outlined in the existing PBM vendor contract (currently, ESI)
Member Services UPMC will provide member service support through an integrated medical & pharmacy call center. Pharmacy member services will be available to assist with transition support for new clients 90 days before client go-live, as directed by Evolent Health
Workspace UPMC will make available to Evolent Health a maximum of eight (8) workspaces within the UPMC pharmacy department

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

C. OPTIONAL SERVICES:

“Optional Services” – Administrative services set forth below that an Evolent customer may elect to purchase through UPMC on a service-by-service basis. Evolent may elect to offer Optional Services directly or contract or otherwise arrange with a third-party to provide Optional Services to Evolent Clients.

Services	Pricing and Terms and Conditions
Rating, Underwriting, Actuarial Services, and Medicare Bid Development	TBD
Quality Improvement (Stars, HEDIS, NCQA)	TBD
Disease Management/Medical Management	TBD
Subrogation	TBD
Wellness (consultation, program development, campaign coaching)	TBD
Take a Healthy Step Platform	TBD
Absence Management – eBenefits	TBD
Worker’s comp	TBD
Data Analytics	TBD
Nurse Line	TBD

AL01/303002862

Confidential

SCHEDULE 5

TERMINATION ASSISTANCE SERVICES

1. Upon the expiration of any SOW or notice of termination of any SOW for any reason (“Wind Down”), UPMC will, upon Evolent’s written request for a period of time designated by Evolent but in no event more than twelve (12) months following the expiration or termination date of each applicable SOW or such longer period as agreed to by the Parties (the “Termination Assistance Period”), provide the TAS Continuation Services (as defined below) and the TAS Transfer Services (as defined below) (collectively, the “Termination Assistance Services”). Notwithstanding the foregoing, if any SOW is terminated by UPMC for material non-payment, UPMC shall not be required to provide the applicable Termination Assistance Services unless Evolent prepays monthly in advance for such Termination Assistance Services to be provided during the applicable Termination Assistance Period.

2. The “TAS Continuation Services” shall be UPMC’s continued provision of the Base Services in effect at the time of the Wind Down pursuant to the then-effective terms and conditions of the Agreement and the applicable SOW.

3. The “TAS Transfer Services” are comprised of two components: (1) TAS Knowledge Transfer and (2) TAS Operational Transfer.

3.1 The “TAS Knowledge Transfer” shall include UPMC’s reasonable transfer of knowledge, exclusive of UPMC’s proprietary elements of the same, regarding Evolent Client-specific elements of the Services, Evolent Clients’ Service requirements, and related topics so as to reasonably facilitate the transfer of the Services to Evolent, the applicable Evolent Client, or a successor provider by:

(a) providing Evolent, the applicable Evolent Client, or the successor provider with all reasonably relevant information regarding Evolent Client-specific elements of the Services, including: (1) relevant documentation; (2) Evolent Client-specific processes, procedures, methodologies, schedules, work product and related information, exclusive of UPMC’s proprietary elements of the same; and (3) key support contacts (names and phone numbers) of Evolent Client and third-party personnel and of UPMC’s personnel during the transition;

(b) providing relevant information to Evolent, the applicable Evolent Client, or the successor provider’s personnel concerning the status and management of material third-party agreements used by UPMC for delivery of the Services; and

(c) providing reasonable access (e.g., by meetings, telephone and e-mail), during the Termination Assistance Period, to relevant UPMC resources used to deliver the Services to Evolent and the applicable Evolent Client.

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Confidential

3.2 The “TAS Operational Transfer” shall include UPMC’s performance of the following activities required to help effect the transition of operational responsibility for the Services:

(a) deliver to Evolent, the applicable Evolent Client, or the successor provider all applicable Evolent Client-specific documentation regarding processes and procedures used to provide the Services;

(b) provide work volumes and information on historical performance for the preceding 12 months for the applicable Evolent Client Services;

(c) provide to Evolent or its designee electronic copies (or hard copy versions, if available) of all records and data in UPMC’s possession relating to the Services provided to the applicable Evolent Client, including but not limited to all historical data, books of account, enrollment records, group service records, Provider records, patient records, Covered Member records, prescription drug data, resource utilization data, and claims information. UPMC shall assist in the planning of such transfer and the identification of errors arising in the course of such transfer;

(d) identify work and projects expected to be in progress as of the effective date of termination or expiration. With respect to such work, document current status and cooperate in stabilization for continuity during transition;

(e) provide pre-transition services, including:

(i) providing assistance in notifying UPMC’s Subcontractors of the procedures to be followed during the Termination Assistance Period;

(ii) assisting Evolent, the applicable Evolent Client, or the successor provider in the analysis of the space required for software and data file libraries;

(iii) providing training to Evolent’s and the applicable Evolent Client’s employees, subcontractors and the successor provider on industry standard procedures (but specifically excluding any UPMC proprietary processes, information or materials) related to the Services upon request by Evolent; and

(iv) providing other reasonable assistance, cooperation and access to information and facilities related to the transition as Evolent may reasonably request.

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Confidential

3.3 As part of the TAS Transfer Services, the following provisions shall apply with regard to IT Systems:

(a) Availability of IT Components. For purposes of this Section, the term “IT Components” shall mean all application software, systems software and other non-hardware components of the IT System. UPMC shall, throughout the term of the Agreement, maintain all the IT Components not owned by UPMC at a level of then-current commercial versions of such components, subject to reasonable wear and tear. In the event that on the effective date of termination of the Agreement or any SOW non-UPMC-owned IT Components are not at the level of then-current commercial versions of such components, UPMC shall bear the cost of conversions or enhancements to bring such components up to the level of used by other typical commercial providers of comparable services, if having access to the then-current commercial version is required for Evolent’s or Evolent Clients’ business. UPMC shall use its best efforts to ensure that all IT Components used by UPMC in providing services under the Agreement and each SOW but which are not owned by UPMC will be available to Evolent and Evolent Clients upon any termination of the Agreement or applicable SOW, including using its commercially reasonable efforts upon termination of the Agreement or any SOW to obtain for Evolent and the applicable Evolent Clients licenses for IT Components not owned by UPMC but used by UPMC prior to the termination of the Agreement or applicable SOW in providing its Services to Evolent and the applicable Evolent Clients. In such event, Evolent shall pay the costs associated with obtaining and utilizing such licenses.

(b) Without limiting any other rights Evolent may have, Evolent and UPMC may enter into one or more non-exclusive, non-transferable license agreements, containing standard provisions for such agreements, for (i) the use of the IT Components needed to provide Services; and (ii) the use of other related software which has been developed during the term of the Agreement through the provision of other services on a retainer or fixed fee basis, in each case for a term commencing of the effective date of termination and ending sixty (60) days following the effective date of termination of the last agreement between Evolent and an Evolent Client for the provision of TPA Services (the “Extension Term”), unless extended by mutual agreement. The license fees for IT Components shall be negotiated in good faith on or before the effective date of termination and shall equal an amount which is mutually agreed to by the Parties and which is consistent with then-prevailing industry standards.

(c) Evolent and UPMC may enter into an information systems services contract, the terms of which, including fees, will be negotiated in good faith by the Parties and shall be consistent with industry practice. The term of such agreement shall be no longer than the Extension Term, unless extended by mutual agreement.

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Confidential

(d) In the event that Evolent elects to license IT Components from UPMC upon termination of this Agreement or any SOW, Evolent may utilize such components on UPMC’s computer processing equipment and other computer hardware for a period not to exceed the Extension Term, unless extended by mutual agreement, while Evolent arranges to purchase or lease its own computer hardware. The fee for such use shall be negotiated in good faith by the Parties on or before the effective date of termination and shall equal an amount which is mutually agreeable to the Parties and which is consistent with then-prevailing industry standards. In addition, Evolent may purchase from UPMC items of computer hardware used solely for Evolent’s business at an amount mutually agreed to by the Parties and consistent with industry standards, or may assume the leases on such equipment if it is leased and the lessor agrees to assignment of the lease to Evolent.

(e) In the event of Evolent’s licensing of the IT Components upon termination of the Agreement or any SOW, Evolent shall also receive the following types of documentation, manuals or information relating to the IT Component: application and user manuals; programs and systems documentation; procedures for access, entry and operation of such system and identification and retrieval of information contained in the system; source codes, compiled program listing, and assembly language; and the compilation and production of information from such system. At such time, however, Evolent shall not receive documentation, manuals or information relating to such system that contain UPMC’s procedures and methods of applying such information to the management of a health care business. Evolent shall return to UPMC or destroy all such materials upon the expiration of the Extension Term.

3.4 The TAS Transfer Services will be provided by UPMC: (i) first using dedicated resources already working on the applicable SOW and included within the applicable Management Fees, provided that such resources provision of TAS Transfer Services will not impact the quality and level of UPMC’s performance of the TAS Services Continuation and the use of such resources will not adversely impact UPMC’s adherence to Service Levels; then (ii) by dedicated resources already working on the applicable SOW and included within the Management Fees, to the extent that Evolent permits Service Levels and other UPMC obligations to be relaxed or waived, as agreed by the Parties; and (iii) by using, upon Evolent’s prior written consent, additional UPMC resources to be charged to Evolent at UPMC’s then-effective standard time and materials rates.

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Confidential

SCHEDULE 6

Insurance

1. Insurance Standards and Documentation

1.1 General Requirements. All insurance policies required pursuant to this Schedule 6 will:

(a) as applicable to the type of policy, be primary as to each Party’s negligence and non-contributing with respect to any other insurance or self insurance each Party may maintain;

(b) except for Errors and Omissions policy, provide a waiver of subrogation in favor of the other Party (as available); and

(c) be provided by reputable and financially responsible insurance carriers with an A.M. Best’s minimum rating of “A-” (or any future equivalent) and A.M. Best’s minimum financial performance rating of “VIII” (or any other future equivalent).

1.2 Proof of Coverage, Cancellation or Alteration. Upon reasonable request, each Party shall furnish to the other Party certificates of insurance evidencing compliance with the requirements of this Schedule 6. Any cancellation or material alteration will not relieve either Party of its continuing obligation to maintain insurance coverage in accordance with this Schedule 6. Each Party shall provide the other Party with thirty (30) days’ notice (or as soon as reasonably practical) prior to coverage cancellation or material negative alteration of the coverage by the covered Party or the applicable insurer.

1.3 Self Insurance. Each Party will be responsible for any self-insured retention or deductible that may be applicable with respect to any insurance procured by a Party pursuant to this Schedule 6.

2. Required Policies and Limits. Each Party will obtain and maintain at its own expense insurance of the type and in the amounts set forth below applicable to each SOW entered into under this Agreement; provided, however, that in the event such policies and the required limits are not, from time to time, generally available in the commercial insurance market at commercially reasonable premiums, then the Parties shall negotiate, in good faith, appropriate and mutually agreeable modifications to the required insurance policies.

2.1 Commercial General Liability

Combined Single Limit – for Bodily Injury and Property Damage, $1,000,000 per occurrence; $2,000,000 annual aggregate.

Such insurance shall cover bodily injury, death and property damage arising out of each Party’s operations, shall be broad form and include at a minimum contractual liability, independent contractor’s liability, products and completed operations liability, and personal injury liability. Policies shall be primary and noncontributory.

2.2 Worker’s Compensation - Statutory Limits

2.3 Employer’s Liability

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Confidential

Limit of $1,000,000 bodily injury by accident each accident; $1,000,000 bodily injury by disease policy limit; $1,000,000 bodily injury each employee.

2.4 Commercial Automobile Liability

Combined Single Limit - $1,000,000 per accident.

Such insurance shall cover injury, death and property damage arising out of the ownership, maintenance or use of any private passenger or commercial vehicles and of any other equipment required to be licensed for road use.

2.5 Umbrella Liability (excess of items 2.1, 2.3, 2.4 and 2.6)

Combined Single Limit - $5,000,000 per occurrence and annual aggregate per location.

2.6 Errors and Omissions Liability

Liability limits of at least $3,000,000 per claim and $3,000,000 in the aggregate. For each Party, coverage applies to all Services provided by such Party.

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Confidential

SCHEDULE 7

RESTRICTED COMPANIES

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*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Schedule 8

Service Level Matrix

Start-up and Implementation
Measurement	Definition	Guarantee
Distribution deadline for all open enrollment ID Cards	New members will have ID Cards mailed within 10 calendar days of receiving an enrollment/eligibility file (or an enrollment/eligibility file update).		Before new contract year begins
ID Card turnaround following receipt of “clean” eligibility information	Initial ID cards mailed within 10 business days after the final member eligibility data has been loaded onto the successful vendor’s system and passed its quality assurance check, but in no event later than 10 business days after the plan’s effective date.		10 calendar days
Member Services
Measurement	Definition	Guarantee
Average Speed to Answer Calls answered in 30 seconds or less	Measures the average length of time a caller waits prior to their call being answered. Calculation equals total calls and their average time on hold.		30 seconds
	Measures the percentage of calls answered within 30 seconds or less.		80%
Call Abandonment Rate	Measures the percentage of callers who disconnect before being connected to a live customer service representative.		3% or less
Eligibility Processing Timeliness	Measures the percentage of properly formatted electronic enrollment/eligibility files that are loaded in Contractor’s systems within 48 hours / 2 business days following receipt.		99%
First Call Resolution	Measures the percentage of calls adequately resolved on the first call with no call backs within a certain time frame.		90%
Claims Administration
Measurement	Definition	Guarantee
Overall accuracy	% of all claims will be processed accurately. Accurate processing includes payment amount, communication to the claimant or provider, data entry errors affecting current and future benefit determinations and management reports.		98.5%
Financial accuracy	Measures the percentage of paid charges processed accurately. Each overpayment or underpayment is an error; one is not offset by the other. Rejected claims, zero paid claims, claims paid correctly but to the wrong payee are included. Adjustments are excluded. Total payments made minus absolute value of over and underpayments divided by total payments made.		99%

Schedule 8

Service Level Matrix

Procedural accuracy	Measures the percentage of claims processed without any type of error (payment or non-payment): Total claims processed without error of any type divided by total claims processed.	99%
Claims Processing Rate	All claims processed for claim/denial, and funding for approved claims requested, within the number of calendar days indicated. Measurement is based upon the total population of original provider and Member submitted claims.	90%
Average clean claim payment turnaround	Measures the percentage of all paid clean claims processed within specified number of calendar days	14 calendar days
Clean claim payment turnaround within 14 calendar days	Percent of all clean claims received will be completely processed within 14 calendar days after they are received.	85%
Clean claim payment turnaround within 30 calendar days	Percent of all clean claims received will be completely processed within 30 calendar days after they are received.	99%

EX-10.15

Exhibit 10.15

EXECUTION COPY

AMENDED AND RESTATED

INTELLECTUAL PROPERTY LICENSE AND DATA ACCESS AGREEMENT

THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND DATA ACCESS AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013, by and between The Advisory Board Company, a Delaware corporation (“ABCO”), and Evolent Health, Inc. (f/k/a VPHealth, Inc.), a Delaware corporation (“Evolent”) (each, a “Party”, and collectively, the “Parties”).

RECITALS WHEREAS, ABCO and Evolent entered into an Intellectual Property License and Data Access Agreement (the “Original Agreement”), effective as of August 31, 2011 (the “Effective Date”), when UPMC (“UPMC”) and ABCO agreed to form Evolent pursuant to, among other things, that certain Master Agreement among Evolent, UPMC, and ABCO (the “Master Agreement”);

WHEREAS, since entering into the Original Agreement, Evolent and ABCO have continued to explore ways to improve the efficiency and implementation of their relationship; and

WHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend and restate the Original Agreement as set forth in this Agreement.

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 “Affiliate” means any Person which Controls, is Controlled by, or is in common Control with, another Person.

1.2 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity’s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.

1.3 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in

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confidence by either Party to the other, to the extent that such information is provided pursuant to this Agreement by one Party to the other Party and is marked “confidential” or “proprietary” or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, so that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation or other credible evidence.

1.4 “Control” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

1.5 “Disclosing Party” means a Party that provides Confidential Information to the other Party or the other Party’s Affiliates.

1.6 “Intellectual Property” or “IP” means all algorithms, application programming interfaces (APIs), apparatus, concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans, combinations thereof, and other source-identifying devices), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), including screen displays, screen shots, layouts, user interfaces and “look and feel”, specifications, subroutines, techniques, tools, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship, and other forms of technology.

1.7 “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including copyrights, moral rights, and mask-works, programs and programming material, including all improvements, enhancements, modifications and derivative works thereof, (b) trademark, service mark, trade dress and trade name rights and similar rights, including the ABCO Trademarks, and associated goodwill, (c) trade secret rights, including the ABCO Data, (d) patents, patent applications and disclosures, inventions conceived (whether patentable or unpatentable and whether or not reduced to practice), and related

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improvements, modifications or changes, (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated), whether arising by operation of law, contract, license, or otherwise, (f) all registrations, initial applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing), and (g) all rights to sue for past, current and future infringements of any of the foregoing.

1.8 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of law, settlements and judgments of any kind or nature whatsoever.

1.9 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.

1.10 “Pre-Existing IP” means any and all Intellectual Property that was owned by a Party as of the Effective Date.

1.11 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates.

1.12 “SOW” or “Statement of Work” means an agreement by and between ABCO and Evolent that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable, in a form to be agreed by the Parties.

1.13 “Trademarks” means trade names, trademarks, service marks, logos, domain names and any other source-identifying marks, or combinations thereof (registered and unregistered), used by a Party to designate the source of its products or services.

1.14 “Work Product” means, collectively, any and all completed and in-progress works, inventions, technology, know-how, and intellectual property that are made, conceived, reduced to practice, fixed in a tangible medium of expression, or developed by ABCO or its subcontractors, either alone or jointly with others, in connection with the performance of the services under this Agreement, all tangible embodiments thereof, and associated documentation, and all modifications, enhancements, improvements and derivative works thereof.

2. CONTRIBUTION OBLIGATIONS. The licenses granted, knowledge, and data access rights and services provided in the Original Agreement were made pursuant to ABCO’s contribution obligations under the Master Agreement.

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3. EXCLUSIVE LICENSE TO USE THE BUSINESS PLAN.

3.1 License Grant; Scope of License: ABCO hereby grants to Evolent a paid-up, royalty-free, exclusive (subject to a non-exclusive license to ABCO as provided in Section 3.3), perpetual, irrevocable, worldwide, non-assignable and non-transferable (except as provided in Section 15.3) license to use, reproduce, modify and access solely for its internal use only that certain business plan and operating model dated June, 2011, conceived, designed and created by ABCO for Evolent (the “Business Plan”), without a right to sublicense, resell or distribute the Business Plan to third parties, except with the prior written consent of ABCO.

3.2 Further Restrictions: Evolent acknowledges and agrees that the Business Plan is a work of authorship and also contains valuable proprietary ideas, concepts, analysis, research, know-how and other trade secrets. In no event shall Evolent disclose the Business Plan, or make the Business Plan available or accessible to any third party other than to UPMC, except that Evolent may disclose on a limited as-needed basis those pertinent portions of the Business Plan: (a) to customers or prospective customers of Evolent, to the extent reasonably required to propose, promote or perform services for such customers or prospective customers; (b) to third party vendors, contractors or consultants as reasonably required for such third party vendors, contractors or consultants to understand Evolent’s business objectives and requirements in order to effectively provide services to Evolent; (c) to potential lenders, financiers, investors and directors (who are not already employees or contractors of Evolent); or (d) to prospective buyers, their attorneys, consultants and underwriters in connection with the sale or prospective sale of substantially all of the assets or stock or other Change of Control of Evolent; provided that, in each case, Evolent requires such third parties to agree in writing to maintain the confidentiality of the Business Plan.

3.3 Reservation of Rights: Except as expressly stated in this Section 3, no other licenses, express or implied, are granted with respect to the Business Plan, and ABCO retains all Intellectual Property Rights in such Business Plan. Notwithstanding the exclusive license to Evolent under Section 3.1, ABCO retains the perpetual, irrevocable, non-exclusive, worldwide, royalty-free right to use on a reasonable basis those general concepts, analyses, data and other elements of the Business Plan that are not unique to Evolent for ABCO’s internal use only (unless Evolent otherwise agrees in writing in its sole discretion).

4. ASSIGNMENT OF CERTAIN ABCO TRADEMARKS AND NON-EXCLUSIVE LICENSE TO USE CERTAIN OTHER ABCO TRADEMARKS.

4.1 Assignment of Certain Trademarks: ABCO hereby quitclaims, assigns and transfers to Evolent royalty-free any rights, title and interest it may have in and to the following trademarks: “LYRIC HEALTH” and “VPHEALTH” (the “Assigned Trademarks”), and any goodwill associated with the Assigned Trademarks, and all claims for damages by reason of past or current infringement of same, with the right to sue for and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives. ABCO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, WITH RESPECT TO THE ASSIGNED TRADEMARKS.

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4.2 License to Use Certain ABCO Trademarks: Subject to ABCO’s prior review and consent and compliance with Section 4.3, ABCO grants to Evolent a non-exclusive, non-assignable (except as provided in Section 15.3), license during the Term to use certain other ABCO trademarks as listed in Schedule 1 hereto (the “Licensed Trademarks”) to create and distribute co-branded sales/marketing collateral, solely in conjunction with the promotion, marketing and sale of certain Evolent products and services to be mutually agreed by the Parties, subject to the restrictions in Section 4.3. ABCO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, WITH RESPECT TO THE LICENSED TRADEMARKS.

4.3 Restrictions: Evolent may not use any of the Licensed Trademarks for any other purpose and in conjunction with any other product or service (unless ABCO consents to such use in writing), except as provided in Section 4.2. Evolent shall use the Licensed Trademarks only in accordance with ABCO’s trademark use guidelines, including requirements as to quality control.

4.4 Reservation of Rights: Except for the license expressly provided in Section 4.2, no other license, express or implied, is granted, and ABCO retains all exclusive rights, title and interest in the Licensed Trademarks, including all goodwill associated with the use of such trademarks. Evolent’s use of the Licensed Trademarks shall inure to the benefit of ABCO.

5. DISCLOSURE AND ACCESS TO CERTAIN PROPRIETARY DATA, ANALYSES, AND OTHER CONTENT.

5.1 Access to Analyses, Data, and Other Proprietary Information: Subject to the confidentiality obligations set forth in Section 9, ABCO agrees to disclose, make available and provide, on a non-exclusive, non-transferable basis (except as provided in Section 15.3), throughout the Term, access to Evolent, for its own internal business purposes only, to enhance Evolent’s client development, targeting and marketing efforts, in connection with prospective clients, conditioned upon and to the extent permitted under law and subject to any contractual limitations, certain analyses, data, expertise, knowledge, know-how and other proprietary information, as follows:

5.1.1 Access to ABCO Expertise, Know-How and Knowledge Base through Key ABCO Experts. Evolent will have from time to time a reasonable level of access during the Term to key members from certain ABCO executive advisors and account management teams, as designated by ABCO’s Relationship Manager, to assist in enabling Evolent to benefit from certain expertise, know-how and knowledge of such ABCO members. Such access and interaction shall take place during normal business hours and shall be scheduled through ABCO’s Relationship Manager as designated under Section 6.4.

5.1.2 Analyses Derived from Use of ABCO Products. Certain analyses developed by ABCO derived from such ABCO products as are mutually agreed upon in writing by ABCO and Evolent to assist Evolent in health system targeting and selection.

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5.1.3 Analyses Derived from Employee Health/Crimson Population Risk Management Customer Data. Certain analyses derived from employee health customer data for all participating health systems, for a period of five (5) years from the Effective Date.

5.1.4 Common Clients. With regard to certain data of ABCO’s client base, if Evolent has a prospective client that is already a client of ABCO’s employee health/Crimson Population Risk Management offering, then upon mutual agreement of Evolent and ABCO, to the extent permitted under law and subject to any contractual limitations, ABCO agrees to exercise commercially reasonable efforts to seek its client’s consent to permit ABCO to disclose to Evolent (and Evolent to gain access to) certain data of such client and/or to make use of work or analyses performed by ABCO for such client in order to facilitate Evolent’s efforts to sell Evolent’s services to such prospective client.

5.1.5 Prospective Customer List. That portion of ABCO’s prospective customer list and pipeline information existing as of the Effective Date as identified in Schedule 2 hereto that is pertinent to Evolent’s service offerings.

5.1.6 Data collected through Customer Relationship Manager Tool. Certain proprietary ABCO data concerning its members collected and transformed with the use of ABCO’s customer relationship manager tool.

5.1.7 No Requirement to Disclose ABCO Customer Information or ABCO Confidential Information. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, ABCO shall not be required to disclose any customer information to Evolent where customer or other third party consents are required, unless such customer or any such other third-parties have provided written consent to such disclosure; provided, however, that ABCO shall seek to obtain such third party consent wherever ABCO deems commercially reasonable, and ABCO shall not be required to disclose any Confidential Information except pursuant to the terms and conditions of Section 9.

5.2 Subscription to Certain ABCO Programs: ABCO will provide to Evolent a standard membership in ABCO’s Health Care Industry Council program, at no charge, for a period of five (5) years after the Effective Date, for Evolent’s internal business purposes only.

5.3 Ownership of ABCO Proprietary Information and Data: Evolent acknowledges and agrees that, as between ABCO and Evolent, ABCO has, and shall retain, exclusive ownership to all rights, title, and interest in the ABCO analyses, customer-related data, knowledge and other proprietary information disclosed to Evolent pursuant to this Section 5 (collectively, the “ABCO Data”). For the avoidance of doubt, the ABCO Data shall be deemed part of ABCO’s Confidential Information and subject to the terms and conditions of Section 9.

5.4 Restrictions: In no event shall Evolent disclose, sublicense, resell, distribute or otherwise transfer any of the ABCO Data to any third party except (a) to the customers or prospective customers of Evolent to which such ABCO Data relates, as reasonably required to

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perform services for such customers or prospective customers (such as in the case when a joint customer of Evolent and ABCO, or a customer of ABCO who also is a prospective customer, may need to understand the basis or rationale for recommendations of the other Party); (b) to third party vendors, contractors or consultants of Evolent as reasonably required for such third party vendors, contractors or consultants to provide services to Evolent; or (c) to prospective buyers, their attorneys, consultants and underwriters in connection with the sale or prospective sale of substantially all of the assets or stock or other Change of Control of Evolent; provided, that in each case, Evolent requires such third parties to agree with ABCO in writing to maintain the confidentiality of the ABCO Data.

6. ACCESS TO AND ASSISTANCE FROM KEY ABCO PERSONNEL AND PRIVILEGED ACCESS. ABCO will also contribute to Evolent the following access rights and other resources and assistance, as follows:

6.1 Privileged Access: For a period of thirty-six (36) months after the Effective Date, ABCO will provide Evolent with “privileged” access to senior executives (including Chief Executive Officers (“CEOs”) and other C-suite executives) of ABCO’s members by facilitating and enabling Evolent’s participation in targeted breakout sessions during the national CEO meeting series that are organized and/or sponsored by ABCO from time to time in order to promote the Evolent platform, in each case in ABCO’s reasonable discretion.

6.2 Assistance in Promotion and Sales Efforts: ABCO will also provide Evolent reasonable assistance in Evolent’s promotional, marketing and sales efforts, as follows:

6.2.1 White Papers. Development and publication of certain “white papers” or articles regarding Evolent during the Term. The Parties shall mutually agree in good faith on the number and frequency of such white papers or articles and on the subject matter and content of such white papers. ABCO shall own all worldwide copyrights and any other Intellectual Property Rights in such white papers, articles or other works of authorship, unless the Parties otherwise agree in writing prior to commencement of the work.

6.2.2 Promotion in Daily Briefings. ABCO would describe and promote Evolent (and its service and product offerings) in its Daily Briefings, and in other communications by ABCO to its membership, in each case in ABCO’s reasonable discretion. The Parties shall mutually agree in good faith on the number, frequency and content of such briefings and communications.

6.3 Designation of Relationship Managers: In order to support the effective use of the Business Plan, the Licensed Trademarks, the ABCO Data, and access to ABCO’s resources made available under this Agreement, each Party agrees to designate a senior level individual who will serve as the primary liaison and “go to” contact and relationship manager for such Party (each, a “Relationship Manager”). Each Party’s Relationship Manager’s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as marketing, promotional and sales activities and preparing and submitting bids, proposals, responses to requests for proposals, fee estimates, Statements of Work and project plans; (b) receiving and submitting requests

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between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties, including the exchange of Confidential Information, and the timing and frequency of access to and interaction with the ABCO resources as contemplated under Section 6.2; (d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 14. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship.

7. OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY.

7.1 Pre-Existing Intellectual Property: ABCO shall retain exclusive ownership of all Pre-Existing IP (including the Business Plan and the Licensed Trademarks), the ABCO Data and any improvements, enhancements, modifications and derivative works created by or on behalf of ABCO by any Person other than Evolent and licensed to Evolent under this Agreement (the “Licensed IP”).

7.2 Improvements by Evolent: All improvements, enhancements, modifications and derivative works created by or on behalf of Evolent based on the Licensed IP (except for the Licensed Trademarks and the ABCO Data) and the Assigned Trademarks (collectively, the “Evolent Improvements”) shall be exclusively owned by Evolent. ABCO shall retain ownership of all improvements, enhancements, modifications and derivative works based on the Licensed Trademarks and the ABCO Data. ABCO agrees to execute all documents and to perform (and to cause its employees to execute all documents and to perform), and use commercially reasonable efforts to cause its subcontractors and the employees of its subcontractors to execute all documents and to perform, during and after the Term, any and all acts reasonably necessary or desirable by Evolent to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing the Intellectual Property Rights in the Evolent Improvements, and/or ABCO’s assignments herein, worldwide, under applicable laws.

7.3 Prosecution and Maintenance; Enforcement of Intellectual Property Rights:

7.3.1 Prosecution and Maintenance of IP. Evolent shall have the sole right, but not the obligation, to file, prosecute and maintain, in the United States and in any foreign countries, if applicable, patents and patent applications (provided that any such patent applications shall not disclose any Confidential Information or other proprietary information or trade secrets of ABCO), trademark and copyright registrations and applications, relating to any of the Assigned Trademarks or the Evolent Improvements. With respect to the Assigned Trademarks and the Evolent Improvements, as between Evolent and ABCO, all issued patents, trademark and copyright applications and registrations thereof, shall be in the name of Evolent and owned exclusively by Evolent.

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7.3.2 Enforcement of Intellectual Property Rights against Third Parties. The Parties shall inform each other of any known or discovered infringement or misappropriation on the part of any unlicensed third party of the Licensed IP or other IP developed by or for Evolent pursuant to this Agreement. ABCO will undertake all reasonable and appropriate action to stop such infringement or misappropriation of the Licensed IP (except for the Business Plan and the Licensed Trademarks) under this Agreement. In the event that ABCO is unable to cause such infringement or misappropriation to stop and decides not to pursue an action against the third party for such infringement or misappropriation, ABCO agrees that it will authorize Evolent to bring action on its behalf, and the Parties shall mutually agree on sharing the cost of such action. For the avoidance of doubt, ABCO does not have any obligation or duty, including enforcement, or liability with respect to the Business Plan, the Assigned Trademarks or the Licensed Trademarks.

7.4 [Intentionally Omitted].

8. ROYALTY-FREE LICENSES; ALLOCATION OF EQUITY. The licenses granted under this Agreement and the access to certain ABCO Data and other proprietary information, and other right to access analyses and other information are provided on a paid-up and royalty-free basis in consideration for the equity allocation to ABCO as provided in the Series A Preferred Stock Purchase Agreement entered into by UPMC, ABCO and Evolent contemporaneously with the Original Agreement.

9. CONFIDENTIALITY.

9.1 Confidential Information: ABCO acknowledges that, in connection with its rights and obligations under this Agreement, it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that, in connection with its rights and obligations under this Agreement, it may gain access to the Confidential Information of ABCO and its customers and Affiliates, including the ABCO Data and all proprietary customer-related information to the extent referenced in Sections 5 and 6.

9.2 Non Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the services performed under this Agreement or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use the Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 9.2 and

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shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party’s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 9 shall survive beyond the expiration or termination of this Agreement.

9.3 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 9 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at law or in equity. This Section 9.3 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 9.

9.4 Residuals: Notwithstanding anything in this Section 8 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use “Residuals” for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term “Residuals” means any information that is retained in the unaided memories of the Receiving Party’s employees who have had access to the Disclosing Party’s Confidential Information pursuant to the terms of this Agreement.

10. WARRANTIES.

10.1 Authority/No Conflict: ABCO represents and warrants that (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.

10.2 Non-Infringement: ABCO represents, warrants, and covenants as of the Effective Date that the Business Plan provided by ABCO pursuant to this Agreement was an original work and was developed by ABCO employees or its contractors.

10.3 Compliance with Laws/Approvals: ABCO shall comply in all material respects with all laws and regulations applicable to ABCO in performing its obligations under this Agreement. To the extent applicable, ABCO shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement.

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10.4 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL LICENSED IP, AND MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS AND/OR DERIVATIVE WORKS THAT ARE PROVIDED BY ABCO HEREUNDER, ARE OFFERED ON AN “AS-IS” BASIS AND ABCO MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH LICENSED IP, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.

11. INDEMNIFICATION.

11.1 IP Indemnification: ABCO shall defend, indemnify and hold harmless Evolent and its Affiliates (other than ABCO), customers, and their respective officers, directors, and employees from and against any Losses resulting from a claim that any of the Licensed IP (excluding the Business Plan, the Assigned Trademarks or the Licensed Trademarks) from ABCO under this Agreement infringes or misappropriates a third party’s intellectual property rights. ABCO shall also modify the allegedly infringing Licensed IP to make it non- infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the Licensed IP, or provide Evolent with functionally equivalent and non- infringing new Licensed IP.

11.2 General Indemnification:

11.2.1 ABCO’s Indemnification. ABCO hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than ABCO), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement by ABCO or its personnel (including contractors); (b) breach of any of ABCO’s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by ABCO or its personnel (including contractors). THIS SECTION 11.2.1 SETS FORTH ABCO’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY, FOR ALLEGATIONS OR CLAIMS INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT.

11.2.2 Evolent’s Indemnification. Evolent hereby agrees to indemnify, defend, and hold ABCO and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by Evolent or its personnel (including contractors); (b) breach of any of Evolent’s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors). THIS SECTION 11.2.2 SETS FORTH EVOLENT’s SOLE AND EXCLUSIVE LIABILITY, AND ABCO’s SOLE AND EXCLUSIVE REMEDY FOR

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ALLEGATIONS OR CLAIMS INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST ABCO.

11.3 Indemnification Procedure:

11.3.1 Notice of Claim. A Party seeking indemnification hereunder (the “Indemnitee”) shall notify the Party liable for such indemnification (the “Indemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 11.3.1 shall not relieve the Indemnitor of its obligations under this Section 11. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 11.3.2, its obligation to indemnify the Indemnitee with respect thereto shall be suspended.

11.3.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.

12. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO ABCO’S INDEMNIFICATION OBLIGATION FOR INFRINGEMENT UNDER SECTION 11.1, OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 9, NEITHER EVOLENT NOR ABCO SHALL BE

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LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION FOR LOSS OF INCOME, PROFITS, SAVINGS, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE LESSER OF FIVE MILLION DOLLARS ($5,000,000) OR THE VALUE OF THE LICENSED IP AS DETERMINED ON THE EFFECTIVE DATE.

13. TERM AND RENEWAL; TERMINATION.

13.1 Term: The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated for uncured or uncurable material breach only shall continue for five (5) years thereafter (“Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (“Renewal Term”) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (“Initial Term” and “Renewal Term” collectively, the “Term”).

13.2 Termination for Cause: Either Party shall have the right to terminate this Agreement in the event the other Party materially violates a material provision of the Agreement and such violation is not cured or cannot be cured within thirty (30) days after written notice of such material violation.

13.3 Survival: The rights and obligations contained in Sections 1, 3, 4.1, 4.4, 5.3, 5.4, 7.1, 7.2, 7.3, 8, 9, 10.4, 12, 13.3, 14 and 15 shall survive any termination or expiration of this Agreement.

14. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 14.5, the procedures of this Section 14 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a “Dispute”). The Parties will seek to resolve each Dispute as follows:

14.1 First Level Performance Review: Each Party’s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 14.2.

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14.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third party mediator.

14.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 14.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The Parties shall be permitted at least 6 months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each Party selecting one of the impartial arbitrators and those two arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one arbitrator must be an attorney licensed under the laws of Pennsylvania and at least one arbitrator (may be the same Person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

14.3.1 For any Dispute in which the amount in controversy is at least One Million Dollars ($1,000,000), the following additional procedures apply:

(a) a certified court reporter shall transcribe the arbitration hearings. The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and

(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.

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14.3.2 Any such appeal shall be conducted as follows:

(a) such appeals are limited to issues of law (i.e., the original award (1) contains material errors of law such that the original award is not founded on any appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award);

(b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;

(c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee, and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;

(d) the appellate arbitrator shall render a written decision within 60 days of the final submission;

(e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341;

(f) the appellate arbitrator must award costs and attorneys’ fees to the prevailing Party; and

(g) the decision of the appellate arbitrator shall be final.

14.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.

14.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction.

15. MISCELLANEOUS PROVISIONS.

15.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures.

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15.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.

15.3 Assignability: Evolent has entered into this Agreement because of the expertise of ABCO, and ABCO understands that the obligations of ABCO are personal to ABCO and may not be assigned to any other company, partnership, or individual without the express written consent of Evolent; provided, however, that no consent shall be required if an assignment is made in connection with a sale of all or substantially all of ABCO’s assets or stock, or in connection with a merger or Change of Control. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.

15.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

15.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof and uses its commercially reasonable efforts to cure any such breach.

15.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.

15.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at law or in equity.

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15.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any Person other than Evolent and ABCO.

15.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.

15.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.

15.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.

15.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.

If to Evolent:	Evolent Health, Inc. 800 N. Glebe Road, Suite 500 Arlington, VA 22203 Attention: President
If to ABCO:	The Advisory Board Company 2445 M St., NW Washington, D.C. 20037 Attn.: Evan R. Farber, General Counsel

Notice shall be deemed given (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.

15.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by ABCO or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its legal obligations (prompt notice of which shall in any such case be given to the other Party).

15.14 Use of Trademarks: Except as otherwise provided in this Section 15.14 and in Section 4, neither Party shall have the right to use the other Party’s Trademarks for any purpose, except upon the other Party’s prior written consent. To the extent that the use of ABCO’s and/or Evolent’s Trademarks, as applicable, are reasonably necessary for the effective marketing and promotion by Evolent and ABCO of the products and services contemplated under this Agreement, each Party shall grant to the other Party a non-exclusive,

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royalty-free, non-assignable license, throughout the Term, and in the manner set forth in the respective Service Agreements, to use certain of the other Party’s Trademarks, as applicable, and subject to each Party complying with the other Party’s trademark use guidelines for such Party’s Trademarks. For the avoidance of doubt, nothing in this Section 15.14 or Section 15.13 shall be construed to preclude Evolent from making statements or other representations (in any format, including electronic) to its customers and prospective customers in the ordinary course of its business operations that Evolent’s products and services are based upon or make use of the Licensed IP, in a manner consistent with this Agreement and applicable laws.

15.15 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by law.

15.16 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.

15.17 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement binding all of the Parties hereto, notwithstanding both of the Parties are not signatory to the original or the same counterpart. Signatures sent by facsimile or electronic transmission shall be deemed to be originals for all purposes of this Agreement.

[Signatures on following page.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

THE ADVISORY BOARD COMPANY		EVOLENT HEALTH, INC.
/s/ Evan Farber
By:	Evan Farber	By:
Its:	General Counsel	Its:

[Signature Page to Amended and Restated Intellectual Property License and Data Access Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

THE ADVISORY BOARD COMPANY	EVOLENT HEALTH, INC.
	/s/ Frank Williams
By:	By:	Frank Williams
Its:	Its:	COO

[Signature Page to Amended and Restated Intellectual Property License and Data Access Agreement]

LIST OF SCHEDULES

Schedules

Schedule 1: Licensed Trademarks

Schedule 2: ABCO Customer Pipeline

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Schedule 1

Licensed Trademarks

[“VPHEALTH”]

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Schedule 2

ABCO Customer Pipeline

Duke University Health System

MedStar Health

Indiana University Health

Inova Health System

Memorial Hermann Healthcare System

Baylor Health Care System

Bon Secours Health System

Advocate Health Care

Sharp Healthcare

Geisinger Health System

Seton Health

Catholic Healthcare West

Cedars-Sinai Health System

Ochsner Health System

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EX-10.16

Exhibit 10.16

AMENDED AND RESTATED

SERVICES, RESELLER AND NON-COMPETITION AGREEMENT

THIS AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into effective as of June 27, 2013 (the “Effective Date”) by and between The Advisory Board Company, a Delaware corporation (“ABCO”), and Evolent Health, Inc. (f/k/a VPHealth, Inc.), a Delaware corporation (“Evolent”), (each, a “Party”, and collectively, the “Parties”).

RECITALS

WHEREAS, ABCO and Evolent entered into a Services, Reseller and Non-Competition Agreement (the “Original Agreement”), effective as of August 31, 2011 (the “Original Effective Date”);

WHEREAS, since entering into the Original Agreement, Evolent and ABCO have continued to explore ways to improve the efficiency and implementation of their relationship; and

WHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend and restate the Original Agreement as set forth in this Agreement.

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

1.1 “ABCO Restricted Products and Services” means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the same as or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet); (c) services primarily intended to support cost reduction and benefit changes for health system employees; (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (“Blueprint Services”), (e) Exclusive TPA Services or (f) Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., “Take-a-Healthy-Step” or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers’ compensation services), or software or solutions similar to those offered by EBenefits Solutions, LLC.

1.2 “Active Sales Process”, with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased ABCO Restricted Products and Services from ABCO prior to such date or (b) was engaged in active discussions with ABCO about acquiring ABCO Restricted Products and Services (including, but not

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limited to, a review of the applicable offering of ABCO Restricted Products and Services) as of such date.

1.3 “Affiliate” means any Person which Controls, is Controlled by, or is in common Control with, another Person.

1.4 “Business Plan” has the meaning set forth in that certain Intellectual Property License and Data Access Agreement between the Parties.

1.5 “Change of Control” with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity’s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.

1.6 “Confidential Information” means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, to the extent that such information is provided pursuant to this Agreement by one Party to the other Party and is marked “confidential” or “proprietary” or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party’s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, so that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation or other credible evidence.

1.7 “Control” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

1.8 “Evolent Clients” means entities under a current contract with Evolent for an implementation and/or long-term services contract.

1.9 “Evolent Top Prospects” means, as of any date, up to twenty (20) potential Evolent customers in the Evolent sales pipeline identified by Evolent that are not Evolent

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Clients as of such date, and (a) are engaged in active discussions with Evolent regarding purchasing Evolent products and services and/or (b) are under a current contract with Evolent for Blueprint Services or other services that do not constitute implementation or long-term services; provided, however, that (i) the list of such potential Evolent customers may be updated by Evolent on a quarterly basis, and ABCO shall have the opportunity upon receipt of each such quarterly update to notify Evolent if any of the Persons added to such list are in an Active Sales Process with ABCO and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects.

1.10 “Exclusive TPA Services” means certain services as set forth on Schedule 1 of the UPMC Reseller Agreement (as in effect on the Effective Date), to the extent that UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (“UPMC”), has the exclusive right to provide such services to Evolent, for resale by Evolent to its customers.

1.11 “Disclosing Party” means a Party that provides Confidential Information to the other Party, or the other Party’s Affiliates.

1.12 “Governmental Authority” means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.

1.13 “Law” means all international, federal, country, state, provincial, local and other laws, rules and regulations, declaration, decree, directive, legislative enactment, order, code, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority, as the same are promulgated, supplemented or amended from time to time.

1.14 “Loss” individually, and collectively, “Losses” means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of Law, settlements and judgments of any kind or nature whatsoever.

1.15 “Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.

1.16 “Receiving Party” means a Party that receives Confidential Information from the other Party or the other Party’s Affiliates.

1.17 “Statement of Work” or “SOW” means an agreement by and between ABCO and Evolent that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable.

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1.18 “UPMC Reseller Agreement” means that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC and Evolent dated as of [the Effective Date].

2. SERVICES TO BE PROVIDED BY ABCO.

2.1 General Services:

2.1.1 Minimum Purchase. The Parties hereby acknowledge and agree that Evolent has purchased from ABCO a minimum of Two Hundred Thousand Dollars ($200,000) of services (as described in Section 2.2.1) (the “Original Minimum Purchase”) for delivery between the Original Effective Date and the first anniversary thereof.

2.1.2 Statements of Work. The specific description, price, service levels (if applicable) and other project, service, and/or customer-specific terms for a particular service that may be provided by ABCO to Evolent (each, a “Service”, and collectively, the “Services”) shall be set forth in a Statement of Work that will be created on a project by project basis.

2.2 Right of First Offer and Process for Invoking:

2.2.1 Applicable Services. Throughout the Term, ABCO shall have the right of first offer to provide the following services to Evolent and Evolent’s customers:

(a) Physician practice management consulting and other physician practice management services;

(b) Physician incentive design services;

(c) Medical home development consulting services; and

(d) Performance analytics shared with physicians with the intent to improve outcomes.

2.2.2 Process for Exercising Right of First Offer. Evolent shall notify ABCO in writing in the event Evolent desires to receive any of the above services (“First Offer Services”). ABCO shall have a period of thirty (30) days (“First Offer Services Evaluation Period”) within which to conduct its evaluation and diligence with respect to providing such First Offer Services. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such First Offer Services Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to provide such services to Evolent. If ABCO elects to provide such First Offer Services, Evolent agrees to engage in good faith negotiations with ABCO, on an exclusive basis for a period of sixty (60) days, regarding the specific terms covering such First Offer Services.

2.3 Failure to Execute a Service Agreement for the VBC Innovation Center: The Parties acknowledge and agree that it was their intent as of the Original Effective Date to enter into a service agreement under which Evolent would engage ABCO to provide certain consulting, development and support services in connection with the creation, launch, implementation and ongoing support of a Value-Based Care Innovation Center (the “VBC Innovation Center”), in consideration for which Evolent would pay ABCO a fixed fee of Eight Hundred Thousand Dollars ($800,000) per year (“Fixed Fee”) for each of the first two (2) years of the term of such VBC Innovation Center service agreement. The Parties acknowledge and

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agree that, notwithstanding the fact that they negotiated with diligence and in good faith the specific terms and conditions of such service agreement, the Parties were unable to reach an agreement with respect to the VBC Innovation Center. Accordingly, the Original Minimum Purchase is increased to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Minimum Purchase”) as follows: (a) between the Original Effective Date and the second anniversary thereof, Evolent shall have purchased from ABCO a minimum of Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to such second anniversary of the Original Effective Date), and (b) inclusive of the purchases described in clause (a), between the Original Effective Date and the third anniversary thereof, Evolent shall have purchased from ABCO a minimum of One Million Two Hundred Thousand Dollars ($1,200,000) of services for delivery on or prior to such third anniversary of the Original Effective Date); provided that, for purposes of this sentence, “services” shall include consulting, software, professional or analytic services provided from time to time by ABCO to Evolent (other than services in connection with the provision of any office space by or on behalf of ABCO to Evolent) or, pursuant to a joint written proposal by ABCO and Evolent, to any Evolent Client.

2.4 Reservation of Rights: For the avoidance of doubt, Evolent is not precluded from offering and providing services directly to its customers, subject (a) to (i.e., after ABCO has had the full opportunity to exercise) ABCO’s right of first offer to provide any First Offer Services in accordance with Section 2.2) and (b) to Evolent’s compliance with its non-competition obligations as set forth in Section 6.2.

2.5 Designation of Relationship Managers: In order to support the launch and ongoing success of the exclusive reseller relationship between ABCO and Evolent, each Party agrees to designate a senior level individual who will serve as the primary liaison and “go to” contact and relationship manager for such Party (each, a “Relationship Manager”). Each Party’s Relationship Manager’s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as marketing, promotional and sales activities and preparing and submitting bids, proposals, responses to requests for proposals, fee estimates, Statements of Work and project plans; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties; (d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 13. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party’s business operations and business relationship.

3. FEES; PAYMENT TERMS; SHORTFALL.

3.1 Fees; Timing of Payments: Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work, as follows: (a) unless the Parties otherwise agree in writing, a deposit of 50% of the total fees for the particular project shall be paid upon signing of the Statement of Work; (b) ABCO will submit an invoice to Evolent for the balance upon completion of the work; and (c) Evolent shall pay ABCO for such invoiced amount within thirty (30) days after receipt of such invoice.

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3.2 Minimum Purchase and Shortfall: Evolent agrees to pay ABCO the Minimum Purchase. If the aggregate amount of Services actually procured by Evolent from ABCO is not equal to or greater than (a) Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to the second anniversary of the Original Effective Date or (b) inclusive of the purchase described in clause (a), the Minimum Purchase of services for delivery on or prior to the third anniversary of the Original Effective Date, Evolent shall pay ABCO the amount of the shortfall (i.e., the difference between Seven Hundred Thousand Dollars ($700,000) or the Minimum Purchase amount, as applicable, less the sum of: (a) the aggregate fees for the actual amount of Services procured; and (b) any Credits (as provided in the next sentence) (the “Shortfall”), if any, on or before August 31, 2013 or August 31, 2014, as applicable. In the event that ABCO refuses or fails, without reasonable cause, to provide any of the Services requested by Evolent (provided the scope of the Services requested is within the scope customarily provided by ABCO), the fees that would otherwise have been applicable had ABCO agreed to provide such Services would count as a “Credit”. As of the date hereof, no such Credits have accrued.

4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue until August 31, 2016 (“Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (“Renewal Term”) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (“Initial Term” and “Renewal Term” collectively, the “Term”).

5. REFERRAL FEES, SOLICITATION AND COMPETITION AND POST-CLOSING SERVICES.

5.1 Referral Fees:

5.1.1 During the Term, ABCO will pay Evolent a sales referral fee for any sale made by ABCO that resulted from a “net” new sale from a new customer that was not already in ABCO’s sales pipeline (i.e., a “warm lead”) or a then-current customer of ABCO generated directly by Evolent’s efforts and without any assistance from any ABCO employee or representative (including any Evolent employee that serves on the Board of Directors of ABCO), equal to 5% of the total ABCO revenue from the new customer during the initial twelve (12) months of services under the services agreement with such new customer.

5.1.2 During the Term, Evolent will pay ABCO a sales referral fee for any sale made by Evolent that resulted from a “net” new sale from a new customer that was not already in Evolent’s sales pipeline (i.e., a “warm lead”) or a then-current customer of Evolent generated directly by ABCO’s efforts and without any assistance from any Evolent employee or representative (including any ABCO employee that serves on the Board of Directors of Evolent), in accordance with the following terms:

(a) ABCO will receive a one-time referral fee for any “employee health” diagnostic, consulting or broker services provided by Evolent to a Covered Health System, equal to the lesser of $20,000 or 5% of the total Evolent revenue from the Covered Health System during the initial twelve (12) months of services under the service agreement with such Covered Health System.

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(b) ABCO will receive $50,000 per year for three (3) years for each health system joining Evolent as an Employee Health Platform Customer. An “Employee Health Platform Customer” is defined as a health system purchasing diagnostic/consulting services and ongoing medical management/health plan services (i.e., care management, HealthPlaNet care management application, and the TPA platform, etc.).

(c) ABCO will receive $100,000 per year for three (3) years for a health system joining Evolent as a Platform Health Plan Customer. A “Platform Health Plan Customer” is defined as a health system purchasing ongoing medical management services, ongoing health plan outsourcing services (i.e., TPA) and health plan management services for purposes of a licensed insurance entity with at least fifty thousand (50,000) lives (beyond the employee population).

(d) With the exception of making the introduction (either through an email or an in-person meeting) (to generate the “warm lead”), ABCO would not be expected to perform any actual duties or incur actual cost to receive a referral fee.

(e) The annual referral fees for each referral would be capped at the lesser of (x) 5% of annual revenue generated by Evolent for the respective customer and (y) the $50,000 or $100,000 figures described above, as applicable.

6. SOLICITATION AND COMPETITION.

6.1 Scope:

6.1.1 Throughout the Term, ABCO agrees not to offer any ABCO Restricted Products and Services to (a) any Evolent Clients or (b) any Evolent Top Prospects; provided, however, that ABCO shall not be restricted from making any such offer to any Evolent Top Prospect or Evolent Client with whom ABCO was, at the time such Person was identified as an Evolent Top Prospect or became an Evolent Client, engaged in an Active Sales Process. The foregoing restrictions shall not apply in the event of a Change of Control of Evolent or in the event that ABCO ceases to be a shareholder of Evolent.

6.1.2 None of the foregoing would prohibit ABCO from:

(a) Marketing, offering, licensing or selling versions of any of its Crimson Population Risk Management products, or the successors to any such products, provided that such products, or the successors to any such products, are not the same as or substantially similar to (i.e., includes functionality that is redundant in substantial and material respects with) HealthPlaNet as it exists as of the Effective Date.

(b) Supporting employers with care management related best practices and research.

(c) Offering traditional “dedicated advisor” support in conjunction with ABCO’s traditional business intelligence offerings.

(d) Marketing, offering, licensing or selling its employer health product.

(e) Providing physician management consulting and other physician management services.

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6.2 Restrictions Relating to Certain ABCO Products and Services: Evolent shall not, until the earlier of (x) ABCO’s ceasing to be a shareholder of Evolent or (y) the seventh (7^th) anniversary of the date of this Agreement, promote, market, provide, offer or sell (a) unbundled software applications, software tools or other similar technologies (including, without limitation, software as a service, analytics technology or data services) (each, a “Technology Solution”), (b) consulting services that are not intended to lead to or be a part of a Blueprint Services engagement, implementation contract and/or long-term services contract, or (c) any best practices membership programs or unbundled or bundled physician practice management and other physician practice management consulting services, in each case referred to in this clause (c) that are substantially similar to, or that are competitive with, ABCO’s best practices membership programs or physician practice management or other physician practice management consulting services that are offered by ABCO as of the date first written above. For the avoidance of doubt, “unbundled” means on a stand-alone basis, instead of “bundled”, which contemplates that the Technology Solution is both (i) offered as part of a “packaged”, integrated offering, in conjunction with other Evolent products or services that are not Technology Solutions (and not only services that constitute customary software, data and end user support-related services), such as the Exclusive TPA Services, and (ii) incidental to the provision of such other Evolent products or services. Notwithstanding any other provision hereof, the foregoing restrictions in this Section 6.2 shall survive a Change of Control of Evolent for seven (7) years from the date of this Agreement; provided, however, that prior to the seventh (7^th) anniversary of the date of this Agreement, the acquiring party in a Change of Control of Evolent shall be not be subject to the foregoing restrictions with respect to any Technology Solutions or consulting services, in each case, that are unrelated to the Evolent assets acquired.

6.3 Non-Solicitation or Hiring: During the Term and for a period of eighteen (18) months thereafter, Evolent shall not solicit or hire any of ABCO’s employees without ABCO’s prior written consent.

7. EXCLUSIVE RESELLER RIGHTS FOR FUTURE PRODUCTS.

In the event that Evolent creates a discrete or segregable product or service that can be sold to healthcare providers, Evolent shall notify ABCO in writing of such new offerings (“New Products”). ABCO shall have a period of ninety (90) days (“New Products Evaluation Period”) within which to conduct its evaluation and diligence with respect to providing such New Products. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such New Products Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to have the right to resell such New Products. If ABCO elects to resell such New Products, Evolent and ABCO agree to negotiate in good faith on an exclusive basis for one hundred twenty (120) days the terms of a reseller agreement, under which ABCO would be the exclusive distributor (in addition to Evolent) of such New Products.

8. CONFIDENTIALITY.

8.1 Confidential Information: ABCO acknowledges that in connection with its rights and obligations under this Agreement it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that in connection with its rights

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and obligations under this Agreement, it may gain access to the Confidential Information of ABCO and its customers and Affiliates.

8.2 Non-Disclosure: The Receiving Party may disclose the Disclosing Party’s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party’s contractors, who require access to the Disclosing Party’s Confidential Information in order to perform or derive benefit from the Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use the Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 8.2 and shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party’s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by Law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 8 shall survive beyond the expiration or termination of this Agreement.

8.3 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 8 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at Law or in equity. This Section 8.3 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 8.

8.4 Residuals: Notwithstanding anything in this Section 8 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use “Residuals” for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term “Residuals” means any information that is retained in the unaided memories of the Receiving Party’s employees who have had access to the Disclosing Party’s Confidential Information pursuant to the terms of this Agreement.

9. WARRANTIES.

9.1 Authority/No Conflict: ABCO represents and warrants that (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any Law, regulation, or agreement binding upon it, and (b)

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this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.

9.2 Services: ABCO represents, warrants and covenants that the Services provided under this Agreement will be performed in a professional and workmanlike manner.

9.3 Compliance with Laws/Approvals: Each of ABCO and Evolent shall comply in all material respects with all Laws and regulations applicable to ABCO or Evolent, as applicable, in performing its obligations under this Agreement. To the extent applicable, ABCO shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement, and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.

9.4 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ABCO MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.

10. INDEMNIFICATION.

10.1 IP Indemnification: ABCO shall defend, indemnify and hold harmless Evolent and its Affiliates (other than ABCO), customers, and their respective officers, directors and employees from and against any Losses resulting from a claim that the Services provided by ABCO under this Agreement infringes or misappropriates a third party’s intellectual property rights. ABCO shall also use commercially reasonable efforts to modify the allegedly infringing Services to make it non-infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the Services, or provide Evolent with functionally equivalent and non-infringing Services. THIS SECTION 10.1 SETS FORTH ABCO’S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT’S SOLE AND EXCLUSIVE REMEDY, FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT, ITS AFFILIATES (OTHER THAN ABCO), CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES. ABCO shall not be obligated to indemnify Evolent, its Affiliates, customers, and their respective officers, directors and employees for infringement or misappropriation claims to the extent such claims arise out of use by Evolent or its customers of any of the Services in a manner other than as contemplated by the Parties under this Agreement.

10.2 ABCO’s Indemnification: ABCO hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than ABCO), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by ABCO or its personnel (including contractors); (b) breach of any

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of ABCO’s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by ABCO or its personnel (including contractors).

10.3 Evolent’s Indemnification: Evolent hereby agrees to indemnify, defend, and hold ABCO and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWS, by Evolent or its personnel (including contractors); (b) breach of any of Evolent’s representations, warranties and covenants in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors).

10.4 Indemnification Procedure:

10.4.1 Notice of Claim. Any Party seeking indemnification hereunder (the “Indemnitee”) shall notify the Party liable for such indemnification (the “Indemnitor”) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a “Notice of Claims”). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 10.4.1 shall not relieve the Indemnitor of its obligations under this Section 10. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims.

10.4.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.

11. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO OR BREACH BY EITHER PARTY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION UNDER SECTION 8,

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NEITHER EVOLENT NOR ABCO SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNT OF REVENUE ACTUALLY RECEIVED BY ABCO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

12. TERMINATION.

12.1 Termination for Cause: Either Party shall have the right to terminate this Agreement in the event the other Party materially violates a material provision of this Agreement and such violation is not cured or cannot be cured within thirty (30) days after written notice of such material violation.

12.2 Survival: The rights and obligations contained in Sections 1, 5 (with respect to Evolent’s payment obligations that may extend beyond the Term), 6.2, 6.3, 8, 9.4, 10, 11, 12.2, 13 and 14 shall survive any termination or expiration of this Agreement.

13. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 13.5, the procedures of this Section 13 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a “Dispute”). The Parties will seek to resolve each Dispute as follows:

13.1 First Level Performance Review: Each Party’s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 13.2 below.

13.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.

13.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 13.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The Parties shall be permitted at least six (6) months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial

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arbitrators, with each Party selecting one (1) of the impartial arbitrators and those two (2) arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one (1) arbitrator must be an attorney licensed under the Laws of Pennsylvania and at least one (1) arbitrator (may be the same Person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the Laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party’s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

13.3.1 For any Dispute in which the amount in controversy is at least One Million Dollars ($1,000,000), the following additional procedures apply:

(a) a certified court reporter shall transcribe the arbitration hearings; The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and

(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.

13.3.2 Any such appeal shall be conducted as follows:

(a) such appeals are limited to issues of Law (i.e., the original award (1) contains material errors of Law such that the original award is not founded on any appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. §7341 for vacating an award);

(b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;

(c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;

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(d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission;

(e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. § 7341;

(f) the appellate arbitrator must award costs and attorneys’ fees to the prevailing Party; and

(g) the decision of the appellate arbitrator shall be final.

13.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.

13.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction. Without limiting the generality of the foregoing, (a) Evolent agrees that there would be irreparable harm to ABCO in the event of any such breach by Evolent of Section 6.2 and ABCO shall be entitled to (i) injunctive relief to prevent breaches of Section 6.2, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages, and (b) ABCO agrees that there would be irreparable harm to Evolent in the event of any such breach by ABCO of Section 6.1.1, and Evolent shall be entitled to (i) injunctive relief to prevent breaches of Section 6.1.1, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages.

14. MISCELLANEOUS PROVISIONS.

14.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party’s reasonable business requirements, and the requirements of the Parties’ respective regulators and internal controls procedures.

14.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating

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to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.

14.3 Assignability: Evolent has entered into this Agreement because of the expertise of ABCO, and ABCO understands that the obligations of ABCO are personal to ABCO and may not be assigned to any other company, partnership or individual without the express written consent of Evolent; provided, however, that no consent shall be required if an assignment is made in connection with a sale of all or substantially all of ABCO’s assets or stock, or in connection with a merger or Change of Control. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.

14.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the Commonwealth of Pennsylvania, without regard to that state or any other state’s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

14.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party, provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its commercially reasonable efforts to cure any such breach.

14.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.

14.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at Law or in equity.

14.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any Person other than Evolent and ABCO.

14.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.

14.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.

14.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.

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14.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.

If to Evolent:	Evolent, Inc. 800 N. Glebe Road, Suite 500 Arlington, VA 22203 Attention: President
	Morgan Lewis & Bockius, LLP 225 Franklin Street Boston, MA 02110 Attention: Mark B. Stein, Esq. Fax No.: (617) 341-7701
If to ABCO:	The Advisory Board Company 2445 M St. NW Washington, DC 20037 Attention: General Counsel

Notice shall be deemed given (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.

14.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by ABCO or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its legal obligations (prompt notice of which shall in any such case be given to the other Party).

14.14 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by Law.

14.15 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

THE ADVISORY BOARD COMPANY		EVOLENT HEALTH, INC.
/s/  Evan Farber
By:	Evan Farber	By:
Its:	General Counsel	Its:

[Signature Page to Amended and Restated Services, Reseller and Non-Competition Agreement]

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

THE ADVISORY BOARD COMPANY	EVOLENT HEALTH, INC.
	/s/  Frank Williams
By:	By:	Frank Williams
Its:	Its:	CEO

[Signature Page to Amended and Restated Services, Reseller and Non-Competition Agreement]

EX-10.17

Exhibit 10.17

FIRST AMENDMENT TO THE

AMENDED AND RESTATED SERVICES, RESELLER

AND NON-COMPETITION AGREEMENT

This First Amendment (the “Amendment”) to the Amended and Restated Services, Reseller and Non-Competition Agreement (the “Agreement”) is made and entered into this 1^st day of May, 2015 (the “Amendment Effective Date”) by and between The Advisory Board Company, a Delaware Corporation (“ABCO”) and Evolent Health LLC, a Delaware Limited Liability Company and successor- in- interest to Evolent Health, Inc. (“Evolent”) (each a “Party” and collectively the “Parties”).

WHEREAS, the Parties entered into the Agreement effective June 27, 2013; and

WHEREAS, the Parties have continued to explore ways to improve the efficiency of their relationship and their respective abilities to provide services to hospitals and health systems; and

WHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Amendment. As of the Amendment Effective Date, this Amendment hereby amends the Agreement as follows:

1. Section 2.2.1 of the Agreement (Applicable Services) shall be amended to add new subsections (e), (f), (g), (h) and (i) as follows:

(e) Services to optimize or implement an Evolent Client’s electronic medical record (EMR) system, including EMR optimization services to be provided in connection with the implementation of Identifi, except (1) in specific circumstances where such EMR optimization and implementation services would be de minimis and highly integrated with other services being provided by Evolent that it would not be commercially or reasonably practicable for an individual to provide such EMR optimization or implementation who is not also providing other services to the Evolent Client and (2) provided that Evolent informs ABCO during the meetings described in Section 13.6 or otherwise of the circumstances described in immediately preceding clause (1) such that ABCO can in good faith evaluate whether Evolent is complying with the intent and purpose of ABCO’s right of first offer in this Section 2.2.1(e);

(f) Clinical documentation improvement services; provided, however, that such services are not related to, or a part of, a broader set of value-based care services such as, but not limited to, risk adjustment documentation (e.g., RAF services);

(g) Online patient scheduling systems;

(h) Crimson Market Advantage (“CMA”) functionality; and

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(i) Referral management technology products; provided, however, that Evolent shall only be obligated to provide ABCO the right of first offer pursuant to this Section 2.2.1 if ABCO is willing to integrate the referral management functionality into Identifi such that ABCO’s referral management technology product can access or receive Identifi clinical data and that, following the first anniversary of the Amendment Effective Date and if there is demand from at least five (5) Evolent Clients, Identifi and ABCO’s referral management functionality can be accessed with a single sign-on and the referral management technology is capable of allowing a user to transmit a patient referral with the patient’s clinical data to a health care provider through Identifi, it being agreed that (i) Evolent shall provide ABCO with such support, cooperation, and assistance as are reasonably necessary to enable the integration of Identifi and ABCO’s referral management technology as described in this Section 2.2.1(i) and (ii) ABCO and Evolent shall in good faith meet periodically at mutually agreed upon times during the Term to discuss Evolent’s perspectives and input on such other features and functionality that may be reasonably necessary to be included in ABCO’s referral management technology to address market needs.

2. A new Section 2.2.3 shall be added to the Agreement as follows:

In the event that ABCO exercises its right of first offer and performs a First Offer Service for an Evolent Client, ABCO shall be prohibited from selling or offering to that Evolent Client any new ABCO Restricted Products or Services to such Evolent Client that were not already in an Active ABCO Sales Process. For purposes of this Agreement, “Active ABCO Sales Process,” means, with respect to any Person as of the date on which Evolent refers the Person to ABCO for certain ABCO products or services or the other relevant time, a Person who (a) is purchasing such ABCO products or services as of such date or (b) either (i) has purchased such ABCO products or services from ABCO prior to such date or (ii) is engaged in active discussions with ABCO as of such date about (A) acquiring such products or services from ABCO, or (B) addressing the issues that such products or services are primarily intended to address.

3. Section 2.3 of the Agreement (Failure to Execute a Service Agreement for the VBC Innovation Center) is hereby deleted in its entirety.

4. Section 2.4 (Reservation of Rights) and Section 2.5 (Designation of Relationship Managers) of the Agreement are hereby renumbered as Sections 2.3 and 2.4 respectively.

5. Section 3 (Fees; Payment Terms; Shortfall) of the Agreement shall be deleted in its entirety and replaced with the following:

3. FEES; PAYMENT TERMS.

Subject to the terms of this Agreement, Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work as set forth in the Statement of Work, this Agreement, or as otherwise agreed in a separate writing signed by the Parties.

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6. Section 4 (Term and Renewal) of the Agreement shall be deleted in its entirety and replaced with the following:

4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue through June 30, 2017 (“Initial Term”). Thereafter, this Agreement shall automatically be renewed for another five-year term (“Renewal Term;” the Initial Term together with each Renewal Term, the “Term”). At any time during the Initial Term or a Renewal Term, either Party may terminate this Agreement without cause upon ninety (90) days’ prior written notice to the other Party.

7. Section 5 (Referral Fees, Solicitation and Competition and Post-Closing Services) shall be deleted in its entirety and replaced with the following:

5. REFERRALS.

5.1 Referrals by Evolent to ABCO for Products and Services that Evolent is Unable to Provide: In addition to the services to be provided by ABCO described in Section 2.1 and any services that may be provided pursuant to referrals or partnering arrangements contemplated by Section 5.2 and subject to ABCO’s right of first refusal in Section 2.2, the Parties acknowledge that there may arise situations where, in order to meet the requirements of a Person with whom Evolent may have had dealings or interactions but who is not an Evolent Client (a “Non-Evolent Client”), it may be necessary or desirable for Evolent to arrange for the provision of technology solutions or services that Evolent is restricted from providing under the terms of this Agreement. In such situations, the Parties acknowledge that it may be advantageous to Evolent for ABCO to provide such technology solutions or services to the Non-Evolent Client. Any such technology solutions or services provided by ABCO by mutual agreement of the Parties under this Section 5.1 will (unless otherwise agreed by the Parties in writing) be subject to the pricing, referral and commission payment, and other terms as follows:

5.1.1 Client Contract Relationship; Pricing Terms. At the option of Evolent, any agreement pursuant to which ABCO may provide technology solutions or services to a Non-Evolent Client under this Section 5.1 may be through a contract between Evolent and the Non-Evolent Client, where ABCO acts as a subcontractor or vendor to Evolent (subject to any third party restrictions imposed on ABCO (e.g., third party software license terms)), or through a contract directly between ABCO and the Non-Evolent Client. ABCO pricing of the technology solutions or services to be provided to a Non-Evolent Client pursuant to this Section 5.1 will be at (i) a [***] percent ([***]%) discount from the standard ABCO pricing calculator for technology product offerings, (ii) [***] percent ([***]%) discount for consulting services, and (iii) [***] percent ([***]%) discount for best practices research services.

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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5.1.2 Payment. Where ABCO provides technology solutions or services to a Non-Evolent Client pursuant to this Section 5.1 as a subcontractor or vendor to Evolent, payment shall be made by Evolent to ABCO based on ABCO’s delivery of services pursuant to the applicable subcontract or Statement of Work. Where ABCO provides technology solutions or services to a Non-Evolent Client pursuant to a contract directly between ABCO and the Non-Evolent Client, payment shall be made by the Non-Evolent Client pursuant to the terms of such contract unless otherwise agreed by Evolent, the Non-Evolent Client, and ABCO in a separate writing.

5.1.3 Evolent Referral Fee. For services contracted during the Term to be provided by ABCO pursuant to this Section 5.1, ABCO will pay Evolent a one-time sales referral fee for technology solutions or services provided by ABCO to a Non-Evolent Client pursuant to this Section 5.1 in the amount of [***] percent ([***]%) of the first year fees received by ABCO for the provision of such technology solutions or services to such Non-Evolent Client. In the event that ABCO is providing such technology solutions or services as a subcontractor or vendor to Evolent, payment of the referral fee under this Section 5.1.3 shall coincide with payment made by Evolent to ABCO pursuant to Section 5.1.2. In the event that ABCO is providing such technology solutions or services pursuant to a contract directly between ABCO and the Non-Evolent Client, payment of the referral fee under this Section 5.1.3 shall be made promptly following the receipt by ABCO of payment from the Non-Evolent Client pursuant to the terms of such contract unless otherwise agreed by Evolent, the Non-Evolent Client, and ABCO in a separate writing.

5.2 Referrals by Evolent to ABCO for Services that Evolent May be Permitted to Provide in Certain Circumstances: In addition to the services to be provided by ABCO described in Section 2.1 and any services that may be provided pursuant to referrals or partnering arrangements contemplated by Section 5.1 and subject to ABCO’s right of first refusal in Section 2.2, the Parties agree that there may be opportunities for ABCO to provide additional technology solutions or services to or on behalf of Evolent in connection with services Evolent has contracted to provide to Evolent Clients. Any such technology solutions or services provided by ABCO under this Section 5.2 to Evolent Clients (a) referred to ABCO in writing and (b) who were not in an Active ABCO Sales Process, will be subject to the pricing, referral and commission payment, and other terms as follows (for the avoidance of doubt, if an Evolent Client was in an Active ABCO Sales Process at the time of Evolent’s referral, Evolent and ABCO will have no obligation to work together with respect to

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such Evolent Client, provided that the Relationship Managers shall discuss and determine if there are opportunities for Evolent and ABCO to work together with respect to such Evolent Client):

5.2.1 Client Contract Relationship; Pricing Terms. At the option of Evolent, any agreement pursuant to which ABCO may provide technology solutions or services to an Evolent Client under Section 5.2 may be through a contract between Evolent and the Evolent Client, where ABCO acts as a subcontractor or vendor to Evolent (subject to any third party restrictions imposed on ABCO (e.g., third party software license terms)), or through a contract directly between ABCO and the Evolent Client. ABCO pricing of the technology solutions or services to be provided to an Evolent Client pursuant to this Section 5.2 will be at a [***] percent ([***]%) discount from the standard ABCO pricing calculator unless otherwise agreed by Evolent, the Evolent Client, and ABCO in a separate writing.

5.2.2 Payment. Where ABCO provides technology solutions or services to an Evolent Client pursuant to this Section 5.2 where ABCO acts as a subcontractor or vendor to Evolent, payment shall be made by Evolent to ABCO based on ABCO’s delivery of services pursuant to the applicable subcontract or Statement of Work. Where ABCO provides technology solutions or services to an Evolent Client pursuant to a contract directly between ABCO and the Evolent Client, payment shall be made by the Evolent Client pursuant to the terms of such contract unless otherwise agreed by Evolent, the Evolent Client, and ABCO in a separate writing.

5.2.3 Evolent Referral Fee. For services contracted during the Term to be provided by ABCO pursuant to this Section 5.2, ABCO will pay Evolent a one-time sales referral fee for technology solutions or services provided by ABCO to an Evolent Client pursuant to this Section 5.2 unless the Evolent Client was in an Active ABCO Sales Process at the time of the referral in the amount of [***] percent ([***]%) of the first year fees received by ABCO for the provision of such technology solutions or services to such Evolent Client. In the event that ABCO is providing such technology solutions or services as a subcontractor or vendor to Evolent, payment of the referral fee under this Section 5.2.3 shall coincide with payment made by Evolent to ABCO pursuant to Section 5.2.2. In the event that ABCO is providing such technology solutions or services pursuant to a contract directly between ABCO and the Evolent Client, payment of the referral fee under this Section 5.2.3 shall be made promptly following the receipt by ABCO of payment from the Evolent Client pursuant to the terms of such contract unless otherwise agreed by Evolent, the Evolent Client, and ABCO in a separate writing.

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5.2.4 Evolent Ongoing Commission. In addition to the referral fee payment to be made pursuant to Section 5.2.3, unless the Evolent Client was in an Active ABCO Sales Process at the time of the referral, ABCO will pay Evolent an annual sales commission fee for technology solutions or services provided by ABCO to an Evolent Client pursuant to Section 5.2. The amount of such fee shall be equal to (i) [***] percent ([***]%) of the second-year fees received by ABCO for the provision of such technology solutions or services and (ii) [***] percent ([***]%) of the annual fees received by ABCO for the provision of such technology solutions or services in each subsequent year in which ABCO provides such technology solutions or services. In the event that ABCO is providing such technology solutions or services as a subcontractor or vendor to Evolent, payment of the sales commission fee under this Section 5.2.4 shall coincide with payment made by Evolent to ABCO pursuant to Section 5.2.2. In the event that ABCO is providing such technology solutions or services pursuant to a contract directly between ABCO and the Evolent Client, payment of the referral fee under this Section 5.2.4 shall be made promptly following the receipt by ABCO of payment from the Evolent Client pursuant to the terms of such contract unless otherwise agreed by Evolent, the Evolent Client, and ABCO in a separate writing.

5.3 Referrals by ABCO to Evolent: The Parties agree to collaboratively develop a list of twenty (20) client target opportunities, associated product offerings, and joint sales strategies on an annual basis (“Co-Marketed Targets”) and determine a strategy for one or both Parties to seek to arrange a demonstration of the joint capabilities to the Co-Marketed Targets. In the event ABCO refers an organization to Evolent, whether such organization is a Co-Marketed Target or not (a “Potential Referral”), and within eighteen (18) months of such referral, Evolent signs the Potential Referral to an implementation and/or long-term services contract (an “ABCO Referred Organization”), Evolent shall pay ABCO the fees set out in Sections 5.3.1 and 5.3.2. To qualify as an ABCO Referred Organization, ABCO must interact with the Potential Referral, Evolent must not reasonably demonstrate to ABCO within five (5) business days after its receipt of ABCO’s referral that the Potential Referral actively evaluated Evolent’s capabilities within the ninety (90) days preceding the date of the referral and the Potential Referral must actively evaluate Evolent during the eighteen (18) months following ABCO’s referral, and, if the Potential Referral was not a Co-Marketed Target, ABCO’s referral and other activities must have been a contributing factor to Evolent entering into an implementation and/or long-term services contract with that Person (e.g., a Potential Referral that does not advance but fifteen (15) months later issues an RFP for services would not count as a Potential Referral if ABCO’s activities did not contribute to the Potential Referral issuing the RFP to Evolent). ABCO and Evolent may mutually agree to waive the requirement for the Potential Referral to have been evaluating Evolent during the ninety (90) day period prior to the referral. ABCO can refer no more than twenty (20)

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Potential Referrals to Evolent in any twelve (12) month period during the Term, it being agreed that ABCO can remove Persons from the list of Potential Referrals who may no longer be interested in engaging in discussions for Evolent services and add new Persons to the list as replacements.

5.3.1 Co-Marketing Fee. For referrals made by ABCO to Evolent during the Term, Evolent will pay ABCO a one-time sales referral fee for services provided by Evolent to a Co-Marketed Target pursuant to this Section 5.3 in the amount of [***] percent ([***]%) of the first year fees paid to Evolent within thirty (30) days after the end of the first year of the contract between Evolent and the Co-Marketed Target.

5.3.2 Bundled Product Requirement. Evolent must include in its service offering to and contracts with ABCO Referred Organizations the ABCO Network Development Technology Products (which are ABCO’s Crimson Market Advantage, Crimson Medical Referrals, and HealthPost technology products (as such products may be renamed, supplemented, or modified by ABCO from time to time)) for the greater of two (2) years and the term of the agreement between Evolent and the ABCO Referred Organization. Evolent may price the ABCO Network Development Technology Products in its discretion, provided that, if Evolent sets a price for the ABCO Network Development Technology Products in a proposal or contract with the ABCO Referred Organization, the price may not be less than [***] percent ([***]%) of ABCO’s standard ABCO pricing calculator for such ABCO Network Development Technology Products (such pricing, the “Evolent Pricing for the Bundled Products”). Evolent shall pay ABCO the Evolent Pricing for the Bundled Products as follows: (i) the implementation fee for the ABCO Network Development Technology Products shall be paid within sixty (60) days after Evolent enters into the contract with the ABCO Referred Organization and (ii) the annual membership/subscription fee shall be paid in quarterly installments within thirty (30) days after the commencement of each three-month period during the term of Evolent’s contract with the ABCO Referred Organization (collectively, the fees set forth in clauses (i) and (ii) above shall be referred to herein as the “EPBP Fees”). ABCO shall calculate the payments made by Evolent in respect of the EPBP Fees within sixty (60) days after the end of the fourth (4^th) consecutive year of Evolent’s contract with its client (or within sixty (60) days after the end of the term of such contract, if fewer than four (4) consecutive years remained in the term of such contract after the prior calculation), and, if the average annual payment to ABCO over such period was less than $[***] for such client, Evolent shall pay to ABCO the amount of such shortfall such that ABCO is paid at least an average of $[***] for each such year (i.e., $[***] over a four-year period) for each ABCO Referred Organization (it being acknowledged

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and agreed that for each contract with an ABCO Referred Organization that has a term of less than four (4) years, ABCO shall calculate the payments made by Evolent in respect of the EPBP Fees within sixty (60) days after the term of such contract, and, if the average annual payment to ABCO over the term of such contract was less than $[***] for each year of such contract, Evolent shall pay to ABCO the amount of such shortfall such that ABCO is paid at least an average of $[***] for each year of such contract). For the avoidance of doubt, the fees due to ABCO from an ABCO Referred Organization shall continue after the Term until the later of (x) the last day that ABCO provides ABCO Network Development Products to the ABCO Referred Organization and (y) the earlier of the third (3^rd) anniversary of the last day of the Term or last day of the term of the agreement between Evolent and the ABCO Referred Organization, provided that ABCO referred the ABCO Referred Organization to Evolent during the Term (it being acknowledged that ABCO shall never be required to provide services without receiving the agreed upon payment for those services). When calculating payments of EPBP Fees and any shortfalls pursuant to this Section 5.3.2, ABCO shall in good faith make adjustments to amounts that would have been payable to ABCO on account of contracts with ABCO Referred Organizations that may have been terminated by the ABCO Referred Organization with the first six (6) months of the term of such contract.

5.3.3 Evolent Protections for ABCO Referred Organization Bundled Product Requirement. If ABCO introduces Evolent to an ABCO Referred Organization, the EPBP Fees for that ABCO Referred Organization shall be capped at [***] percent ([***]%) of the total fees payable to Evolent by the ABCO Referred Organization for both implementation and long-term contract scope; provided, however, that ABCO shall never receive less than [***] percent ([***]%) of ABCO standard pricing for the ABCO Network Development Technology Products deployed by Evolent at an ABCO Referred Organization (i.e., Evolent may be permitted to deploy fewer ABCO Network Development Technology Products to ensure that those products do not exceed, in aggregate, more than [***] percent ([***]%) of the total fees payable to Evolent by the ABCO Referred Organization).

8. Section 6.2 of the Agreement shall be deleted in its entirety and replaced with the following:

6.2 Evolent shall not, until the earlier of (x) ABCO’s ceasing to be an equity holder of Evolent (unless ABCO ceases to be an equity holder of Evolent as a result of a (a) Change of Control of Evolent or (b) recapitalization or reorganization of Evolent but ABCO continues to hold equity in an Affiliate of Evolent as a result of such recapitalization or reorganization) or (y) June 27, 2020 (except for Sections 6.2(e)(i)-(iv), which shall terminate on the last day of the Term if ABCO terminates this Agreement without cause pursuant to Section 4; otherwise, the restrictions in Section 6.2(e)(i)-(iv) shall continue until the later of (x) the four (4) year anniversary of the Amendment Effective Date or (y) the last day of the Term if this Agreement is terminated by Evolent; provided, however, that under no circumstances shall Evolent

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promote, market, provide, offer or sell any of the products or services described in Section 6.2(e) unbundled from or not integrated with Identifi through June 27, 2020), promote, market, provide, offer or sell:

(a) unbundled software applications, software tools or other similar technologies (including, without limitation, software as a service, or analytics technology) that are competitive in any material respect with any ABCO products or services at the time the Evolent product or service is promoted, marketed, or sold. For the avoidance of doubt, Evolent clinical programs, clinical processes and rules/content are not considered technology. For purposes of this Section 6.2(a), unbundled means that more than fifty percent (50%) of the aggregate revenue attributable to the Evolent Client during the term of the contract are for software applications, software tools or other similar technologies (including, for the avoidance of doubt, Identifi) and software and technology support and maintenance (including user support or any other services support that are customarily associated with the implementation or ongoing management or oversight of technology products) regardless of the fee amounts set forth in Evolent’s agreement(s) with the Evolent Client;

(b) Blueprint or non-Blueprint consulting services or products that are competitive in any material respect with any ABCO products or services at the time the Evolent product or service is promoted, marketed, or sold, unless such consulting services are reasonably expected to lead to a long-term services contract or be part of a Blueprint Services engagement; “Blueprint” and “Blueprint Services” are defined as a consulting engagement pursuant to which Evolent has been engaged by a Person to assess what would be required for the Person to (a) acquire or develop health plan capabilities, or (b) expand the Person’s health plan capabilities, or (c) initiate or expand the Person’s ability to establish value-based care contracting arrangements (i.e., contracts that contemplate a performance-based gain share payment or a set payment to a health care provider organization for each enrolled person assigned to such provider, for a period of time, for the provision of specified care). Evolent shall only permitted to provide consulting services that Evolent is permitted to provide pursuant to this Section 6.2 and Blueprint Services for a Person and its Affiliates for up to six (6) consecutive calendar quarters on an uninterrupted basis (i.e., the services cannot commence, cease, and recommence during that period; Evolent should have an ongoing consulting relationship with that Person or its Affiliates during that period) and Evolent thereafter must cease charging fees for any services unless the Person or one or more of its Affiliates entered into an implementation and/or long-term services contract with Evolent (i.e., Evolent can continue providing services to such Person and its Affiliates after such six (6) calendar-quarter period, but cannot be compensated for such services unless and until the Person enters into an implementation and/or long-term services contract with Evolent);

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(c) any best practices membership programs or physician practice management or bundled or unbundled physician practice management and other physician practice management consulting services, in each case referred that are substantially similar to, or that are competitive with, (i) ABCO’s best practices membership programs or (ii) physician practice management or other physician practice management consulting services that were offered by ABCO as of August 2013; or

(d) any services which are competitive in any material respect with any ABCO products or services at the time the Evolent service is promoted, marketed, or sold, where (i) the Evolent client will (based on reasonable documented expectations with the Evolent client at the time the contract is signed by the client) generate Evolent revenue less than $1.75 million annually, on average, across the life of the initial contract inclusive of the implementation and long-term contract fees, (ii) the average annual revenue from all long-term services contract customers signed after June 27, 2013, inclusive of implementation and long-term services revenue, is less than $5.0 million each year, and (iii) Evolent is not required to have more than six and three quarter (6.75) Dedicated FTEs per year, on average, across the life of the client contract inclusive of the implementation and long-term contract scopes. The contract length shall begin on the date of the first implementation and/or long-term services contract and extend through the expiration of such contract. For purposes of this provision, “Dedicated FTEs” are defined as Evolent personnel who are either directly tracking time to the Evolent Client or are allocated to the client from the Evolent national support model during the project pricing process. For the avoidance of doubt, Evolent general and administrative full-time employees will not be allocated to the Evolent Client or considered Dedicated FTEs. Both national support model and general and administrative cost categories and related full-time employees shall be defined as they existed in the Evolent WorkDay ERP system as of January 1, 2015 as described on Exhibit A hereto. For purposes of this section any long-term-services contracts with non-provider customers (i.e., employers) that are linked to a health system Evolent client shall not count as a separate Evolent Client for purposes of calculating Dedicated FTEs if Evolent is serving the non-provider customer in coordination with the Evolent Client where coordination means that Evolent is providing the non-provider customer long-term contract services similar to those provided to the Evolent Client.

(e) Evolent also agrees not to, directly or indirectly, develop, promote, market, provide, offer or sell products with functionality substantially similar to (i.e., redundant in any material respect) the following except to the extent permitted by and subject to Section 2.2.1:

(i) Services to optimize or implement a Person’s electronic medical record (EMR) system unless (although still subject to Section 2.2.1) (i) such services are being provided for Evolent Clients in connection with the implementation or optimization of Identifi or (ii) such services are being provided to a potential Evolent Client as part of a diagnostic or proof of concept to demonstrate to the potential Evolent Client how Identifi would work with and/or optimize the Person’s EMR and Evolent’s ability to implement Identifi;

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(ii) ABCO’s online scheduling system (referred to as HealthPost as of the date of Amendment Effective Date) as it existed as of the Amendment Effective Date;

(iii) ABCO’s market referrals product (referred to as CMA as of the date of the Amendment Effective Date) as it existed as of the Amendment Effective Date, provided the Evolent is allowed to continue sharing data with physicians in the manner in which Evolent is providing data to Evolent Clients as of the Amendment Effective Date as described on Exhibit B hereto; and

(iv) ABCO’s referral management technology product (referred to as Crimson Referral Management as of the Amendment Effective Date) as it existed as of the date of the Amendment Effective Date except as expressly permitted in the last sentence of Section 2.2.1(i) and, if ABCO is unwilling to integrate its referral management functionality with Identifi as described in Section 2.2.1(i) or if Section 2.2.1(i) is no longer in effect, then Evolent would be enabled to directly provide referral management functionality through Identifi but would not be permitted to access those services from a third party (i.e., Evolent would not be permitted to license or integrate any third party’s referral management functionality into Identifi or other Evolent technology products or services.

Notwithstanding any other provision hereof, the foregoing restrictions in this Section 6.2 shall survive a Change of Control of Evolent through June 27, 2020; provided, however, that prior to June 27, 2020, the acquiring party in a Change of Control of Evolent shall be not be subject to the foregoing restrictions with respect to any technology solutions or consulting services, in each case, that are unrelated to the Evolent assets acquired. In addition, (1) the restrictions in this Section 6.2 shall not apply to the type and scope of services proposed to be offered to the Persons described in the letter from Evolent to ABCO dated April     , 2015, and (2) during the period between the last day of the Term and the expiration of the periods described in the first paragraph of this Section 6.2, ABCO shall in good faith at Evolent’s request discuss with Evolent the provision by ABCO of any products or services that Evolent is not permitted or is otherwise unable to provide pursuant to this Section 6.2 to Evolent and/or Evolent clients, with the terms of the provision of such products or services to be the subject of a separate written agreement between ABCO and Evolent.

9. Without limiting Section 11 of the Agreement (Limits of Liability), the limitations of liability in Section 11 of the Agreement shall not apply to a breach of Sections 2 or 6 of the Agreement or affect Sections 12.3, 12.4, or 13.5 of the Agreement. If it is determined that a Party has breached one or more material terms of Section 6.1.1 or 6.2 or the Agreement, as the case may be, the non-breaching Party shall be awarded

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pursuant to Section 13.3 of the Agreement damages as determined by an arbitrator including, but not limited to, lost profits. In addition, Evolent’s payment obligations (if any) that may arise pursuant to Sections 12.3 or 12.3 as a result of Evolent conduct or activities prior to the last day of the Term shall survive the expiration or earlier termination of the Agreement.

10. New Sections 12.3, 12.4, and 12.5 shall be added to the Agreement as follows:

12.3 Payments Upon Early Termination:

In the event that an ABCO client (i) terminates its agreement with ABCO (other than as a result of a material uncured breach by ABCO of such agreement) prior to the end of the then-current term of such agreement and (ii) within six (6) months of such termination begins using services or technology from Evolent that made such ABCO products or services redundant in a material respect (the “Overlapping Products/Services”), then Evolent shall pay to ABCO [***] percent ([***]%) of the remaining fees that would have been paid to ABCO by the ABCO client for the Overlapping Products/Services during the remainder of the contract, in the event that such contract is terminated prior to the end of a contract (each such payment, an “Early Termination Payment”).

Each Early Termination Payment shall be due and payable in accordance with the payment terms of the terminated agreement, provided that the first payment of such Early Termination Payment also shall include all of the payments that would have been paid during the period beginning on the date of termination and ending on the date upon which such first payment is made.

12.4 Payments Upon Non-Renewal:

In the event that an ABCO client (i) fails to renew its agreement with ABCO at the end of the then-current term of such agreement and (ii) within six (6) months of such termination begins using Overlapping Products/Services and (iii) the Overlapping Products/Services were not incidental to the non-renewal decision by the ABCO Client, then Evolent shall make the following payments to ABCO (each such payment, a “Non-Renewal Payment”):

12.4.1 [***] percent ([***]%) of the fees that would have been paid to ABCO by the ABCO client during the first contract year of the renewal period if such contract had been renewed on the same terms;

12.4.2 [***] percent ([***]%) of the fees that would have been paid to ABCO by the ABCO client during the second contract year of the renewal period as if such contract had been renewed on the same terms;

12.4.3 [***] percent ([***]%) of the fees that would have been paid to ABCO by the ABCO client during the third contract year of the renewal period as if such contract had been renewed on the same terms; and

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12.4.4 [***] ([***]%) of the fees that would have been paid to ABCO by the ABCO client during the fourth contract year of the renewal period as if such contract had been renewed on the same terms)

Each Non-Renewal Payment shall be due and payable in accordance with the payment terms of the non-renewed contract as if such contract had been renewed on the same terms, provided that the first payment of such Non-Renewal Payment also shall include all of the payments that would have been paid during the period beginning on the date of termination and ending on the date upon which such first payment is made.

12.5 Improper ABCO Interference: ABCO shall not tortiously interfere with the contractual relationship between Evolent and any of its clients.

11. The references to 42 Pa. C.S.A § 7341 in Sections 13.3.2(a) and (e) of the Agreement are hereby changed to 10 Del.C. § 5714, and the references in Section 13.3 of the Agreement to the Laws of Pennsylvania and the Laws of the Commonwealth of Pennsylvania are hereby changed to the Laws of Delaware and the Laws of the State of Delaware. In addition, the Parties agree that (a) the third impartial arbitrator selected by the two (2) arbitrators selected by the Parties referred to in Section 13.3 shall have at least ten (10) years of experience in hospital or health system strategy or as an executive officer of a multi-facility health system and cannot be (or have been within the preceding ten (10) years) an Affiliate, employee or independent contractor of ABCO or Evolent and (b) for the avoidance of doubt, a Party shall be entitled to institute an action or litigation in a court, or to commence another similar proceeding, to enforce the decision of the arbitrators pursuant to Section 13.3.

12. A new Section 13.6 shall be added to the Agreement as follows:

13.6 General Counsel Meetings: On a quarterly basis, the General Counsels of each Party shall meet to confer in good faith to discuss general compliance issues relating to the Agreement and, upon request at any time, share such information and documents as are reasonably necessary to determine a Party’s compliance with its obligations under this Agreement.

13. Section 14.4 of the Agreement shall be deleted in its entirety and replaced with the following:

Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to that state or any other state’s conflict of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

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B. Defined Terms. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

C. Effectiveness of this Amendment; Conflicts. Except as expressly amended by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.

D. Warranty of Authority. Each person executing this Amendment represents that he has full power and authority to do so, and that no other authorizations or approvals of any kind are necessary.

E. Counterparts. This Amendment may be executed in counterparts, each of which when taken together shall constitute an original. Any counterpart signature page delivered by facsimile transmission and/or electronic mail shall be deemed to be and have the same force and effect as an originally executed signature page.

IN WITNESS WHEREOF, this Amendment has been duly executed by and on behalf of the Parties as of the Amendment Effective Date.

EVOLENT HEALTH LLC		THE ADVISORY BOARD COMPANY
Signed:	/s/ Seth Blackley	Signed:	/s/ Evan Farber
Name:	Seth Blackley	Name:	Evan Farber
Title:	President	Title:	General Counsel

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EXHIBIT A

Evolent National Support Model Departments

• Clinical and Pharmacy Analytics

• Clinical Operations

• PSO

• Pharmacy

• IT

• Actuarial Services

• Strategic Client Finance

• Compliance

• Transformation

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EXHIBIT B

EVOLENT DATA SHARING

As of the Amendment Effective Date, Evolent provides data through reports, conversations or other means that are intended to assist the recipient of the information in understanding network leakage information for purposes of optimizing value-based care performance. The data is only for provider risk contracts / panels and is only driven by payer claims data. The analysis does not include full panel leakage analysis, does not include non-claims data or data outside the risk population and is not provided to physicians or other constituents on an unbundled basis. Following is an example of the data provided to physicians or administrators. The data may be provided at a system level, at pod level or at an individual physician level.

Sample Report

Medicare Population

Summary of Experience Data: All Medical Claims and Encounters

	Total Population										In-Network										Out-of-Network
	Total Member Months:xxxxxx										Total Member Months:xxxxxx										Total Member Months:xxxxxx
Benefit	Utilization /1,000		Average Allowed Per Service		Paid PMPM		Allowed PMPM		Patient Pay PMPM		Utilization /1,000		Average Allowed Per Service		Paid PMPM		Allowed PMPM		Patient Pay PMPM		Utilization /1,000		Average Allowed Per Service		Paid PMPM		Allowed PMPM		Patient Pay PMPM
Facility Inpatient Subtotal		217.3	$	11,711	$	200.86	$	212.04	$	11.18		208.4	$	11,644	$	191.51	$	202.20	$	10.69		8.9	$	13,286	$	9.34	$	9.84	$	0.50
Facility Outpatient Subtotal					$	115.18	$	124.64	$	9.46					$	113.27	$	122.65	$	9.37					$	1.91	$	2.00	$	0.09
Professional Subtotal					$	204.18	$	223.05	$	18.87					$	197.49	$	216.27	$	18.77					$	6.69	$	6.78	$	0.09
Other Subtotal					$	20.23	$	24.16	$	3.93					$	13.69	$	14.99	$	1.30					$	6.54	$	9.16	$	2.63
Additional Benefits Subtotal					$	2.42	$	2.70	$	0.28					$	2.20	$	2.48	$	0.28					$	0.22	$	0.22	$	0.00
Total Medical Cost					$	542.87	$	586.58	$	43.72					$	518.17	$	558.58	$	40.41					$	24.70	$	28.00	$	3.30

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EX-10.18

Exhibit 10.18

DEED OF

LEASE

TABLE OF CONTENTS

ARTICLE		PAGE
1.	DEFINITIONS.		1
2.	TERM.		8
3.	WORK AGREEMENT.		8
4.	RENT.		8
5.	ADDITIONAL RENT.		10
6.	USE.		12
7.	CARE OF PREMISES.		13
8.	ALTERATIONS BY TENANT.		14
9.	EQUIPMENT.		16
10.	OWNERSHIP AND REMOVAL OF PROPERTY.		17
11.	LANDLORD’S ACCESS TO PREMISES.		18
12.	SERVICES AND UTILITIES.		18
13.	RULES AND REGULATIONS.		22
14.	REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.		22
15.	LIMITATION ON LANDLORD LIABILITY.		23
16.	FIRE AND OTHER CASUALTY.		24
17.	INSURANCE.		24
18.	CONDEMNATION.		27
19.	DEFAULT.		28
20.	NO WAIVER.		31
21.	HOLDING OVER.		32
22.	SUBORDINATION.		32
23.	ASSIGNMENT AND SUBLETTING.		33
24.	TRANSFER BY LANDLORD.		36
25.	INABILITY TO PERFORM.		36
26.	ESTOPPEL CERTIFICATES.		36
27.	COVENANT OF QUIET ENJOYMENT.		37
28.	WAIVER OF JURY TRIAL.		37
29.	BROKERS.		37
30.	CERTAIN RIGHTS RESERVED BY LANDLORD.		37
31.	NOTICES.		38
32.	MISCELLANEOUS PROVISIONS.		39
A.	Benefit and Burden		39
B.	Governing Law		39
C.	No Partnership		39
D.	Delegation by Landlord		39
E.	Tenant Responsibility for Agents		39
F.	Invalidity of Particular Provisions		39
G.	Counterparts		39
H.	Entire Agreement		39
I.	Amendments		39
J.	Mortgagee’s Performance		39
K.	Limitation on Interest		39
L.	Remedies Cumulative		39
M.	Annual Financial Statements		39
N.	Construction of Lease		40
O.	[Intentionally Omitted.]		40
P.	[Intentionally Omitted.]		40
Q.	Authority		40
R.	Appointment of Resident Agent		40
S.	Deed of Lease		40
T.	Qualified Leases		40
33.	LENDER APPROVAL.		41
34.	PARKING.		41
35.	SECURITY DEPOSIT.		42
36.	HAZARDOUS MATERIALS.		45
37.	[INTENTIONALLY OMITTED.]		46
38.	NO RECORDATION.		46
39.	SIGNS.		47
40.	EXERCISE FACILITY.		47
41.	ANTENNA LICENSE.		48
42.	RISER ACCESS.		49

43.	OPTIONS TO EXTEND.	51
44.	RIGHT OF FIRST OFFER.	52
45.	HOLD SPACE PREMISES.	54
46.	RIGHT OF FIRST NOTICE SPACE.	56
	SIGNATURES	59

Exhibit A – Premises Plan Showing 5^th Floor

Exhibit B – Declaration of Acceptance

Exhibit C – Work Agreement

Exhibit C-1 – Shell Condition Definition

Exhibit C-2 – Preliminary Space Plan

Exhibit D – Rules and Regulations

Exhibit E – [Intentionally Omitted.]

Exhibit F – Form of Subordination Non-Disturbance and Attornment Agreement

Exhibit G – Plan Showing Ninth Street and Pedestrian Walkway

Exhibit H – Plan Showing Example of Proposed Layout of Hold Space Premises

DEED OF

LEASE

THIS DEED OF LEASE (the “Lease”) is made and entered into this 31 day of July, 2012, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH, INC., a Delaware corporation (“Tenant”).

In consideration of the Rent hereinafter reserved and the agreements hereinafter set forth, Landlord and Tenant mutually agree as follows:

1. DEFINITIONS.

Lease Specific

A. Building: a ten (10) story building containing approximately two hundred seventy-four thousand two hundred ninety (274,290) square feet of office rentable area and three hundred one thousand eight hundred ninety-five (301,895) square feet of total rentable area as of the date hereof and located at 800 N. Glebe Road, Arlington, Virginia. Except as otherwise expressly provided in this Lease, the term “Building” shall include all portions of said building, including, but not limited to, the Premises, the Common Areas and the garage.

B. Premises: approximately thirty-three thousand nine hundred seventy-two (33,972) square feet of rentable area comprising the entire fifth (5^th) floor of the Building, as more particularly designated on Exhibit A, and subject to expansion pursuant to Sections 44, 45 and 46 hereof. The rentable area in the Building and in the Premises has been determined by Landlord’s architect in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 (the “BOMA Method”), and such measurement has been conclusively accepted by Landlord and Tenant. No remeasurement of the Premises or the Building shall result in any modification to the economic terms set forth in this Lease.

C. [Intentionally Omitted.]

D. Term: Approximately seventy-two (72) months following the Lease Commencement Date, as more particularly defined in Section 2.A. hereof.

E. Anticipated Lease Commencement Date: January 1, 2013. The actual Lease Commencement Date shall be the date defined as such in Section 2.A. hereof.

F. Base Rent: One Million One Hundred Eighty-Nine Thousand Twenty Dollars ($1,189,020.00) for the first Lease Year, divided into twelve (12) equal monthly installments of Ninety-Nine Thousand Eighty-Five Dollars ($99,085.00) for the first Lease Year, and thereafter as increased by the Base Rent Annual Escalation Percentage, as set forth in Section 4.A hereof.

G. Base Rent Annual Escalation Percentage: two and three quarters percent (2.75%).

H. [Intentionally Omitted.].

I. [Intentionally Omitted.].

J. Security Deposit: Two Million Dollars ($2,000,000.00), subject to reduction as set forth in Section 35.A. hereof and subject to increase as set forth in Sections 44, 45 and 46 hereof.

K. Brokers: Jones Lang LaSalle Americas, Inc., as agent for Tenant.

L. Tenant Notice Address: 3101 Wilson Boulevard, Suite 500, Arlington, Virginia 22201, Attn: VP, Finance & Operations until Tenant has commenced beneficial use of the Premises, and at the Premises, Attn: VP, Finance & Operations, after Tenant has commenced beneficial use of the Premises.

M. Landlord Notice Address: JBG/Commercial Management, L.L.C., 4445 Willard Avenue, Suite 400, Chevy Chase, Maryland 20815, Attention: Executive Vice President-Commercial Asset Management, with copies to: Greenstein DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C. 20036, Attention: Abraham J. Greenstein, Esq.

N. Landlord Payment Address: North Glebe Office, L.L.C. and delivered to North Glebe Office, L.L.C. at 4445 Willard Avenue, Chevy Chase, MD 20815, Attention: Accounts Receivable Department.

O. Building Hours: 8:00 a.m. to 7:00 p.m. on Monday through Friday (excluding Holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding Holidays), and such other hours, if any, as Landlord from time to time determines.

P. Guarantor(s): None.

Q. Parking Permits: As set forth in Section 34 hereof.

General

R. Alterations: Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings.

S. Common Areas: Those areas of the Building and/or Land, as the case may be, made available by Landlord for use by Tenant in common with Landlord, other tenants of the Building and the employees, agents and invitees of Landlord and of such other tenants. Notwithstanding the fact that the Premises comprise the entire leasable area of the fifth (5^th) floor of the Building, and may at some date comprise the entire leasable area of the sixth (6^th) floor of the Building, Landlord shall maintain the core area facilities on such floor(s), including core area restrooms, water fountains, utility closets, and the like.

T. Default Rate: That rate of interest which is five (5) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable (“Bank of America”), from time to time as its “prime” rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event that Bank of America ceases to announce such a prime rate of interest, Landlord, in Landlord’s reasonable discretion, shall designate the prime rate of interest by another bank located in the Washington, D.C. metropolitan area, which shall be the prime rate of interest used to calculate the default rate.

U. Ground Leases: All ground and other underlying leases from which Landlord’s title to the Land and/or the Building is or may in the future be derived. “Ground Lessors” shall denote those persons and entities holding such ground or underlying leases.

V. Holidays: New Year’s Day, Presidents’ Day, Martin Luther King, Jr.’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any other holidays designated by an executive order of

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the President of the United States or by Act of Congress; provided, however, that Landlord retains the right, in its sole discretion, to increase or to decrease the legal holidays which it observes, provided that such additional or reduced Holidays are reasonably consistent with the Holidays in other comparable office buildings in Arlington, Virginia.

W. Land: The real estate that supports the Building, and all associated easements.

X. Tenant’s Work: All work to be performed by Landlord or Tenant, as applicable, under the Work Agreement, including Additional Tenant Work (as defined in Exhibit C).

Y. Lease Commencement Date: The date this Lease commences, as determined pursuant to Section 2.A. below.

Z. Lease Year: That period of twelve (12) consecutive calendar months that commences on the Lease Commencement Date, and each consecutive twelve (12) month period thereafter; provided, however, that if the Lease Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month following the month in which the first anniversary of the Lease Commencement Date occurs. The earliest such twelve (12) month period shall be referred to as the “first Lease Year,” and each of the following Lease Years shall similarly be numbered for identification purposes.

AA. Mortgages: All mortgages, deeds of trust and similar security instruments which may now or in the future encumber or otherwise affect the Building or the Land, including mortgages related to both construction and permanent financing. “Mortgagees” shall denote those persons and entities holding such mortgages, deeds of trust and similar security instruments.

BB. Operating Expenses: All costs and expenses incurred by Landlord during any calendar year in managing, operating and maintaining the Building and the Land (collectively, the “Property”), as well as the pro rata portion (between the Property and the property known as Lot 2 of the subdivision known as 800/900 North Glebe Road as shown on a plat attached as Exhibit “A” to that certain Declaration of Easements, Covenants and Restrictions dated as of July 20,2008 and recorded in the Office of the Clerk of the Court of Arlington County, Virginia on July 31, 2008 in Deed Book 4207 at Page 587, of costs of maintenance and repair and replacement (i.e., not any initial installations costs) of the portion of Ninth Street and the pedestrian walkway which serve the Building and are shown on Exhibit G attached hereto and made a part hereof, all as determined by Landlord in accordance with generally accepted accounting principles (“GAAP”), to the extent that GAAP is applicable and, if and to the extent that GAAP is not applicable, then in accordance with an accounting system established and regularly applied by Landlord and consistent with accounting systems used by landlords of comparable office buildings in Arlington, Virginia. Such costs and expenses shall include, but not be limited to, the cost of water, gas, sanitary sewer, storm sewer, electricity (with respect only to the Common Areas of the Building and electricity for central plant equipment that serves the Building’s central heating and air conditioning systems (including, for example, but without limitation, the Building’s chiller and cooling tower) and not otherwise with respect to the Premises, it being agreed that Tenant shall pay for electricity otherwise utilized in the Premises in accordance with Section 12.G. hereof) and other utilities, trash removal, telephone services, insurance, janitorial and char services and supplies, security services, labor costs (including social security taxes and contributions and fringe benefits), charges under maintenance and service contracts (including, but not limited to, chillers, boilers, elevators, window and security services), central heating and air conditioning, management fees (not to exceed an amount equal to three percent (3%) of gross rents received for the Building, less property management fees), business taxes, license fees, costs, charges and other assessments made by or for any entity operating a business improvement district in which the Building is located, the costs of commissioning or recommissioning the Building to enhance its operating

3

performance after the first Lease Year and thereafter not more often than every three (3) Lease Years, the cost of operating, maintaining and repairing on-site cogeneration equipment, including utility standby fees, but not to exceed the amount that would be payable to a third-party utility for the same electric service on the utility’s rate schedule and the cost of any equipment or services provided by Landlord in connection with the servicing, operation, maintenance, repair and protection of the Building and the Land and related exterior appurtenances (whether or not provided on the Lease Commencement Date). Operating Expenses shall include the cost of capital improvements made by Landlord to manage, operate or maintain the Building, together with any financing charges incurred in connection therewith, provided that such costs shall be amortized at seven percent (7%) per annum over the useful life of the improvements and only the portion attributable to the calendar year shall be included in Operating Expenses for the calendar year, further provided, that capital expenditures shall be limited to (i) improvements or building elements added to the Building which in Landlord’s reasonable judgment will increase the efficiency of the Building (i.e., are reasonably anticipated by Landlord, based on an analysis and recommendation from a third party engineer or other professional consultant, to reduce Operating Expenses as they relate to the item which is the subject of the capital expenditure or to reduce the rate of increase in the Operating Expense which relates to the item which is the subject of the capital expenditure from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure (a “Cost Saving Capital Improvement”)), provided that (a) the amortization (principal plus interest) of any such Cost Saving Capital Improvement is reasonably anticipated to be less than the anticipated savings resulting from such increased efficiency as reasonably anticipated by Landlord, based on an analysis and recommendation from a third party engineer or other professional consultant, and (b) in no event shall the amount of annual amortization of any such Cost Saving Capital Improvement exceed three percent (3%) of Operating Expenses for such year (calculated with the inclusion of the Cost Saving Capital Improvement) or the amount of the actual savings from such Cost Saving Capital Improvement, whichever is greater (except that with respect to the first five (5) Lease Years, no Cost Saving Capital Improvements may be included in Operating Expenses), and (ii) improvements or replacements which are required to comply with the requirements of any Laws (as hereinafter defined), which become effective after the Lease Commencement Date, shall be included in Operating Expenses for any calendar year. Operating Expenses shall not include: (1) Real Estate Tax Expenses; (2) the cost of any work to deliver the Premises to Tenant in the condition described in Exhibit C-1 attached hereto and made a part hereof; (3) the Tenant Allowance; (4) the brokerage commissions described in Section 29 hereof or any other incurred by Landlord; (5) costs incurred for any items to the extent recovered under a manufacturer’s, materialmen’s, vendor’s or contractor’s warranty at any time; (6) depreciation or amortization, except as expressly permitted above in this Section 1.BB with respect to capital improvements, repairs and replacements; (7) leasing, sale or other brokerage commissions (whether employed in-house or not) or marketing, advertising or promotional expenses of any kind (including, without limitation, fees payable to the U.S. Green Building Council or its affiliates in pursuing Leadership in Energy and Environmental Design (“LEED”) certification for the Building); (8) the cost (including taxes) of any item which, in accordance with generally accepted accounting principles, consistently applied, is, or should be, capitalized on the books of Landlord except as expressly permitted above in this Section 1.BB; (9) the cost (including taxes) of performing work or furnishing utilities or services to or for any tenant or to any area of the Building available for leasing by tenants, other than Tenant, to the extent that the nature of such work, utilities or service is in excess of the nature of any work or service provided or available to Tenant; (10) salaries, wages, bonuses, benefits and social security and payroll taxes and all other

4

compensation and benefits of all office, management or administrative personnel, officers, executives and staff members of Landlord or Landlord’s agents, or of Landlord’s independent contractors, above the grade of portfolio manager (it being understood that the portfolio manager level is above the property manager level but (A) is not an asset or investment manager and (B) is responsible for overseeing day-to-day property management matters); provided, however that (x) with respect to such portfolio manager and other of Landlord’s personnel below the grade of portfolio manager assigned part-time to the operation, management, maintenance or repair of the Building, Operating Expenses shall include only a reasonable allocation of the wages, salary, and other compensation and benefits paid to any on-site or off-site personnel who are assigned part-time to the operation, management, maintenance, or repair of the Building, which reasonable allocation shall be made on the basis of the number of square feet in the Building and in any other building also served by each such person, and (y) not exceed twenty percent (20%) of the salary of a portfolio manager or thirty percent (30%) of the salary of senior property manager; (11) any unfunded pension or other benefits for any personnel which shall have accrued prior to the Lease Commencement Date; (12) any rent, additional rent, imposition or other charge under any lease or sublease to or assumed, directly or indirectly, by Landlord or any Landlord affiliate; (13) ground rent under any lease, except any portions of such rent which are for the payment of real estate taxes or insurance premiums for the Building, and which would otherwise be includable in Operating Expenses or in Real Estate Tax Expenses; (14) any cost which would otherwise be an Operating Expense to the extent the same is reimbursed to or for the benefit of Landlord by proceeds of insurance (or would be reimbursable if Landlord maintained or caused to be maintained the insurance required by Section 17.C. or by a condemnation award, refund, credit, warranty, service contract, or from any tenant (including Tenant) of the Building; (15) any costs (including acquisition, leasing, use and insurance) relating to sculpture, paintings or other objects of art; (16) accounting fees, other than those incurred directly in connection with the preparation of, or other activities solely relating to, statements required pursuant to the provisions of this Lease and similar provisions of other leases of space in the Building; (17) legal fees; (18) interest or penalties for late payment of any sum so long as Tenant is then current in the payment of all Rent due hereunder; (19) costs and expenses (including court costs, attorneys’ fees and disbursements) related to or arising under or in connection with disputes with tenants, any lessor under a ground lease or any holder of a mortgage or deed of trust and any cost incurred in connection with leasing, mortgaging, financing, refinancing, sale, any ground lease or any payment or prepayment of debts; (20) the cost of any work or services performed or other expenses incurred in connection with installing any new or specialty service or facility, such as a transportation or shuttle service, an observatory, a broadcasting facility or any luncheon, athletic or recreational club, and the cost of operating and maintaining such new or specialty service or facility; (21) any costs incurred in the removal, containment, encapsulation, or disposal, of or repair or cleaning of areas affected by, asbestos, PCBs or other hazardous substances, which are deemed by any applicable federal, state or municipal law, order, rule or regulation to be hazardous to health, safety or the environment; (22) costs incurred in connection with a sale, lease, transfer or any testamentary transfer or capital event involving all or any part of the Building or the Land or any interest therein or of any interest in Landlord or in any person comprising, directly or indirectly, Landlord, or in any person having any control or equity interest, directly or indirectly, in Landlord; (23) costs incurred to correct any misrepresentation by Landlord herein or related to or arising out of any indemnity obligation; (24) any expense arising by reason of the negligence, tortious acts or omissions of, or default under any agreement or lease by Landlord or Landlord’s agents, employees or contractors affecting the Building or the Land or any portion thereof; (25) payments for rented equipment, the cost of

5

which would constitute an excluded capital expenditure if the equipment were purchased; (26) any compensation paid to clerks, attendants or other persons in concessions operated for profit by Landlord or any of Landlord’s agents or any affiliate of Landlord; (27) any fines, penalties or other governmentally imposed charges incurred as a result of violation by Landlord or the Building of any legal requirement; (28) the incremental cost of any use of overtime labor in connection with the operation of the Building to the extent such use is the result of Landlord’s efforts to cure a default by it under this Lease or any other lease of space in the Building; (29) costs for which Landlord receives a management fee, including without limitation, accounting (except as expressly permitted in clause (16) above), secretarial, bookkeeping, office furniture and equipment, office rent, asset manager, audit, software, computer hardware, printer, and other such costs and expenses; (30) the value or lost income to Landlord of any space in the Building which is utilized for the leasing of the Building, other than the portion of such value or lost income for any management (but not leasing) office, if any, comprising not more than 1,000 square feet of rentable area which is allocable to the management of the Building; (31) franchise, transfer, inheritance or capital stock taxes or taxes imposed upon or measured by the income or profits of Landlord or any fee, tax, charge or other item specifically excluded from the definition of Taxes; (32) principal, interest or any other charges on any debt; (33) the cost of any services, alterations, additions, changes, decorations, repairs, replacements or other items which are made or incurred in order to prepare space for a tenant’s initial occupancy or lease renewal or extension; (34) any amount paid to any Landlord affiliate to the extent such amounts are in excess of arm’s length, competitive fees for the performance of such work in the Washington, D.C. metropolitan area; (35) any cost or expense (including, without limitation, real estate taxes, elevators, labor, management fees, costs for operation, utilities, taxes, insurance and, personnel expenses, but not maintenance, repair and, to the extent permitted hereunder, replacement, costs) incurred in connection with or allocable to the Building’s garage; (36) the cost of any reconstruction or restoration; (37) any cost or expense incurred for or in connection with correcting defects in the design, development, construction, equipment or systems of the Building or in order to comply with any condition existing in violation of Laws on the Lease Commencement Date; (38) bad debt loss or reserve; (39) any reserve for repairs, maintenance, replacements or any other purpose; (40) any cost or expense (including, without limitation, real estate taxes, elevators, labor, management fees, costs for operation, utilities, taxes, insurance and personnel expenses) incurred in connection with or allocable to the retail space in the Building; (41) any expenses, capital or otherwise related to the operation of the Garage, which excluded costs shall include, but not be limited to, the costs of restriping, power washing, sweeping, cleaning, repairs or replacement of the Garage door, any capital improvements in the Garage and all personnel costs for operation of the Garage (as opposed to costs of maintenance, repair, noncapital replacements, utilities, insurance and other costs which, if they were incurred with respect to any Common Areas of the Building, would be includable in Operating Expenses pursuant to this Section 1.BB.; provided, however, that none of such costs shall be includable in Operating Expenses if, and to the extent that, they are reimbursed to Landlord by a Garage tenant pursuant to specific provisions in its Garage lease); (42) any initial construction costs of the Building, including initial stock of tools, vehicles, equipment and similar items, and tap fees, connection fees or the like for sewer and water connections; and (43) insurance deductibles over $25,000. If, in any calendar year during the Term (including, but not limited to, the Base Year), Landlord shall furnish any utility or service (which varies with occupancy of the Building and is included in the definition of Operating Expenses) to less than one hundred percent (100%) of the rentable area of the Building because (i) less than all of the rentable area of the Building is occupied, (ii) any such utility or service is not desired or required by any tenant, or (iii) any tenant is itself obtaining or

6

providing any such utility or service, then the Operating Expenses for such calendar year shall be increased to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and services to one hundred percent (100%) of the rentable area of the Building for the entire calendar year. For example, if the average occupancy rate of the Building during a calendar year is eighty percent (80%), the janitorial contractor’s charges are $1.00 per occupied rentable square foot per year, and the Building contains one hundred thousand (100,000) rentable square feet of space, then it would be reasonable for Landlord to estimate that, if the Building had been one hundred percent (100%) occupied during the entire calendar year, janitorial charges for such calendar year would have been One Hundred Thousand Dollars ($100,000) and to compute the Operating Expenses for such calendar year accordingly. In no event shall the provisions of this paragraph be used to enable Landlord to collect from the tenants of the Building more than one hundred percent (100%) of the costs and expenses incurred by Landlord in managing, operating and maintaining the Building and the Land.

CC. Premises’ Standard Electrical Capacity: The electrical capacity sufficient to support Tenant’s balanced consumption as defined in Exhibit C-1 (Base Building Shell Definition).

DD. Real Estate Tax Expenses: All (1) real estate taxes, arena taxes, solid waste taxes and related charges, front foot benefit charges, special user fees, rates, and assessments (including general and special assessments, if any), ordinary and extraordinary, foreseen and unforeseen, which are imposed upon Landlord or assessed against the Building or the Land or Landlord’s personal property used in connection therewith; (2) other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building, all taxes and assessments for public improvements or any other purpose and any gross receipts or receipts or similar taxes; and (3) expenses (including, without limitation, attorneys’ and consultants’ fees and court costs) incurred in reviewing, protesting or seeking a reduction of real estate taxes, whether or not such protest or reduction is ultimately successful. Subject to the foregoing, Real Estate Tax Expenses shall not include any inheritance, estate, gift, franchise, corporation, net income or net profits tax assessed against Landlord from the operation of the Building, nor shall Real Estate Taxes include any incremental tax or surcharge imposed on the Land and/or the Building to repay any loan or leasehold financing advanced by a governmental agency to pay for any capital improvement, such as “property assisted clean energy” loans.

EE. Rent: All Base Rent and Additional Rent.

(1) Base Rent: The amount payable by Tenant pursuant to Section 4.A. below.

(2) Additional Rent: All sums of money payable by Tenant pursuant to this Lease other than Base Rent.

(3) Monthly Rent: A monthly installment of Base Rent and Additional Rent, if any, which shall equal one-twelfth (1/12th) of Base Rent and Additional Rent then in effect.

FF. Tenant’s Personal Property: All equipment, improvements, furnishings and/or other property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant or with Tenant’s permission (other than any property of Landlord), with respect to which Tenant has not been granted any credit or allowance by Landlord, and which: (i) is removable without damage to the Premises, the Building and the Land, and (ii) is not a replacement of any property of Landlord, whether such replacement is made at Tenant’s expense or otherwise. Notwithstanding any other provision of this Lease, Tenant’s Personal

7

Property shall not include any improvements or other property installed or placed in or on the Premises as part of Tenant’s Work, whether or not any such property was purchased or installed at Tenant’s expense.

GG. Unavoidable Delay: Any delays due to strikes, labor disputes, shortages of material, labor or energy, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or any other causes beyond the control of Landlord or Tenant (as applicable).

HH. Work Agreement: Exhibit C, the terms of which are hereby expressly incorporated in this Lease.

2. TERM.

A. Term of Lease: The term of this Lease (the “Term”) shall commence on a date (the “Lease Commencement Date”), as defined below, and shall terminate at Midnight on the last day of the sixth (6th) Lease Year, or such earlier date on which this Lease is terminated pursuant to the provisions hereof (the “Lease Expiration Date”). The Lease Commencement Date shall be the earlier of (i) January 1, 2013, or (ii) the date Tenant substantially completes Tenant’s Work (as defined in the Work Agreement) and commences beneficial use of any part of the Premises for the conduct of its business operations therein. It is presently anticipated that the Premises will be delivered to Tenant on or before the fifth (5th) business day following the later of the date on which (i) this Lease has been fully executed by Landlord and Tenant and delivered by each to the other or (ii) Tenant has delivered to Landlord an acceptable Letter of Credit in accordance with the terms and conditions of Section 35 hereof; provided, however, that if Landlord does not deliver possession of the Premises by such date, Landlord shall not have any liability whatsoever, and this Lease shall not be rendered void or voidable, as a result thereof. Notwithstanding the foregoing, in the event Landlord fails to deliver possession of the Premises to Tenant by the date (the “Outside Delivery Date”) which is the later to occur of (a) August 1, 2012, or (b) the fifth (5^th) business day following delivery by Tenant to Landlord of an acceptable Letter of Credit in accordance with Section 35 hereof, then the Lease Commencement Date shall be extended by one (1) day for each day from and after the Outside Delivery Date that Landlord fails to deliver possession of the Premises to Tenant. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term.

B. Declarations: If requested by Landlord at any time during the Term, Tenant promptly will execute a declaration in the form attached hereto as Exhibit B.

C. Effective Date: The rights and obligations set forth in this Lease, except for the obligation to pay Rent and as otherwise specifically provided herein to the contrary, shall become effective on the date of final execution of this Lease.

3. WORK AGREEMENT.

Tenant agrees to improve the Premises in accordance with the Work Agreement, and Landlord shall have no obligation to make any improvements or alterations to the Premises.

4. RENT.

From and after the Lease Commencement Date, Tenant shall pay to Landlord Base Rent and Additional Rent as are set forth in this Section 4 and in Section 5 below.

A. Base Rent: Base Rent shall equal the following amounts:

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Lease Year	Base Rent Per Square Foot Per Annum		Base Rent Per Annum		Monthly Base Rent
1	$	35.00	$	1,189,020.00	$	99,085.00
2	$	35.96	$	1,221,633.12	$	101,802.76
3	$	36.95	$	1,255,265.40	$	104,605.45
4	$	37.97	$	1,289,916.84	$	107,493.07
5	$	39.01	$	1,325,247.72	$	110,437.31
6	$	40.08	$	1,361,597.76	$	113,466.48

Tenant shall pay Base Rent to Landlord in equal monthly installments (“Monthly Base Rent”) in advance on the first day of each calendar month during the Term, without notice, except that the first monthly installment of Base Rent shall be paid upon execution of this Lease. Notwithstanding the foregoing, Landlord shall grant to Tenant a “rent holiday” from the payment of the installments of Monthly Base Rent for the four (4) months following the Lease Commencement Date (the “Free Rent Period”). During such Free Rent Period, the Monthly Base Rent shall be abated (such rental abatement being hereinafter referred to as the “Free Rent Allowance”); provided, however, that (i) the Free Rent Period and the granting of the Free Rent Allowance as provided hereunder shall not affect the Lease Commencement Date pursuant to Section 2.A. hereof, (ii) Tenant shall remain obligated during the Free Rent Period to perform all of Tenant’s obligations under this Lease except as expressly aforesaid (including, but not limited to, the payment of all Additional Rent coming due under this Lease), and (iii) in the event of any termination of this Lease by Landlord based upon a Default hereunder by Tenant before the end of the Free Rent Period, any remaining Free Rent Allowance hereunder shall be of no force or effect. If the first day following the last day of the Free Rent Period (such date being hereinafter referred to as the “Rent Commencement Date”) is a date other than the first day of a month, then Monthly Base Rent for the period commencing with and including the Rent Commencement Date and ending on and including the day prior to the first day of the following month shall be prorated at the rate of one-thirtieth (1/30th) of the Monthly Base Rent per day and shall be due and payable on the Rent Commencement Date and the first full payment of Monthly Base Rent shall be applied to the first full monthly installment of Monthly Base Rent which is due and payable immediately following the Rent Commencement Date.

B. Payment: All Base Rent and Additional Rent due and payable to Landlord under this Lease shall be paid to Landlord at the Landlord Payment Address. Payments of Rent (other than in cash), if initially dishonored, shall not be considered rendered until ultimately honored as cash by Landlord’s depository. Except as expressly set forth otherwise in this Lease, Tenant will pay all Rent to Landlord without demand, deduction, set-off or counter-claim. If any sum payable by Tenant under this Lease is paid by check which is returned due to insufficient funds, stop payment order, or otherwise, then: (a) such event shall be treated as a failure to pay such sum when due; and (b) in addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled (i) to impose, as Additional Rent, a returned check charge of Fifty Dollars ($50.00) to cover Landlord’s administrative expenses and overhead for processing, and (ii) to require that all future payments be remitted by wire transfer, money order, or cashier’s or certified check.

C. Late Fee: If Tenant fails to make any payment of Rent on or before the date when payment is due, then Tenant also shall pay to Landlord a late fee equal to five percent (5%) of the amount that is past due; provided, however, that on not more than one (1) occasion during any twelve (12) month period, such late fee shall not be assessed on a payment of Rent which is not made on the due date therefor if such payment of Rent is made on or before the fourth (4th) day following such due date, and thereafter the aforesaid late fee shall be applied to each subsequent required payment which is not received by the date on which such payment is

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due, rather than deferring such late fee until after the fourth (4th) day following the date when such payment is due; further provided, that on not more than one (1) occasion during any twelve (12) month period, Landlord shall give Tenant written notice of nonpayment of Rent as and when due hereunder and if such payment of Rent is made on or before the fourth (4th) day following such written notice from Landlord, then the aforesaid late fee shall be waived. Said late fee shall be deemed reimbursement to Landlord for its costs of carrying and processing Tenant’s delinquent account. Acceptance by Landlord of said late fee shall not waive or release any other rights or remedies to which Landlord may be entitled on account of such late payment.

D. REIT/UBTI: Landlord and Tenant agree that no rental or other payment for the use or occupancy of the Premises is or shall be based in whole or in part on the net income or profits derived by any person or entity from the Building or the Premises. Tenant further agrees that it will not enter into any sublease, license, concession or other agreement for any use or occupancy of the Premises which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or profits derived by any person or entity from the Premises so leased, used or occupied. Nothing in the foregoing sentence, however, shall be construed as permitting or constituting Landlord’s approval of any sublease, license, concession, or other use or occupancy agreement not otherwise approved by Landlord in accordance with the provisions of Section 23 of this Lease.

5. ADDITIONAL RENT.

A. Sales, Use or Other Taxes or Traffic Mitigation Charges: If during the Term any governmental authority having jurisdiction over the Building or the Land levies, assesses or imposes any traffic mitigation charge or any tax on Landlord, the Premises, the Building or the Land or the rents payable hereunder, in the nature of a sales tax, use tax or any tax except (i) taxes on Landlord’s income, (ii) estate or inheritance taxes, or (iii) Real Estate Tax Expenses, then Tenant shall pay its proportionate share of any such tax or traffic mitigation charge to Landlord within fifteen (15) days after receipt by Tenant of notice of the amount of such tax or traffic mitigation charge.

B. To Cover Operating and Real Estate Tax Expenses:

(1) Definitions: As used herein, “Tenant’s Share of Operating Expenses” shall be that percentage of Operating Expenses which is the equivalent of the number of square feet of rentable area in the Premises (33,972 on the Lease Commencement Date) divided by the number of square feet of rentable area of office space in the Building (274,290 on the Lease Commencement Date). As used herein, “Tenant’s Share of Real Estate Tax Expenses” shall be that percentage of Increased Real Estate Tax Expenses which is equivalent to the number of square feet of rentable area in the Premises (33,972 on the Lease Commencement Date) divided by the number of square feet of rentable area (both office and retail) in the Building (301,895 on the Lease Commencement Date). However, in no event shall any of the aforesaid sums be less than zero.

(2) Payment of Tenant’s Share: In addition to all other Rent set forth herein, for the year which includes the Lease Commencement Date, and for each calendar year thereafter during the Term, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Share of Operating Expenses and an amount equal to Tenant’s Share of Real Estate Tax Expenses; provided, however, that (a) for the calendar year during which the Lease Commencement Date occurs, Tenant’s Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be prorated based upon the number of days in such calendar year following the Lease Commencement Date, and (b) for the calendar year during which the Term ends, Tenant’s Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be prorated based upon the greater of: (i) the number of days

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during such calendar year that this Lease is in effect, or (ii) the number of days that Tenant actually occupies the Premises or any portion thereof.

C. Statements:

(1) For the year which includes the Lease Commencement Date, and for each calendar year thereafter during the Term, Landlord shall deliver to Tenant a statement estimating Tenant’s Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses for such calendar year, which Tenant shall pay in equal monthly installments in advance on the first day of each calendar month during each calendar year (provided that Tenant shall not be required to make any such payments for the period prior to the Lease Commencement Date). Tenant shall continue to pay such estimated Tenant’s Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses until Tenant receives the next such statement from Landlord, at which time Tenant shall commence making monthly payments pursuant to Landlord’s new statement. With the first payment of Additional Rent herein which is due at least fifteen (15) days after Tenant’s receipt of a statement from Landlord specifying the estimated Tenant’s Share of Operating Expenses and the estimated Tenant’s Share of Real Estate Tax Expenses payable during the calendar year, Tenant shall pay the difference between Tenant’s monthly share of such sums for the preceding months of the calendar year and the monthly installments which Tenant has actually paid for said preceding months.

(2) Notwithstanding the foregoing provisions of this Subsection 5.C., in determining Tenant’s Share of Operating Expenses for any calendar year, the portion of Operating Expenses for such calendar year which constitute Controllable Operating Expenses (as hereinafter defined) shall not exceed one hundred five percent (105%) of the amount of Controllable Operating Expenses (as hereinafter defined) actually included in Operating Expenses (after application of the Controllable Operating Expenses Cap) for the immediately preceding calendar year (the “Controllable Operating Expenses Cap”); provided, however, that in the event that Controllable Operating Expenses exceed such Controllable Operating Expenses Cap in any calendar year, Landlord may include the portion of Controllable Operating Expenses from such calendar year which was in excess of the Controllable Operating Expenses Cap for such calendar year in Operating Expenses for any future calendar year(s) until fully charged, so long as such Controllable Operating Expenses for any such future calendar year(s) do not exceed 105% of the Controllable Operating Expenses actually included in Operating Expenses (after application of the Controllable Operating Expenses Cap) in the immediately-preceding calendar year. As used herein, “Controllable Operating Expenses” shall mean all Operating Expenses except for the following: (i) license and permit fees of any nature; (ii) utility company charges; (iii) insurance premiums; (iv) the cost to remove snow and ice; (v) increased labor costs due to the requirement for use of labor subject to collective bargaining, which requirement was not in effect as of the Lease Commencement Date; (vi) costs of compliance with governmental requirements; and (vii) contractually mandated increases in costs.

D. Retroactive Adjustments: After the end of the year which includes the Lease Commencement Date, and after the end of each calendar year thereafter, Landlord shall determine the actual Operating Expenses and Real Estate Tax Expenses for such calendar year, Landlord shall calculate the foregoing sums and Landlord shall provide to Tenant a statement of Tenant’s Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses for the calendar year. Within thirty (30) days after delivery of any such statement, Tenant shall pay to Landlord (i) any deficiency between the amount

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shown as Tenant’s Share of Operating Expenses for the calendar year and the estimated payments thereof made by Tenant and (ii) any deficiency between the amount shown as Tenant’s Share of Real Estate Tax Expenses for the calendar year and the estimated payments thereof made by Tenant. Tenant shall be credited with any excess estimated payments toward the payments of Rent next becoming due and payable by Tenant, or, if the Term has expired, then following Landlord’s determination of such overpayment by Tenant, Landlord shall refund any excess estimated payments to Tenant within thirty (30) days after the later to occur of (i) the date on which Tenant has cured all defaults under this Lease, if any, or (ii) the date on which Tenant vacates the Premises.

E. Change in or Contest of Taxes: In the event of any change by any taxing body in the period or manner in which any of the Real Estate Tax Expenses are levied, assessed or imposed, Landlord shall have the right, in its sole discretion, to make equitable adjustments with respect to computing increases in Real Estate Tax Expenses. Real Estate Tax Expenses which are being contested by Landlord shall be included in computing Tenant’s Share of Real Estate Tax Expenses under this Section 5, but if Tenant shall have paid Rent on account of contested Real Estate Tax Expenses and Landlord thereafter receives a refund of such taxes, Tenant shall receive a credit toward the payments of Rent next becoming due and payable in an amount equal to Tenant’s proportionate share of such refund, or, if the Term has expired, then following Landlord’s determination of such overpayment by Tenant, Landlord shall refund any excess estimated payments to Tenant after the later to occur of (i) the date on which Tenant has cured all defaults under this Lease, if any, or (ii) the date on which Tenant vacates the Premises.

F. Audit: Any statement provided to Tenant by Landlord pursuant to this Section 5 shall be conclusive and binding upon Tenant unless, within ninety (90) days after receipt thereof, Tenant notifies Landlord of the respects in which the statement is claimed to be incorrect. Unless otherwise mutually agreed, any such dispute shall be determined by arbitration in the jurisdiction in which the Premises are located, in accordance with the then current commercial rules of the American Arbitration Association. The costs of the arbitration shall be divided equally between Landlord and Tenant, except that each party shall bear its own costs, unless the arbitration results in a determination that Landlord’s statement contained a discrepancy of at least five percent (5%) in Landlord’s favor, in which event Landlord shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees. Pending determination of any dispute, Tenant shall pay all amounts due pursuant to the disputed statement, but such payments shall be without prejudice to Tenant’s position. Upon at least fifteen (15) days notice to Landlord, Tenant shall have reasonable access during normal business hours and at Tenant’s expense, to appropriate books and records of Landlord relating to the amount of expenses covered by the disputed statement, for the purpose of verifying the statement. Any such review shall be made only by Tenant’s employees or real estate consultants with significant expertise and experience in auditing operating expenses in commercial office buildings in Washington, D.C. and/or by an auditor hired by Tenant who is a Certified Public Accountant (a “CPA”), which CPA or real estate consultant shall not be paid on a contingent fee basis.

6. USE.

A. Permitted Use: Tenant shall use and occupy the Premises solely for general (non-medical and non-governmental) office purposes and for no other purpose.

B. Legal and Other Restrictions of Tenant’s Use: Tenant shall not use or occupy the Premises for any unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises or the Building or that will constitute waste, nuisance or unreasonable annoyance to Landlord or any other tenant or user of the Building (which shall include, without limitation, an obligation on the part of Tenant to not materially adversely affect the indoor air quality of the Building). Tenant shall comply with all present

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and future laws (including, without limitation, the Americans with Disabilities Act (the “ADA”) and the regulations promulgated thereunder, as the same may be amended from time to time), ordinances (including without limitation, zoning ordinances and land use requirements), regulations, orders and recommendations (including, without limitation, those made by any public or private agency having authority over insurance rates) (collectively, “Laws”) concerning the use, occupancy and condition of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all of which shall be complied with in a timely manner at Tenant’s sole expense; however, Tenant shall not be responsible to make any structural alterations unless the need therefor results from Tenant’s particular manner of use of the Premises (as distinct from office use generally) or from any Alterations made by Tenant in the Premises. Notwithstanding the foregoing, Tenant shall have no obligation to construct capital improvements in the Premises to comply with Laws except as set forth in Section 6.D below. If any such Law requires an occupancy or use permit or license for the Premises or the operation of the business conducted therein (including a certificate of occupancy or nonresidential use permit), then Tenant shall obtain and keep current such permit or license at Tenant’s expense and shall promptly deliver a copy thereof to Landlord. Use of the Premises is subject to all covenants, conditions and restrictions of record. Tenant shall not use any space in the Building for the sale of goods to the public at large or for the sale at auction of goods or property of any kind. Tenant shall not conduct any operations, sales, promotions, advertising or special events in, on or about the Building outside of the Premises.

C. Landlord’s Obligation to Maintain Base Building: Landlord agrees to use commercially reasonable efforts to maintain to a standard appropriate for a first class office building in Arlington, Virginia the “Base Building” (which shall mean the structural portions of the Building, the roof, exterior walls, windows and doors, the elevators, the public restrooms and the Building mechanical, electrical, plumbing and fire and life safety systems and equipment of the Building, including portions thereof located within the Premises, Common Areas, Garage and parking areas), during the Term, and shall make such repairs thereto as become necessary as expeditiously as circumstances permit after obtaining actual knowledge of the need for such repairs, all costs of which shall be included in Operating Expenses to the extent the same constitute Operating Expenses. Landlord shall have no duty to Tenant to maintain or to make any repairs or improvements to the Premises except as provided in the preceding sentence and in Section 12.A. hereof.

D. ADA Compliance: Landlord warrants and covenants that the Common Areas of the Building will be in compliance with all applicable Laws (including, but not limited to, the ADA) as of the Lease Commencement Date; provided, however, that Tenant shall be responsible, at its sole cost and expense, for compliance of the Premises with the ADA with respect to any Alterations (including, but not limited to, Tenant’s Work) to the Premises, special needs of any of Tenant’s personnel and new or changed interpretations of, or amendments of, the ADA with respect to the Premises, as it existed on the date of execution of this Lease.

7. CARE OF PREMISES.

Tenant shall at its expense keep the Premises (including all improvements, fixtures and other property located therein) in a neat and clean condition and in good order and repair, and will suffer no waste or injury thereto. Tenant shall maintain all fixtures, furnishings and equipment located in, or exclusively serving, the Premises in clean, safe and sanitary condition, shall take good care thereof and make all required repairs and replacements thereto. Tenant shall give Landlord prompt written notice of any defects or damage to the structure of, or equipment or fixtures in, the Building or any part thereof. Tenant shall surrender the Premises at the

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end of the Term in as good order and condition as they were in on the Lease Commencement Date, ordinary wear and tear excepted. In order to comply with Landlord’s sustainability practices, Tenant shall report lighting purchases (if any) to Landlord if requested by Landlord in writing in a format reasonably acceptable to Landlord.

8. ALTERATIONS BY TENANT.

A. Making of Alterations; Landlord’s Consent: Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the good faith exercise of Landlord’s sole and absolute judgment (1) exceed the capacity of, hinder the effectiveness of, or interfere with the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Premises or the Building, or (2) be visible from outside the Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost, when aggregated with all other Permitted Alterations made during the previous twelve (12) months, more than Two Hundred Thousand Dollars ($200,000) (collectively, the “Permitted Alterations”).

Any Alterations shall be made at Tenant’s expense, by its contractors, in a good, workmanlike and first-class manner, and (in the case of Alterations that are not Permitted Alterations) in accordance with complete plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord, (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all applicable Laws, and (iii) has complied with all other requirements reasonably imposed by Landlord, including, without limitation, any requirements due to the underwriting guidelines of Landlord’s insurance carriers. Landlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building’s systems and existing conditions. Landlord shall have the right, but not the obligation, to supervise the making of any Alterations. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building, shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense. If Landlord performs such work at Tenant’s request, Landlord’s property manager shall be paid Additional Rent in an amount equal to five percent (5%) of the cost of such work, and if Landlord does not perform such work and such work consists of Alterations that are other than Permitted Alterations, Landlord’s property manager shall be paid Additional Rent in an amount equal to one percent (1%) of the cost of such work. Whether or not Landlord performs such work, Landlord shall be reimbursed by Tenant for all out-of-pocket third party review fees incurred by Landlord in connection with such work. If any Alterations which require Landlord’s approval are made without the prior written consent of Landlord, or which do not conform to plans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section 8, Landlord may,

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in its sole discretion, correct or remove such Alterations at Tenant’s expense. Following completion of any Alterations, except with respect to cosmetic or decorative nonstructural Alterations which do not require Landlord’s approval, at Landlord’s request, Tenant either shall deliver to Landlord a complete set of “as built” plans showing the Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations.

B. No Liens: Tenant shall take all necessary steps to ensure that no mechanic’s or materialmen’s liens are filed against the Premises, the Building or the Land as a result of any Alterations made by the Tenant. If any mechanic’s lien is filed, Tenant shall discharge the lien within ten (10) days thereafter, at Tenant’s expense, by paying off or bonding the lien. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith, nor shall Landlord’s receipt of any fee in connection with any Alterations or Tenant’s Work or Landlord’s payment of any allowance to Tenant with respect to any work performed in or with respect to the Premises by or on behalf of Tenant be deemed to constitute a basis for Landlord’s interest in the Premises or the Building to be subjected to any lien.

C. LEED Alterations: During the Term of this Lease and any extension hereof, Tenant shall have the right, at its sole option and at its sole cost and expense (subject to the application of any construction allowance being provided by Landlord pursuant to the terms and conditions of this Lease, if applicable) to pursue a LEED certification from the U.S. Green Building Counsel for Alterations performed by Tenant in the Premises (including, but not limited to, for Tenant’s Work (as defined in the Work Agreement)). Following receipt of a written request from Tenant, Landlord shall use commercially reasonable efforts to assist Tenant in connection with Tenant’s exercise of its right hereunder to obtain such LEED certification, provided that Landlord shall not be required to incur any out-of-pocket costs in connection therewith, Landlord shall have no liability in the event that such LEED certification is not obtained by Tenant, and this Lease shall remain in full force and effect regardless of whether or not Tenant in fact obtains such LEED certification.

D. 6^th Floor Balcony: In the event that Tenant is leasing the portion of the sixth (6^th) floor of the Building adjacent to the site of the proposed balcony pursuant to the terms and conditions of this Lease, Tenant shall have the right, at its sole cost and expense (subject to the application of any construction allowance being provided by Landlord pursuant to the terms and conditions of this Lease, if applicable, as well as the Landlord’s Balcony Contribution as hereinafter defined), to construct a balcony on the sixth (6^th) floor of the Building, in accordance with all of the terms and conditions of this Section 8 and this Lease, and subject to approval from Arlington County, Virginia. Following receipt of a written request from Tenant accompanied by detailed architectural and engineering plans and specifications with respect to the proposed balcony, Landlord shall use commercially reasonable efforts to obtain all necessary approvals from Arlington County, Virginia which are required in order for Tenant to construct the balcony, provided that Landlord shall not be required to incur any out-of-pocket costs in connection therewith, Landlord shall have no liability in the event that such approval is not obtained, and this Lease shall remain in full force and effect regardless of whether or not Tenant obtains such approval or constructs the balcony. In the event that Tenant obtains approval from Arlington County, Virginia for construction of the proposed balcony, then Landlord shall reimburse Tenant for an amount equal to twenty-five percent (25%) of the hard costs of construction of such balcony, which reimbursement shall not exceed One Hundred Thousand Dollars ($100,000.00) (“Landlord’s Balcony Contribution”). Such Landlord’s Balcony Contribution shall be payable by Landlord to Tenant in

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installments in accordance with the same procedures set forth in Exhibit C attached hereto with respect to payment of the Tenant Allowance.

9. EQUIPMENT.

A. Permitted Equipment: Tenant shall not install or operate in the Premises any equipment or other machinery that, in the aggregate, will cause Tenant to use more than the Premises’ Standard Electrical Capacity, without: (i) obtaining the prior written consent of Landlord, who may condition its consent upon the payment by Tenant of Additional Rent for additional consumption of utilities, additional wiring or other expenses resulting therefrom, (ii) securing all necessary permits from governmental authorities and utility companies and furnishing copies thereof to Landlord, and (iii) complying with all other requirements reasonably imposed by Landlord. Prior to the Lease Commencement Date, Tenant shall provide Landlord with a list of all equipment that Tenant intends to install or operate in the Premises which operate on more than one hundred twenty (120) volts, and Tenant shall provide Landlord with an updated list of such equipment prior to the installation or use of any additional equipment which operates on more than one hundred twenty (120) volts. Tenant shall not install any equipment or machinery which may necessitate any changes, replacements or additions to or material changes in the use of water, heating, plumbing, air conditioning or electrical systems of the Building without obtaining the prior written consent of Landlord, who may withhold or deny its consent in its absolute discretion.

B. Payment For Excess Utility Usage: If Tenant’s equipment shall result in electrical demand in excess of the Premises’ Standard Electrical Capacity, Landlord shall have the right, in its sole discretion, to install additional transformers, distribution panels, wiring and other applicable equipment at the expense of Tenant. None of the equipment so installed shall be deemed to be Tenant’s Personal Property.

Tenant shall reimburse Landlord for the cost of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area) during any billing period over the average usage (per square foot of rentable area) during the same period for the entire Building, as reasonably calculated by Landlord.

C. Noise; Vibration; Floor Load: Business machines and equipment belonging to Tenant, which cause noise or vibration that may be transmitted to any part of the Building to such a degree as to be objectionable to Landlord or to any tenant of the Building, shall be installed and maintained by Tenant at Tenant’s expense on devices that eliminate the noise and vibration. Tenant shall not place any load upon the floor of the Premises which exceeds the per square foot load the floor was designed to carry (eighty (80) pounds per square foot for live loads and twenty (20) pounds per square foot for dead loads).

D. Additional HVAC: Landlord acknowledges that Tenant shall have the right, at Tenant’s sole cost and expense, to install, operate, repair, replace and maintain one or more supplemental heating and air conditioning units (“Additional HVAC Equipment”) on the roof of the Building, at Tenant’s option, in a location determined by Landlord in its sole and absolute discretion; provided, however, that (i) Tenant shall be solely responsible for all costs of installation, maintenance and repair of any Additional HVAC Equipment, (ii) Tenant shall be responsible for all costs of operation of such Additional HVAC Equipment (including, but not limited to, all costs of electrical consumption from such Additional HVAC Equipment), and (iii) Tenant’s installation of any Additional HVAC Equipment shall be subject to Landlord’s prior written approval in accordance with the terms and conditions of Section 8.A. hereof. Tenant shall not remove any existing convector units nor any plumbing in the Building without Landlord’s prior written consent,

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which may be withheld or denied in Landlord’s sole and absolute discretion. If appropriate, and if the base-building system has the necessary excess capacity, Tenant shall be entitled to connect the Additional HVAC Equipment to the Building’s chilled water or condenser water system at no additional charge.

10. OWNERSHIP AND REMOVAL OF PROPERTY.

A. Landlord’s Property: Any Alterations and other improvements and any equipment, machinery, furnishings and other property, installed or located in the Premises, the Building or the Land by or on behalf of Landlord or Tenant, except for Tenant’s Personal Property: (i) shall immediately become the property of Landlord, and (ii) shall be surrendered to Landlord with the Premises as a part thereof at the end of the Term; provided, however, that if Landlord requests Tenant to remove any Alterations installed by or on behalf of Tenant, Tenant shall cause the same to be removed at Tenant’s expense on or before the Lease Expiration Date, or shall reimburse Landlord for the cost of such removal, as elected by Landlord (unless Landlord expressly waives in writing the right to require such removal at the time Landlord gives its consent to the making of such Alterations).

(1) Notwithstanding the foregoing, Tenant shall not be required to remove any Alterations which constitute improvements which are typically found in businesses conducting only an office use and other incidental uses in first-class office buildings which are located in the Ballston submarket of Arlington, Virginia and which are comparable to the Building (the “Typical Non-Structural/Non-System Office Improvements”) (such items which are excluded from being Typical Non-Structural/Non-System Office Improvements being hereinafter referred to as “Items Subject to Removal”). With respect to such Items Subject to Removal, Landlord shall notify Tenant, at the time that Landlord approves Tenant’s plans for Alterations (including, but not limited to, Tenant’s Work), whether Landlord reserves the right to require removal of any such Items Subject to Removal as provided below in this Section 10.A. With respect to Items Subject to Removal, Landlord shall make its determination as to whether Landlord wishes to have such items removed upon the expiration of the Term, and Landlord shall so notify Tenant, at least one hundred eighty (180) days prior to the then scheduled Lease Expiration Date (such 180-day notice requirement being inapplicable in the event of the termination of this Lease by Landlord because of a Default), and if Landlord fails to timely notify Tenant as to which, if any, of such Items Subject to Removal must in fact be removed, Tenant shall have no further obligation to remove any Item Subject to Removal which was not thus designated by Landlord for removal; provided, however, that, at Tenant’s sole option, Tenant shall have the right to pay to Landlord an amount equal to the estimated cost of removal (as estimated by Landlord in good faith) of any such items which Landlord requires Tenant to remove, in lieu of Tenant actually performing the work necessary to remove such items; and

(2) Any raised flooring (i.e., flooring which is raised above the concrete slab, with a cavity between the raised flooring and the concrete slab), cafeteria improvements (not including kitchenettes, pantries and catering kitchens), internal stairwells, computer server rooms and any other non-standard office installations which are not typically found in first-class office buildings within the Premises shall constitute Items Subject to Removal.

B. Removal of Property At End of Term: Tenant shall remove all of Tenant’s Personal Property, and all computer cabling and wiring installed by or on behalf of Tenant (irrespective of whether such cabling and wiring constitutes Tenant’s Personal Property under the terms of this Lease, and at Tenant’s expense, using a contractor approved in advance by Landlord in writing), from the Building and the Land on or before the Lease Expiration Date; provided, however, that in the event Landlord knows as of the Lease Expiration Date either (i) that the succeeding tenant of the Premises desires that Tenant’s cabling and wiring be left in

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place or (ii) that the leasehold improvements in the Premises will be demolished to prepare the Premises for occupancy by another tenant, then Tenant shall have no obligation to remove its cabling and wiring. Any personal property belonging to Tenant or to any other person or entity which is left in the Building or on the Land after the date this Lease is terminated for any reason shall be deemed to have been abandoned. In such event, Landlord shall have the right to store such property at Tenant’s sole cost and/or to dispose of it in whatever manner Landlord considers appropriate, without waiving its right to claim from Tenant all expenses and damages caused by Tenant’s failure to remove such property, and Tenant and any other person or entity shall have no right to compensation from or any other claim against Landlord as a result.

11. LANDLORD’S ACCESS TO PREMISES.

Landlord may at any reasonable time and upon reasonable prior notice (which notice may be given verbally and may be as short as one (1) day and which notice shall not be required in the event of an emergency) enter the Premises to examine them, to make alterations or repairs thereto or for any other purposes which Landlord considers necessary or advisable; however, in the case of any emergency, Landlord and its agents may enter the Premises at any time and in any manner. Tenant shall allow the Premises to be exhibited by Landlord: (i) at any reasonable time to representatives of lending institutions or to prospective purchasers of the Building, and (ii) at any reasonable time during the last twelve (12) months of the Term to persons who may be interested in leasing the Premises. Landlord reserves the right and shall be permitted reasonable access to the Premises to install facilities within and through concealed portions of the Premises and to install and service any systems deemed advisable by Landlord to provide services or utilities to any tenant of the Building. Landlord agrees that in the exercise of its rights pursuant to this Section 11, Landlord shall not unreasonably interfere with Tenant’s business operations in the Premises.

12. SERVICES AND UTILITIES.

A. Services Provided: Throughout the Term hereof, Landlord shall provide the following to Tenant, without additional charge, except as otherwise provided herein (including, but not limited to, as provided in Sections 5 and 1.BB. hereof) in a manner commensurate with the manner in which such services are provided in comparable office buildings in Arlington, Virginia:

(1) Elevator service for common use, subject to call at all times (by means of all six (6) elevator cabs during Building Hours and at least one (1) elevator cab outside of Building Hours, in all cases subject to temporary interruptions of service for maintenance, repairs or replacement, in which case Landlord shall use commercially reasonable efforts to minimize the duration and scope of any such interruption), including Sundays and Holidays.

(2) Central heating and air conditioning during Building Hours, exclusive of Holidays, during the seasons of the year and within the temperature ranges usually furnished in comparable office buildings in Ballston, Virginia. Landlord shall provide heat and air conditioning at other times at Tenant’s expense, provided that Tenant gives Landlord notice by 1:00 p.m. on weekdays for after-hour service on the next weekday, one (1) business day’s notice before a Holiday for service on such Holiday and one (1) business day’s notice for after-hour service on Saturday or Sunday. Landlord shall charge Tenant for such after-hour, Holiday and special weekend HVAC service at Landlord’s “Actual Cost,” which shall mean the sum of the actual costs incurred by Landlord in providing after-hours HVAC service, including Landlord’s direct costs, engineering labor costs, depreciation related to the increased utilization of equipment to provide the service, costs related to repair and maintenance due to such service, and Landlord’s estimate of related

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administrative costs for such service but without markup, management fees or other such costs. The cost for overtime HVAC service as of the date hereof is Twenty-Five Dollars ($25.00) per hour per floor, and such rate is subject to increase from time to time throughout the Term hereof based upon Landlord’s Actual Cost.

(3) Cleaning and char services.

(4) Electrical facilities to furnish electricity up to the Premises’ Standard Electrical Capacity (including the replacement of Building standard light bulbs in Building standard light fixtures, it being agreed that if Landlord replaces any other light bulbs in the Premises, Tenant shall pay Landlord the cost of such bulbs and all labor costs incurred by Landlord in connection therewith within fifteen (15) days after Landlord’s written demand therefor).

(5) Rest room facilities.

(6) Routine maintenance, painting and electrical lighting service for all Common Areas of the Building.

(7) Reasonable access to the Premises at all times, subject to such access control procedures, restrictions and other regulations as Landlord may promulgate, including up to two hundred fifty (250) electronic access cards for Tenant’s employees at no additional cost to Tenant, and thereafter, each additional or replacement access card shall be purchased from Landlord at the then prevailing rate being charged by Landlord for such electronic access card.

(8) At any time that Tenant is then leasing all of the rentable office area on the fifth (5^th) and sixth (6^th) floors of the Building, Tenant may utilize the Building’s core stairwells (the “Base Building Stairwells”) as a means of travel between the fifth (5^th) and sixth (6^th) floors, and may install in such Base Building Stairwells between the fifth (5^th) and sixth (6^th) floors an access control system (“Tenant’s Access Control System”); provided, however, that (i) Tenant’s Access Control System shall be compatible with the Building’s access control system, (ii) Landlord’s access to the Premises shall not be affected by Tenant’s installation of Tenant’s Access Control System, and (iii) if Tenant elects to install Tenant’s Access Control System, then Tenant shall use a contractor which has been approved in advance in writing by Landlord in Landlord’s sole and absolute discretion, to install and maintain Tenant’s Access Control System. Tenant’s Access Control System may tie into the Building’s perimeter access control system, in which case Tenant shall reimburse Landlord for any actual costs reasonably incurred by Landlord with respect to Tenant’s tie-in to the Building’s access control system or the installation by Tenant of any additional access control system or equipment within the Base Building Stairwells, within thirty (30) days after presentment of any bill therefor by Landlord. In the event that Tenant elects to install Tenant’s Access Control System, Tenant, at its sole cost and expense, shall have the right to make cosmetic Alterations to the portion of the Base Building Stairwells which is located between the fifth (5^th) and sixth (6^th) floors of the Building (including carpeting, wall paint, handrail paint and lighting), In accordance with the terms and conditions of this Lease, including, but not limited to, Section 8 hereof. Tenant shall have the right to have Tenant’s Access Control System lock off access from the Base Building Stairwells into the Premises on the fifth (5^th) and sixth (6^th) floors of the Building, provided that access to and access through the Base Building Stairwells (including, but not limited to, the portion thereof which is located between the fifth (5^th) and sixth (6^th) floors of the Building) remains unimpeded and accessible by all occupants of the Building at all times. In the event Tenant is at any time leasing only a portion of the space on the sixth (6^th) floor of the Building, and such space leased by Tenant on the sixth (6^th) floor of the Building includes the access door from one of the Base Building Stairwells (i.e., such door is not situated in the Common Areas of the sixth (6^th) floor), then Tenant shall have the rights described above with respect to the one stairwell that includes the door situated within

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the Premises, provided that the exercise of such rights by Tenant do not affect the multi-tenanted floor in Landlord’s reasonable opinion, and further provided that such rights shall be subject to (i) all approvals required from Arlington County, Virginia having been obtained by Tenant, at its sole cost and expense, and (ii) all applicable Laws, including, but not limited to, any Laws affecting fire and life safety systems, and (iii) there being no affect on the ability of the floor to be multi-tenanted.

(9) During normal business hours, Monday through Friday (excluding Holidays), a concierge in the main lobby of the Building. Additionally, at such times as the Building is not staffed by a concierge, an access control person will be stationed at the concierge desk in the main lobby of the Building. In addition, an access control person shall be present in the Building at all times.

(10) Access to the bicycle storage area on the P-1 level of the Building’s parking garage, and, upon receipt of written request from Tenant, Tenant’s proportionate share of key fob access based upon the number of square feet of area being leased by Tenant hereunder versus the number of rentable square feet in the Building.

(11) Routine access and use of the Building’s loading dock and freight elevator during construction of the Tenant’s Work and move-in to the Premises and throughout the Term of this Lease, at no charge. Tenant shall coordinate its use of the loading dock and freight elevator of the Building with Landlord.

B. Failure to Provide Services: Landlord shall have no liability to Tenant or others based on any failure by Landlord to furnish the foregoing, due to Unavoidable Delays, repair or maintenance work or any other reason, and such failure shall neither render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor cause a diminution or abatement of Rent nor relieve Tenant of any of Tenant’s obligations hereunder. Notwithstanding the foregoing, if any of the services to be provided by Landlord pursuant to this Section 12 is suspended and such suspension renders the Premises untenantable and continues for more than five (5) consecutive business days, if the reason for the suspension or the continuation of the suspension is anything other than an Unavoidable Delay, all Monthly Base Rent and Additional Rent due hereunder shall be abated for the period commencing on the sixth (6^th) consecutive business day of such suspension and concluding on the date that the service has been restored.

C. Conservation: Tenant hereby agrees to comply with all energy conservation procedures, controls and requirements instituted by Landlord pursuant to any government regulations or otherwise in good faith, including but not limited to controls on the permitted range of temperatures, the volume of energy consumption or the hours of operation of the Building. Institution by Landlord of such controls and requirements shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder.

D. Recycling: Without limiting the foregoing, Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Laws of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that any of them or this Lease impose on Tenant duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Section 12.D., and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, using counsel reasonably satisfactory to Landlord.

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E. Sustainability Initiatives: Landlord may, from time to time, decide to develop, maintain and/or operate the Building in accordance with third-party accreditations, ratings or certifications that relate to sustainability issues, energy efficiency or other comparable goals. Should Landlord make such a decision Tenant shall cooperate with Landlord’s efforts in that regard by providing Landlord, not more often than once per year, with information within thirty (30) days after a request is made about Tenant’s occupancy as may be required by any such third-party agency, such as staffing levels, hours of operation, utility usage, commuting patterns (to the extent reasonably determinable), cleaning methods, build-out materials and techniques, furniture, fixtures and equipment inventories, and other purchasing information. The foregoing provisions shall apply whether Landlord affirmatively seeks an accreditation, rating or certification under a third party sustainability standard and to thereafter maintain the accreditation, rating or certification, or to operate voluntarily in accordance with some or all of such third party sustainability standards but without formally obtaining the accreditation, rating or certification.

Any carbon offset credits, renewable energy credits, tradable renewable credits, energy saving certificates, rebates, incentives, offsets, allowances and other similar entitlements, now or hereafter existing (“Carbon Offset Credit”) received by the Property or by Landlord and applicable to the Property shall belong to Landlord except to the extent, if any, to which (i) Tenant may be entitled to them under applicable Laws, in which event Tenant shall be entitled to the Carbon Offset Credit to the extent required by Laws, (ii) the same arise directly from any action or activity undertaken by Tenant itself in the Premises that result in decreased consumption of natural resources by the Building or the avoidance of environmental impacts on air, soil or water, or (iii) Tenant may have paid as an Operating Expense or contributed to a cost or program that obtained the Carbon Offset Credit and Tenant is not compensated under preceding clause (i) of this subsection, in which event Tenant shall be entitled to an equitable share of such Carbon Offset Credit, as determined by Landlord in its reasonable discretion, after first netting out the costs of participating in the carbon reduction program and/or of obtaining the credit.

Tenant shall install occupancy sensors on all light fixtures as required by applicable Law so that they automatically switch off when an area is unoccupied. Such sensors may be installed with manual overrides for areas that are normally occupied, such as individual offices and conference rooms.

Landlord may, at any time and from time to time, install and maintain a vegetated green roof on the Building. The cost of installation shall be borne solely by Landlord as a capital cost and the maintenance of such shall not be included in Operating Expenses.

F. Sharing Sustainability Information: Each party shall provide the other party, upon request made from time to time, with such information about the Building (in the case of a request made to Landlord) or of the Premises (in the case of a request made to Tenant) as may be in the possession of the party of whom the request is made or of its architects, engineers or other consultants as may be applicable to determining or maintaining the sustainability of the Building and/or the Premises. This information may include, but shall not be limited to, information provided to the U.S. Green Building Council or the Green Building Initiative, or their affiliates or subsidiaries, or any comparable third-party certification agencies now or hereafter in existence, to substantiate any third-party rating. Each party shall hold the information so received from the other party as confidential except for its limited use to evidence compliance with any sustainability standard. A party shall not use, nor allow any of its parent, subsidiary or affiliated

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entities or architects, engineers, other consultants or advisors, subtenants, assignees or others claiming by or through that party to use, any of such information to challenge any sustainability score, rating, certification or other approval granted by any third party.

G. Electricity: Notwithstanding anything to the contrary contained in this Lease, the costs of all electricity utilized in the Premises (including, but not limited to, all electricity utilized by lighting, air handling units, VAV boxes and any Additional HVAC Equipment (as defined in Section 9.E. hereof) serving the Premises, but excluding electricity for central plant equipment that serves the Building’s central heating and air conditioning systems, including, for example, the Building’s chiller and cooling tower, which costs shall be included in Operating Expenses) shall be submetered by Landlord, and Tenant shall pay to Landlord the full amount of the costs of such electrical consumption from time to time within thirty (30) days following receipt of a bill from Landlord for such costs; provided, however, that in the event that at any time a portion of the Premises is located on a floor in the Building that is less than a full floor leased by Tenant, Tenant shall pay its pro rata share of the cost of electricity used by items such as lighting, air handling units and VAV boxes on such floor, based on the ratio of the rentable square footage of the portion of the Premises located on such floor to the total rentable square footage on such floor. All submeter(s) necessary to measure electrical consumption on full floors being leased by Tenant have been or shall be installed by Landlord, at Landlord’s sole cost and expense; however, in the event Tenant desires to install a submeter to measure electricity consumption within any portion of the Premises located on a floor in the Building that is less than a full floor leased by Tenant, then in lieu of Tenant paying its pro rata share of the cost of electricity as described in the immediately preceding sentence, such submeter shall be installed at Tenant’s expense, and thereafter Tenant shall pay for the actual consumption of electricity within such portion of the Premises consisting of less than a full floor (rather than a pro rata share of the electricity consumed by all tenants on such floor). The maintenance, repair and replacement of such submeter(s) shall be Tenant’s sole responsibility, at Tenant’s sole cost and expense.

13. RULES AND REGULATIONS.

Tenant shall abide by and observe the rules and regulations attached hereto as Exhibit D and such other rules and regulations as may be made by Landlord from time to time, provided that such rules and regulations shall not be materially inconsistent with the provisions of this Lease. Nothing contained in this Lease or in any rules and regulations shall be interpreted to impose upon Landlord any obligations to enforce against any tenant its rules and regulations, or the provisions of any lease with any other tenant, and Landlord shall not be liable to Tenant or any other entity for any violation of said rules, regulations or lease provisions. Landlord shall use reasonable efforts not to enforce any rule or regulation in a manner which unreasonably discriminates among similarly situated tenants.

14. REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.

A. Repairs: Except as otherwise expressly provided in this Lease (including the insurance and waiver of subrogation provisions), all injury, breakage and damage to the Land, the Building or the Premises, caused by any act or omission of Tenant shall be repaired by and at the sole expense of Tenant, except that if Tenant fails to do so within the applicable notice and cure period set forth in this Lease, or such shorter period of time as Landlord, in its sole but reasonable discretion, determines is appropriate under the circumstances in order to protect the Land, the Building or any of the occupants thereof, Landlord shall have the right, at its option, to make such repairs and to charge Tenant for all reasonable costs and expenses incurred in connection

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therewith as Additional Rent payable within ten (10) days after the rendering of a bill therefor. Tenant shall notify Landlord promptly of any injury, breakage or damage to the Land, the Building, or the Premises caused by Tenant. Notwithstanding any other provision of this Lease, it is expressly understood and agreed that no property or assets of any individual board member, director, partner, owner or employee of Tenant shall be subject to levy, execution, or other enforcement proceedings or other judicial process for the satisfaction of any judgment or any other right or remedy of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises.

B. Indemnification: Except as otherwise expressly provided in this Lease (including the insurance and waiver of subrogation provisions) and except to the extent caused by the negligence or willful misconduct of Landlord or its agents or employees, Tenant hereby agrees to indemnify and hold Landlord harmless from and against all costs, damages, claims, liabilities and expenses, including attorneys’ fees (but excluding any consequential damages, except such as become payable as a result of Tenant’s failure to perform its obligations under Section 21 or Section 36 hereof), suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from: (i) Tenant’s use and occupancy of the Premises or the business conducted by Tenant therein or Tenant’s presence in the Building or on the Land, (ii) the making by Tenant of any Alterations, (iii) any negligent or wrongful act or omission of Tenant or its employees, agents or invitees, and (iv) any breach or default by Tenant in the observance or performance of its covenants and obligations under this Lease.

C. Landlord’s Indemnification: Subject to Section 17.A.(d) and the terms of the previous paragraph, Landlord agrees to indemnify Tenant and hold Tenant harmless from and against any and all claims, suits, damages, costs, expenses, (including reasonable attorneys’ fees and court costs) and causes of action to the extent (i) occasioned by any act or omission of Landlord, its agents, or employees which constitutes negligence or willful misconduct (except to the extent such claim, damage or other liability is caused by the negligent or intentional act or omission of Tenant, its agents, employees or invitees); however, in no event shall Landlord be liable for any consequential damages. The indemnification obligations of Landlord set forth in this Section 14.C shall survive the expiration or earlier termination of this Lease.

15. LIMITATION ON LANDLORD LIABILITY.

A. Liability Standard: Landlord shall not be liable to Tenant or any other individual or entity claiming by or through Tenant for any damage, loss or claim whatsoever, except damages, losses and claims that are the direct result of Landlord’s negligence or willful misconduct; however, in no event shall Landlord be liable for consequential damages.

B. Limitation on Total Liability: Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises, shall be limited to the estate of Landlord in the Building. No other property or assets of Landlord or any partner or owner of Landlord shall be subject to levy, execution, or other enforcement proceedings or other judicial process for the satisfaction of any judgment or any other right or remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises.

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16. FIRE AND OTHER CASUALTY.

If the Premises shall be damaged by fire or other casualty, other than as a result of the gross negligence or willful misconduct of Tenant, this Lease shall not terminate and, upon adjustment of insurance claims, Landlord shall repair the damage, provided that Landlord shall have no obligation to repair damage to or replace Tenant’s Personal Property. Except as otherwise provided herein, if any part of the Premises are rendered untenantable by reason of any such damage, Rent shall abate from the date of the damage to the date the damage is repaired, as determined by Landlord, in the proportion that the area of the untenantable part bears from time to time to the total area of the Premises. No compensation or reduction of Rent shall be paid or allowed for inconvenience, annoyance or injury to Tenant or Tenant’s business arising from any damage to or repair of the Premises or the Building.

Notwithstanding anything herein to the contrary, if (i) (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration, (2) the holder of any Mortgage fails or refuses to make insurance proceeds available for such repair and restoration, (3) zoning or other applicable Laws do not permit such repair and restoration, or (4) the Building is damaged by fire or casualty (whether or not the Premises has been damaged) to such an extent that Landlord decides, in its sole and absolute discretion, not to rebuild or reconstruct the Building, then Landlord, at its option, may give Tenant, within sixty (60) days after the casualty, written notice of termination of this Lease, and this Lease and the Term shall terminate (whether or not the Term has commenced) upon the expiration of thirty (30) days from the date of the notice, with the same effect as if the new expiration date had been the Lease Expiration Date, and all Base Rent and Additional Rent payable pursuant to Section 5 of this Lease shall be apportioned as of such date and (ii) if Landlord estimates to Tenant in writing that the restoration of the Premises and the Building cannot be completed by the two hundred seventieth (270th) day following the date of the casualty, then either Landlord or Tenant may terminate this Lease by written notice to the other of them, which notice shall be given by Tenant, if at all, within ten (10) business days following the date of such written estimate. If the restoration of the Premises and the Building has not been completed by the two hundred seventieth (270th) day following the date of the casualty, either Landlord or Tenant may terminate this Lease by written notice to the other of them, which notice shall be given by Tenant, if at all, within ten (10) business days following such 270th day.

If the Premises or the Building shall be damaged by fire or other casualty due to the gross negligence or willful misconduct of Tenant: (i) Landlord shall have no obligation to repair the Premises or the Building, (ii) this Lease shall, at Landlord’s option, not terminate, and (iii) Landlord may pursue any legal and equitable remedies available to it.

17. INSURANCE.

A. Tenant’s Insurance:

(a) Throughout the Term, Tenant shall obtain and maintain the following:

(1) Commercial General Liability insurance (written on an ISO occurrence form or equivalent basis) including contractual liability coverage insuring the obligations assumed by Tenant under this Lease (including those set forth in Sections 14.B. and 36.B.), premises and operations coverage, broad form property damage coverage and independent contractors coverage, and personal injury with a minimum of Two Million Dollars ($2,000,000) each occurrence and Three Million Dollars ($3,000,000) general aggregate. If the policy also covers locations other than the Premises, the policy shall include a provision to the effect that

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the aggregate limit of Three Million Dollars ($3,000,000) shall apply separately at the Premises. The policy limits may be obtained through any combination of primary and excess insurance.

(2) Property Insurance written on a “Special Cause of Loss” form covering Tenant’s business personal property, stock, and, if applicable, inventory, and leasehold improvements at 100% of the full replacement value written with a deductible of not more Five Thousand Dollars ($5,000). Such property insurance shall be in an amount not less than that required to replace all of the original tenant improvements installed in the Premises pursuant to Exhibit C attached hereto or Section 3 hereof, as applicable, and made a part hereof, all Alterations and all other contents of the Premises (including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment and personal property).

(3) Business income and extra expense insurance in an amount equal to or greater than the equivalent of the sum of twelve (12) monthly installments of Base Rent and twelve (12) monthly installments of Additional Rent payable pursuant to Section 5 hereof.

(4) Comprehensive automobile liability insurance (covering automobiles owned by Tenant, if any and hired and non-owned automobiles). Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) bodily injury and property damage for each accident

(5) worker’s compensation insurance providing statutory limits as required by the jurisdiction in which the Building is located and employer’s liability insurance with minimum limits of $500,000 each accident, $500,000 each employee-disease and $500,000 policy limit-disease.

(b) All insurance carried by Tenant pursuant to Section 17.A.(a) hereof shall: (1) be issued by a company that is licensed to do business in the jurisdiction in which the Building is located, that has been approved in advance by Landlord and that has a rating equal to or exceeding A-X from Best’s Insurance Guide; (2) name Landlord, the managing agent of the Building and the holder of any Mortgage as additional insureds/loss payees (as applicable) providing an Additional Insured — Managers or Lessors of Premises Endorsement (#CG-20-11-01-96 or equivalent); (3) in the case of Tenant’s property insurance, include a provision that such policy shall remain in full force and effect notwithstanding that the insured may have waived its right of action against any party prior to the occurrence of a loss (Tenant hereby waiving its right of action and recovery against and releasing Landlord and its employees and agents (including, but not limited to, Landlord’s managing agent) from any and all liabilities, claims and losses for which they may otherwise be liable to the extent Tenant is covered by property insurance carried or would have been covered by property insurance it is required to carry under this Lease); (4) in the case of Tenant’s property insurance, provide that the insurer thereunder waives all right of recovery by way of subrogation against Landlord, its partners, agents (including, but not limited to, Landlord’s managing agent), employees, and representatives, in connection with any loss or damage covered by such policy; (5) be acceptable in form and content to Landlord; (6) be primary and non-contributory; (7) include a provision for cross liability and severability of interests; and (8) provide that the policy shall not be subject to cancellation, failure to renew, reduction of amount of insurance or change in coverage without the insurer first giving Landlord and any Mortgagee thirty (30) days’ prior written notice (10 days in the case of non-payment of premiums) of such proposed action, if such a provision is obtainable from Tenant’s insurer, or, if not, such notice shall be given by Tenant to Landlord. No such policy shall contain any deductible provision that is not a commercially reasonable deductible. Landlord reserves the right from time to time to require Tenant to obtain higher minimum

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amounts or different types of insurance if it becomes customary for other landlords of first-class office buildings in the Washington, D.C., metropolitan area to require similar sized tenants in similar industries to carry insurance of such higher minimum amounts or of such different types of insurance, provided that such insurance is commercially available. Tenant shall deliver a certificate (on Acord Form 28) of all such insurance (and, upon request, copies of all required insurance policies, including endorsements and declarations) to Landlord concurrently with Tenant’s execution of this Lease and at least annually thereafter. Tenant shall give Landlord immediate notice in case of fire, theft or accident in the Premises, and in the case of fire, theft or accident in the Building if involving Tenant, its agents, employees or Invitees. Neither the issuance of any insurance policy required under this Lease nor the minimum limits specified herein shall be deemed to limit or restrict in any way Tenant’s liability arising under or out of this Lease.

Except for the indemnification contained in Section 36.B. hereof with respect to Hazardous Materials, neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income, even though such loss or damage might have been occasioned by the negligence of such party or its agents or employees. The provision of this Section 17.A.(b) shall not limit the indemnification for liability to third parties pursuant to Section 14 hereof. In the event of a permitted sublease or other occupancy agreement for all or a portion of the Premises, the subtenant or occupant shall expressly agree in writing to be bound by the provisions of this Section 17.A.(b) (as if such subtenant or occupant were Tenant hereunder) for the benefit of Landlord.

B. Tenant’s Contractor’s Insurance:

Tenant shall require any contractor of Tenant performing work on the Premises to carry and maintain at no expense to Landlord, a non-deductible:

(c) Commercial general liability insurance policy, including (but not limited to) completed operations and contractual liability coverage, to afford protection with respect to personal injury, death or property damage of not less than Three Million Dollars ($3,000,000) per occurrence combined single limit/Three Million Dollars ($3,000,000) general aggregate (but not less than $3,000,000 per location aggregate);

(d) Comprehensive automobile liability insurance policy with a combined single limit for each occurrence of not less than One Million Dollars ($1,000,000) with respect to personal injury or death and property damage; and

(e) Worker’s compensation insurance policy or similar insurance in form and amounts required by law.

C. Landlord’s Insurance: Landlord agrees to carry and maintain special cause of loss property insurance (with replacement cost coverage) covering the Building and Landlord’s property therein in an amount required by its insurance company to avoid the application of any coinsurance provision. Landlord shall secure a waiver of subrogation endorsement from its insurance carrier. Landlord also agrees to carry and maintain commercial general liability insurance in limits it reasonably deems appropriate.

D. Effect of Tenant’s Activities on Insurance: Tenant shall not conduct or permit to be conducted any activity, or place any equipment in or about the Land, the Building or the Premises which will increase the rate of, or make void or voidable, any fire or other insurance maintained or required to be maintained by Landlord or any Mortgagee on the Building, the Land or the property kept thereon or therein, which will conflict with the provisions of any such insurance policy or which will make it impracticable for Landlord to obtain insurance covering any risks against which Landlord reasonably deems it advisable to obtain insurance. This

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Section 17.C. shall not be applicable if Tenant is conducting only the permitted use pursuant to Section 6.A. of this Lease at the Premises, and such use is being conducted in accordance with all applicable Laws in accordance with the provisions of this Lease. In the event any increases in the rates of such insurance are, in Landlord’s reasonable judgment, due to Tenant’s presence in the Building, to any activity conducted or property installed or placed by Tenant on or about the Land, the Building or the Premises or to Alterations installed by Tenant or at Tenant’s request, Tenant shall reimburse Landlord for the amount of such increases promptly upon demand therefor. Statements by the applicable insurance company or insurance rating bureau that such increases are due to any of Tenant’s activity, property or improvements shall be conclusive for the purposes of determining Tenant’s liability hereunder.

E. Termination Right: Landlord shall have the right to terminate this Lease upon thirty (30) days notice to Tenant in the event Landlord receives notice from any of Landlord’s insurance carriers that such carrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice, due to the activities of Tenant or the presence of Tenant in the Building. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the cancelled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by such new insurance carrier. It is expressly understood that Landlord shall not have the right to terminate this Lease pursuant to this Section 17.E. if any cancellation or rate increase is due to factors generally applicable to the insurance or rental market, rather than to Tenant’s activities or presence in the Building.

18. CONDEMNATION.

A. Landlord’s Right to Terminate: If a substantial part of the Premises, the Building or the Land is taken or condemned by any governmental or quasi-governmental authority for any purpose or is granted to any authority in lieu of condemnation (collectively, a “taking”), Landlord shall have the right in its sole discretion to terminate this Lease by written notice to Tenant, and upon the giving of such notice, the Term shall terminate as of the date title vests in the authority, and Base Rent and Additional Rent payable pursuant to Section 5 hereof shall be abated as of that date. For purposes of this Section 18, a substantial part of the Premises, the Land or the Building shall be considered to have been taken if, in the sole opinion of Landlord, the taking shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building.

B. Adjustment of Rent: If a portion of the Premises is taken and Landlord does not elect to terminate this Lease pursuant to Section 18.A. hereof, then Base Rent and Additional Rent payable pursuant to Section 5 hereof shall be equitably adjusted as of the date title vests in the authority and this Lease shall otherwise continue in full force and effect.

C. Division of Award: Tenant shall have no claim against Landlord arising out of or related to any taking, or for any portion of the amount that may be awarded as a result, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Term, loss of profits or goodwill, leasehold improvements or severance damages, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any such award; provided, however, that Tenant may assert any claim it may have against the authority for compensation for Tenant’s Personal Property and for any relocation expenses compensable by statute, as long as such awards shall be made in addition to and stated separately from the award made for the Land, the Building and the Premises.

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D. Tenant’s Right to Terminate: If 33% or more of the Premises is taken or condemned by a governmental or quasi-governmental authority, or if Landlord after a taking cannot provide at least 66% of the parking spaces required herein either at the Building or reasonably nearby, Tenant may terminate this Lease by written notice to Landlord.

19. DEFAULT.

A. Default of Tenant: The following events shall be a default by Tenant (a “Default”) under this Lease:

(1) Failure of Tenant to pay Rent as and when due; provided, however, that with respect to the first two (2) such failures in any twelve (12) month period only, no Default shall be deemed to have occurred unless such failure continues for a period of five (5) business days after written notice thereof from Landlord to Tenant.

(2) Failure of Tenant to comply with or perform any covenant or obligation of Tenant under this Lease, if the failure continues for thirty (30) days after notice from Landlord to Tenant specifying the failure, other than (i) those concerning the payment of Rent, (ii) those set forth in any of Sections 21, 35, 36 and 38 hereof, as to which there shall be no cure rights hereunder, (iii) those set forth in Sections 8.B. and 22 hereof, as to which Tenant shall be entitled to five (5) business days after notice from Landlord to Tenant specifying the failure within which to cure same, (iv) those set forth in Sections 17 and 26 hereof, as to which Tenant shall be entitled to one (1) business day after notice from Landlord to Tenant specifying the failure within which to cure same, and (v) any Default arising under subsections (5) or (6) of this Section 19.A.; provided, however, that if the failure on the part of Tenant is not capable of being cured within such 30-day period but Tenant expeditiously commences to cure same and diligently proceeds with such cure, Tenant’s time to cure such failure shall be extended for the time necessary to cure same, but in no event longer than ninety (90) days, inclusive of the original 30-day period.

(3) [Intentionally omitted.]

(4) If Tenant, any Guarantor or, if Tenant is a partnership, any partner of Tenant (“Partner”), shall file a voluntary petition in bankruptcy or insolvency, shall be adjudicated bankrupt or insolvent or shall file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other Laws, or shall make an assignment for the benefit of creditors, or shall seek or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of any Guarantor or Partner or of all or any part of the property of Tenant or of such Guarantor or Partner.

(5) If, within thirty (30) days after the commencement of any proceeding against Tenant or any Guarantor or Partner, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future applicable federal, state or other Laws, such proceeding shall not have been dismissed or if, within thirty (30) days after the appointment of any trustee, receiver or liquidator of Tenant or any Guarantor or Partner, or of all or any part of the property of Tenant or of any Guarantor or Partner, without the acquiescence of such individual or entity, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall have been issued against the property of Tenant or of any Guarantor or Partner, pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied.

(6) If Tenant fails to take possession of the Premises on the Lease Commencement Date or vacates, abandons or ceases to carry on its ordinary activities in the Premises prior to the Lease Expiration Date, with or without an intention of paying Rent; provided, however, that if (i) Tenant gives Landlord at least thirty (30) days prior written notice that it intends to vacate the

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Premises, (ii) Tenant pays the full amount of all Rent when due under this Lease while the Premises are vacant, (iii) the fact that the Premises are vacant does not adversely affect the Building or other tenants therein and does not result in any liability to, or expenditure of funds by, Landlord, and (iv) Tenant leaves the Premises, and continues to maintain the Premises, in the condition required by this Lease throughout the remainder of the Term, then, and in such event only, Tenant shall not be deemed to be in Default under this Section 19.A.(6).

B. Remedies Upon Default: Upon the occurrence of a Default, Landlord shall have the right, then or at any time thereafter:

(1) Without demand or notice, to reenter and take possession of all or any part of the Premises, to expel Tenant and those claiming through Tenant and to remove any property therein, either by summary proceedings or by any other action at law, in equity or otherwise, with or without terminating this Lease, without being deemed guilty of trespass and without prejudice to any other remedies of Landlord for breach of this Lease, and/or

(2) To terminate this Lease by written notice to Tenant, whereupon this Lease shall terminate on the date specified in Landlord’s notice, and Tenant’s right to possession of the Premises shall cease as of such date.

If Landlord elects to terminate this Lease, everything contained in this Lease on the part of Landlord to be done shall cease, without prejudice to Landlord’s right to recover from Tenant all Rent, as set forth in Sections 19.C. and 19.D. below. If Landlord elects to reenter pursuant to Section 19 above, Landlord may terminate this Lease, or, from time to time without terminating this Lease, may relet all or any part of the Premises as the agent of Tenant, for such term, at such rental and upon such other provisions as Landlord deems acceptable, with the right to make any alterations and repairs to the Premises that Landlord deems appropriate, at Tenant’s expense. No such reentry or taking of possession of the Premises shall be construed as an election to terminate this Lease, unless notice of such intention is given pursuant to Subsection B.(2) above, or unless termination be decreed by a court of competent jurisdiction at the instance of Landlord. Landlord shall use commercially reasonable efforts to relet the Premises, provided that Landlord shall not be required to: (i) relet the Premises in preference to any other space in the Building; (ii) relet the Premises to any party that Landlord could reasonably reject as a transferee under Section 23 of this Lease, that would use the Premises in violation of any restriction applicable to the Premises or, in the absence of a restriction, in a manner duplicative of any other exclusive use for an existing occupant of the Building, or that would use the Premises for any use inconsistent with the operation of a first class office Building; (iii) perform any tenant improvements, grant any allowances, grant any “free rent”, or otherwise pay any sums or grant any monetary concessions in order to obtain a new tenant; (iv) observe any instruction given by Tenant about the reletting process or accept any tenant offered by Tenant unless the offered tenant leases the entire Premises and the criteria of this subsection are otherwise fully met; (v) solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises or Tenant has delivered notice to Landlord acknowledging that Landlord is entitled to immediate possession of the entire Premises, including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant; (vi) lease the Premises to a prospective tenant for a rental less than the current fair market rental then prevailing for comparable space in comparable buildings in the Ballston submarket of Virginia, taking into account market concessions such as free rent and tenant allowances then being offered with respect to comparable premises in such comparable buildings; or (vii) enter into a lease with any prospective tenant which does not have, in Landlord’s sole judgment, sufficient financial resources or operating experience to operate the Premises in a high quality manner.

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C. Liability of Tenant: If Landlord terminates this Lease or reenters the Premises (with or without terminating this Lease), Tenant shall remain liable (in addition to all other liabilities of Tenant accrued at the time of the Default) for the sum of (i) any unpaid Rent accrued prior to the time of termination and/or reentry, as the case may be, plus interest thereon from the due date at the Default Rate, (ii) all Base Rent and Additional Rent provided for in this Lease from the time of termination and/or reentry, as the case may be, until the date this Lease would have expired had a Default not occurred, plus interest thereon from the due date at the Default Rate, (iii) any and all expenses (including but not limited to reasonable attorneys’ and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default; minus the net proceeds (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) actually received by Landlord, if any, from any reletting to the extent attributable to the period prior to the date this Lease would have expired had a Default not occurred. Landlord shall have the option to recover any damages sustained by Landlord either at the time of reletting, if any, or in separate actions from time to time as said damages shall have been made more easily ascertainable by successive relettings or, at Landlord’s option, to defer any such recovery until the date this Lease would have expired in the absence of a Default, in which event Tenant hereby agrees that the cause of action shall be deemed to have accrued on the aforesaid date. The provisions of this Section 19.C. shall be in addition to, and shall not prevent the enforcement of, any claim Landlord may have for anticipatory breach of this Lease.

D. Liquidated Damages: In addition to Landlord’s rights pursuant to Section 19.C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Lease from the date of Landlord’s demand for liquidated damages (“Landlord’s Demand”) until the date this Lease would have terminated in the absence of the Default, discounted to present value at the rate of five percent (5%) per annum (the “Discount Rate”), (ii) all unpaid Rent accrued prior to the time of Landlord’s Demand, plus interest thereon from the due date at the Default Rate, (iii) any and all expenses (including but not limited to reasonable attorneys’ and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default; minus the sum of (a) the net fair market rental value of the Premises for the period referred to in Section 19.D.(i) above, discounted to present value at the Discount Rate, and (b) any sums actually paid by Tenant to Landlord pursuant to Subsection C. above; provided, however, that if said damages shall be limited by law to a lesser amount, Landlord shall be entitled to recover the maximum amount permitted by law. The “net fair market rental value” referred to in Section 19.D.(a) above shall be the fair market rental value of the Premises at the time of Landlord’s Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the area of the Premises at the time of Landlord’s Demand. If reletting is accomplished within a reasonable time after Lease termination, the “net fair market rental value” referred to in Section 19.D.(a) above shall be deemed prima facie to

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be the net rental income (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) realized upon such reletting.

E. Waiver: Tenant, on its own behalf and on behalf of all persons and entities claiming through Tenant, including but not limited to creditors of Tenant, hereby waives any and all rights and privileges which Tenant and such other persons and entities might otherwise have under any present or future Laws: (i) to redeem the Premises, (ii) to reenter or repossess the Premises, or (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court, any reentry by Landlord or any expiration or termination of this Lease, whether by operation of law or pursuant to the provisions of this Lease. Tenant hereby expressly waives receipt of any notice to quit.

F. [Intentionally Omitted.]

G. Right of Distress: Landlord shall, to the extent permitted by law, have a right of distress for Rent.

H. Right of Landlord to Cure: If Tenant defaults in the making of any payment or in the doing of any act required to be made or done by Tenant under this Lease, then, after prior notice to Tenant and a reasonable opportunity (which shall be ten (10) days’ or such shorter period of time as Landlord reasonably deems necessary in order to avoid damage to the Building or any threat of physical danger to any of its users) for Tenant to cure same, if no notice thereof has previously been provided to Tenant, Landlord may, at its option, make such payment or do such act, and the expenses thereof, with interest thereon at the Default Rate, from the date paid by Landlord, shall constitute Additional Rent hereunder due and payable by Tenant with the next payment of Monthly Base Rent.

I. Attorneys’ Fees: In the event either party to this Lease initiates litigation to enforce the terms of this Lease or to declare the rights of the parties hereunder, the prevailing party in such litigation shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such litigation from the non-prevailing party. In the event of any Default hereunder which is not the subject of litigation, Tenant shall pay to Landlord all attorneys’ fees incurred by Landlord in connection with such Default or the enforcement of Landlord’s rights or remedies arising in connection therewith, whether or not this Lease is terminated.

J. Survival: Tenant’s liability pursuant to this Section 19 shall survive the termination of this Lease, the institution of summary proceedings and/or the issuance of a warrant thereunder.

20. NO WAIVER.

No failure or delay by Landlord in enforcing its right to strict performance by Tenant of every provision of this Lease or in exercising any right or remedy hereunder, and no acceptance by Landlord of full or partial rent during the continuance of any Default, shall constitute a waiver of the provision or the Default, and no provision shall be waived or modified except by a written instrument executed by Landlord. No payment by Tenant, or receipt by Landlord, of a lesser amount than the full Rent shall be deemed to be other than a payment on account, notwithstanding any endorsement or statement on any check or letter accompanying any payment of any Rent. No waiver of any Default or settlement of any proceeding instituted on account of any claimed Default shall affect or alter this Lease or constitute a waiver of any of Landlord’s rights hereunder.

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21. HOLDING OVER.

If Tenant shall be in possession of the Premises after termination of this Lease (whether by normal expiration of the Term or otherwise), at Landlord’s option: (i) Landlord may deem Tenant to be occupying the Premises as a tenant from month-to-month, (a) for the first two (2) months of such holdover, at the sum of one hundred fifty percent (150%) of the Monthly Base Rent in effect for the last full month of the Term, and (b) thereafter, at the sum of two hundred percent (200%) of the Monthly Base Rent in effect for the last full month of the Term, plus, in each case, the monthly installment of Additional Rent which is then payable pursuant to Section 5. of this Lease, and subject to all of the other provisions of this Lease, as applicable to a month-to-month tenancy, and (ii) Landlord may exercise any or all remedies for Default and at law and in equity, including but not limited to an action against Tenant for wrongfully holding over. Any such holdover shall be deemed to be a tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Landlord’s consent to any holdover or to give Tenant any right with respect thereto.

22. SUBORDINATION.

A. Lease Subordinate: Subject to Sections 22.C. and 22.D. below, this Lease is automatically and unconditionally subject and subordinate to any and all first-lien Mortgages and to any Ground Leases, and any and all renewals, extensions, modifications, recastings and refinancings thereof. This clause shall be self-operative, without execution of any further instrument; but if requested by Landlord or any first-lien Mortgagee, Tenant shall promptly execute a certificate or other document evidencing and providing for such subordination. Landlord shall have the right to execute said document on behalf of Tenant if Tenant fails to do so within ten (10) business days after receipt of the request. Tenant agrees that, if any Mortgage is foreclosed or Ground Lease terminated, Tenant shall attorn to and recognize the purchaser or Ground Lessor as the landlord under this Lease and shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any Laws, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure, termination or other proceeding is filed, prosecuted or completed. Notwithstanding anything herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgage to the operation and effect of this Lease without Tenant’s consent, by giving Tenant written notice of such subordination, in which event this Lease shall be deemed to be senior to such Mortgage, and thereafter such Mortgagee shall have the same rights as it would have had if this Lease had been executed, delivered and recorded before said Mortgage.

B. Modifications to Lease: If any of Landlord’s insurance carriers or any Mortgagee requests modifications to this Lease, then Tenant shall execute a written amendment incorporating such requested modifications within thirty (30) days after the same has been submitted to Tenant by Landlord, provided that such modifications do not materially adversely affect Tenant’s use of the Premises as herein permitted or increase the rentals and other sums payable by Tenant hereunder or materially affect any of Tenant’s other rights or obligations under this Lease.

C. Current Non-Disturbance Obligations: Notwithstanding Section 22.A. Tenant’s obligations under this Lease are expressly contingent upon the execution of a non-disturbance agreement with any current Mortgagee or Ground Lessor for the benefit of Tenant in the form attached hereto as Exhibit F.

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D. Future Non-Disturbance Obligations: Provided that Tenant is not then in Default, this Lease shall not be subordinate to any future Mortgage or Ground Lease unless Landlord obtains from such future Mortgagee or Ground Lessor a non-disturbance agreement for the benefit of Tenant, which non-disturbance agreement may be (A) in a form substantially similar to the form attached hereto as Exhibit F, or (B) at Landlord’s option, in such Mortgagee’s or Ground Lessor’s, as the case may be, usual form, subject to changes reasonably required by Tenant, provided that such form (a) shall provide, at a minimum, that in the event of a foreclosure of the Property (as hereinafter defined) or granting of a deed in lieu of foreclosure to the Property, or in the event of a termination of any Ground Lease, the Mortgagee or Ground Lessor, as applicable, shall not disturb the tenancy of Tenant if Tenant is not then in Default under this Lease; and (b) shall not expand or modify Tenant’s obligations under this Lease nor reduce or modify Tenant’s rights under this Lease (except for (i) possibly requiring notices to the Mortgagee or Ground Lessor which are different or in addition to those requirements set forth in Section 31 and (ii) such changes as are consistent with that certain Subordination, Non-Disturbance and Attornment Agreement with Wells Fargo Bank, N.A. which is in the form of Exhibit F hereto).

23. ASSIGNMENT AND SUBLETTING.

A. No Transfer Without Consent: Tenant shall not, without the prior written consent of Landlord in each instance (which consent may be withheld in Landlord’s sole and absolute discretion except as provided below) (i) assign, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any persons or entities other than Tenant; or (iii) permit the assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence shall be void. If at any time during the Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises, then in connection with Tenant’s request to Landlord for Landlord’s consent thereto, Tenant shall give thirty (30) days notice prior to Landlord in writing (“Tenant’s Request Notice”) containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the “Proposed Sublease or Assignment Commencement Date”); the area proposed to be assigned, sublet or otherwise encumbered (the “Proposed Sublet or Assignment Space”); the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a proposed subletting, provided that all of the following conditions are satisfied: (1) there shall be no monetary Default or material non-monetary Default at the time of the proposed subletting, (2) the proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, a medical or dental office or establishment of any kind treating patients or dispensing benefits on the premises unless on the retail levels of the Building (with the primary means of ingress/egress directly to the street and not through the Building lobby), or any entity which is a terrorist organization, (4) the use of the Premises by the proposed subtenant shall not attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a first-class office building, (5) the proposed subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder (except that a

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subtenant shall not be liable for Tenants rental obligations) and to occupy the Premises subject to the provisions of this Lease, and (6) Tenant remains liable for the faithful performance of this Lease.

B. Take-Back Rights: If the term of any proposed sublease (including all applicable renewal terms) constitutes ninety percent (90%) or more of the remaining Term and if the Proposed Sublet or Assignment Space (when aggregated with all other space subleased by Tenant) constitutes fifty percent (50%) or more of the Premises, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or Assignment Space by sending Tenant written notice of such termination within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice. If the Proposed Sublet or Assignment Space does not constitute the entire Premises but constitutes fifty percent (50%) or more of the Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet or Assignment Space, then (a) Tenant shall tender the Proposed Sublet or Assignment Space to Landlord on the Proposed Sublease or Assignment Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet or Assignment Space, this Lease shall remain in full force and effect except that Base Rent and Additional Rent payable pursuant to Section 5 hereof shall be reduced pro rata. The cost of any construction required to permit the operation of the Proposed Sublet or Assignment Space separate from the balance of the Premises shall be paid by Landlord. If the Proposed Sublet or Assignment Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet or Assignment Space to Landlord, and this Lease shall terminate, on the Proposed Sublease or Assignment Commencement Date.

C. Transfer of Ownership Interests: If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23. If Tenant is a corporation (or a partnership with a corporate general partner), then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23; provided, however, that this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market. If Tenant is a limited liability company, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23. In addition, a transfer of all or substantially all of the assets of Tenant, either by merger, consolidation, or otherwise shall be deemed to be an assignment which is subject to the provisions of this Section 23. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of Tenant’s assets, a change in Tenant’s name of which Landlord has not received prior notice, or a conversion into any other type of entity shall also be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23.

D. Expenses and Profits; Effect of Consent:

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(1) In the event Landlord permits Tenant to assign or sublet all or a portion of the Premises to a third party, other than Tenant’s Affiliate, fifty percent (50%) of any sums that are paid by such third party for the right to occupy the Premises, in excess of the sum of (i) the Rent then in effect, and (ii) all reasonable costs and expenses actually incurred by Tenant in connection with such assignment or subletting, for brokerage commissions, reasonable attorneys’ fees, improvements to the Premises and advertising expenses shall be paid by Tenant to Landlord on a monthly basis as Additional Rent.

(2) Tenant shall be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with any proposed or purported assignment or sublease and an administrative fee of One Thousand Five Hundred Dollars ($1,500.00).

(3) Neither the consent by Landlord to any assignment or subletting, nor any assignment or sublease entered into without Landlord’s consent, shall be construed as either a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, nor as relieving Tenant from giving Landlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Landlord to, any further assignment or subletting. The collection or acceptance of Rent from any such assignee or subtenant shall not constitute a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, except as expressly agreed by Landlord in writing.

E. Conditions of Assignment or Sublease: All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Term is terminated or Landlord succeeds to Tenant’s interest in the Premises by voluntary surrender or otherwise, at Landlord’s sole option, the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease or, at Landlord’s sole option, the subtenant shall execute a direct lease with Landlord on Landlord’s then current standard form (as modified to conform to the economics of the sublease and to the provisions of this Lease).

F. Permitted Subleases and Assignments: Notwithstanding the foregoing provisions of this Section 23, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant (provided that Landlord shall have the right to notify Tenant in writing within ten (10) days following Landlord’s receipt of notice of a proposed assignment as to whether any such circumstance does then exist, and Tenant’s rights hereunder shall not be invalidated if either (i) Landlord fails to so notify Tenant within such 10-day period or (ii) Landlord does notify Tenant of such circumstance constituting a default within such 10-day period and Tenant then cures such default within the applicable cure period set forth in this Lease), and (c) the net worth, creditworthiness and liquidity factor of any entity into which Tenant shall merge are all greater than or equal to the net worth, creditworthiness and liquidity factor of Tenant immediately prior to the transfer, the provisions of Sections 23.A., 23.B., 23.C., 23.D.(1) and 23.D.(2) shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all

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of the obligations of Tenant under this Lease), (2) no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An “Affiliate” shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded to the ownership of Tenant or of substantially all of Tenant’s assets by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise.

24. TRANSFER BY LANDLORD.

Landlord (and any successor or affiliate of Landlord) may freely sell, assign or transfer all or any portion of its interest in this Lease or the Premises, the Building or the Land and, in the event of any such sale, assignment or transfer, shall be relieved of any and all obligations under this Lease from and after the date of the sale, assignment or transfer. From and after said date, Tenant shall be bound to such purchaser, assignee or other transferee, as the case may be, as though the latter had been the original Landlord hereunder, provided that the purchaser, assignee or transferee agrees to assume the obligations of Landlord hereunder.

25. INABILITY TO PERFORM.

This Lease and the obligations of the parties hereunder shall in no way be affected, impaired or excused, nor shall either party have any claim against the other for damages, because such nonperforming party, due to Unavoidable Delays, is unable to fulfill any of its obligations under this Lease, including, but not limited to, any obligations to provide any services, repairs, replacements, alterations or decorations or to supply any improvements, equipment or fixtures; provided, however, that in no event shall this Section 25 be interpreted to relieve Tenant of any of its obligations to pay Rent in the amounts and when due and payable under this Lease.

26. ESTOPPEL CERTIFICATES.

Tenant shall, without charge, within ten (10) business days after receipt of any request therefor, execute and deliver to Landlord and its Mortgagee a certificate stating: (i) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect and setting forth all such modifications); (ii) whether there then exist any defenses against the enforcement of any right of Landlord hereunder (and, if so, specifying the same in detail); (iii) the dates to which rent and any other charges hereunder have been paid by Tenant; (iv) that Tenant has no knowledge of any then uncured defaults under this Lease (or, if Tenant has knowledge of any such defaults, specifying the same in detail); (v) that Tenant has no knowledge of any event that will or may result in the termination of this Lease (or if Tenant has such knowledge, specifying the same in detail); (vi) the address to which notices to Tenant are to be sent; and (vii) such other information as may be reasonably requested. It is understood that any such certificate may be relied upon by Landlord, any Mortgagee, prospective Mortgagee, Ground Lessor, prospective Ground Lessor, or purchaser or prospective purchaser of the Land or the Building.

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27. COVENANT OF QUIET ENJOYMENT.

Landlord covenants that it has the right to make this Lease and that, if Tenant shall pay all Rent and perform all of Tenant’s other obligations under this Lease, Tenant shall have the right, during the Term and subject to the provisions of this Lease, to quietly occupy and enjoy the Premises without hindrance by Landlord or its successors and assigns.

28. WAIVER OF JURY TRIAL.

Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other with respect to any matter arising out of or connected with this Lease.

29. BROKERS.

Landlord and Tenant each represents and warrants to the other that, except as hereinafter set forth, neither of them has employed any broker in procuring or carrying on any negotiations relating to this Lease. Landlord and Tenant shall indemnify and hold each other harmless from any loss, claim or damage relating to the breach of the foregoing representation and warranty. Landlord recognizes only the Broker(s) (as set forth in Section 1.K. hereof) as broker(s) with respect to this Lease and agrees to be responsible for the payment of any leasing commissions owed to said broker(s).

30. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord shall have the following rights, exercisable without notice, without liability for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off, abatement of Rent or otherwise:

A. To change the Building’s name or street address; provided, however, that in the event that such change of the Building’s name or Building address is not mandated by any governmental agency, Landlord shall reimburse Tenant for the reasonable costs of a quantity of Tenant’s new stationery equal to the amount of stationery then on hand at the time of such change of the Building’s name or street address by Landlord.

B. To affix, maintain and remove any and all signs on the exterior and interior of the Building.

C. To designate and approve, prior to installation, all window shades, blinds, drapes, awnings, window ventilators, lighting and other similar equipment to be installed by Tenant that may be visible from the exterior of the Premises or the Building.

D. To decorate and make repairs, alterations, additions and improvements, whether structural or otherwise, in, to and about the Building and any part thereof, and for such purposes to enter the Premises, and, during the continuance of any such work, to close temporarily doors, entry ways, Common Areas in the Building and to interrupt or temporarily suspend Building services and facilities, all without affecting Tenant’s obligations hereunder, as long as the Premises remain tenantable.

E. To grant to anyone the exclusive right to conduct any business or render any service in the Building, provided Tenant is not thereby excluded from uses expressly permitted herein.

F. To alter, relocate, reconfigure and reduce the Common Areas of the Building, as long as access to the Premises and Garage remain materially the same and there is no reduction in Tenant’s parking rights.

G. [Intentionally omitted.]

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H. To erect, use and maintain pipes and conduits in and through the Premises behind the walls, below the floors and above the ceilings, and provided the same does not reduce the rentable area of the Premises in more than a de minimis manner.

I. To construct improvements (including kiosks) on the Land and in the Common Areas of the Building.

J. To prohibit smoking in or within twenty-five (25) feet of the entire Building or portions thereof (including the Premises) and on the Land, so long as such prohibitions are in accordance with applicable Laws.

K. If any excavation or other substructure work shall be made or authorized to be made upon land adjacent to the Building or the Land, to enter the Premises for the purpose of doing such work as is required to preserve the walls of the Building and to preserve the land from injury or damage and to support such walls and land by proper foundations.

Notwithstanding anything contained herein to the contrary, Landlord may at any time elect to alter, rehabilitate or renovate all or any portion of the Building so long as such construction does not substantially and unreasonably interfere with Tenant’s access to the Premises or substantially and unreasonably interfere with Tenant’s use of the Premises. Tenant acknowledges that Landlord has the right to undertake major renovations (including work with respect to the exterior facade of the Building) with respect to the Building and that Landlord may hereafter perform additional work, improvements and renovations with respect to the Building. In connection with any such work, improvements and renovations, the Landlord may erect scaffoldings, sidewalk bridges and other such appurtenances. Tenant agrees not to interfere with such work, improvements and renovations and further agrees that such work, improvements and renovations (and the construction appurtenances which Landlord may place at or near the Premises) shall not constitute an eviction or constructive eviction of Tenant, in whole or in part, and the Base Rent and all other items of Additional Rent hereunder shall not abate while such work, improvements and renovations are being made by reason of loss or interruption of the business of Tenant or otherwise, nor shall Tenant have any claims against Landlord by reason of such work. Nothing set forth in this Section 30 shall be deemed to abrogate any of Landlord’s obligations or Tenant’s rights set forth in Section 12.B. hereof.

Landlord shall use reasonable efforts to minimize interference with Tenant’s business operations in the Premises in Landlord’s exercise of its rights under this Section 30, provided that the foregoing shall not be deemed to require Landlord to incur overtime expense or to only perform any work hereunder outside of the Building’s normal business hours.

31. NOTICES.

No notice, request, approval, waiver or other communication which may be or is required or permitted to be given under this Lease shall be effective unless the same is in writing and hand-delivered, sent by registered or certified mail, return receipt requested, first-class postage prepaid, or sent with charges prepaid by a nationally recognized air courier service, addressed to Landlord at the Landlord Notice Address or to Tenant at the Tenant Notice Address, as applicable, or at any other address of which either party shall notify the other in accordance with this Section 31. Such communications, if sent by registered or certified mail, shall be deemed to have been given two (2) business days after the date of mailing, or if sent by a nationally recognized air courier service, shall be deemed to have been given one (1) business day after the date of deposit of the notice with such service. If any Mortgagee shall notify Tenant that it is the holder of a Mortgage affecting the Premises, no notice, request or demand thereafter sent by Tenant to Landlord alleging a default by Landlord under this Lease shall be effective until a copy of same shall be sent to such Mortgagee in the manner prescribed in this Section 31 at such address as such Mortgagee shall designate.

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32. MISCELLANEOUS PROVISIONS.

A. Benefit and Burden: The provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective successors and permitted assigns.

B. Governing Law: This Lease shall be construed and enforced in accordance with the Laws of the jurisdiction in which the Building is located.

C. No Partnership: Nothing contained in this Lease shall be deemed to create a partnership or joint venture between Landlord and Tenant, or to create any other relationship between the parties other than that of Landlord and Tenant.

D. Delegation by Landlord: Wherever Landlord has the authority to take any action under this Lease, Landlord shall have the right to delegate such authority to others, and Landlord shall be responsible for the authorized actions of such agents, employees and others, to the same extent as if Landlord had taken such action itself.

E. Tenant Responsibility for Agents: In any case where Tenant is responsible for performing or refraining from an act or for preventing an action or result from occurring, Tenant shall also be responsible for any actions taken or omitted by Tenant’s agents, employees, business invitees, licensees, contractors, subtenants, family members, guests and any other individuals or entities present in the Building or on the Land at Tenant’s invitation.

F. Invalidity of Particular Provisions: If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid or unenforceable, the remaining provisions and the application of such invalid or unenforceable provisions to persons, entities and circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

G. Counterparts: This Lease may be executed in several counterparts, all of which shall constitute one and the same document.

H. Entire Agreement: This Lease, and any exhibits and addenda attached hereto, embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained in this Lease or in the exhibits or addenda shall be of any force or effect. No rights, privileges, easements or licenses are granted to Tenant hereby, except as expressly set forth herein.

I. Amendments: This Lease may not be modified in whole or in part in any manner other than by an agreement in writing.

J. Mortgagee’s Performance: Tenant shall accept performance of any of Landlord’s obligations hereunder by any Mortgagee.

K. Limitation on Interest: In any case where this Lease provides for a rate of interest that is higher than the maximum rate permitted by law, the rate specified herein shall be deemed to equal, and the party designated as recipient of such interest shall be entitled to receive, the maximum rate of interest permitted by law.

L. Remedies Cumulative: All rights and remedies of Landlord shall be cumulative and shall not be exclusive of any other rights or remedies of Landlord hereunder or now or hereafter existing at law or in equity.

M. Annual Financial Statements: Upon Landlord’s request, Tenant shall furnish Landlord with Tenant’s most recent annual financial statement, which shall have been prepared in accordance with GAAP and which shall either be audited by a Certified Public Accountant or shall be certified as being true and correct by Tenant’s president or chief financial officer; provided, however,

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that if such most recent annual financial statement is for a period earlier than Tenant’s then most recently completed fiscal year, then Tenant shall also furnish Landlord with an annual financial statement for Tenant’s then most recently completed fiscal year when such financial statement is available. Landlord shall treat Tenant’s financial information as confidential, but may share such information with its prospective lenders, investors, prospective purchasers, brokers, attorneys and accountants, provided such recipients are informed of the provisions of this Section 32.M.

N. Construction of Lease: There shall be no presumption that this Lease be construed more strictly against the party who itself or though its agent prepared it. Landlord and Tenant hereby agree that all parties hereto have participated in the preparation of this Lease and that each party had the opportunity to consult legal counsel before the execution of this Lease.

O. [Intentionally Omitted.]

P. [Intentionally Omitted.]

Q. Authority: Tenant and the person executing and delivering this Lease on Tenant’s behalf each represents and warrants that such person is duly authorized to so act; that Tenant is duly organized, is qualified to do business in the jurisdiction in which the Building is located, is in good standing under the Laws of the state of its organization and the Laws of the jurisdiction in which the Building is located, and has the power and authority to enter into this Lease; and that all action required to authorize Tenant and such person to enter into this Lease has been duly taken. Landlord and the person executing and delivering this Lease on Landlord’s behalf each represents and warrants that such person is duly authorized to so act; that Landlord is duly organized, is qualified to do business in the jurisdiction in which the Building is located, is in good standing under the Laws of the state of its organization and the Laws of the jurisdiction in which the Building is located, and has the power and authority to enter into this Lease; and that all action required to authorize Landlord and such person to enter into this Lease has been duly taken.

R. Appointment of Resident Agent: For purposes of §55-218.1 of the Code of Virginia, Landlord appoints as its resident agent Corporation Services Company.

S. Deed of Lease: This Lease, for purposes of applicable law, shall be deemed a deed of lease executed under seal.

T. Qualified Leases: The parties intend that all payments made to Landlord under this Lease will qualify as rents from real property for purposes of Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (“Qualified Rents”). If Landlord, in its sole discretion, advises Tenant that there is any risk that all or part of any payments made under this Lease will not qualify as Qualified Rents, Tenant agrees (i) to cooperate with landlord to restructure this Lease in such manner as may be necessary to enable such payments to be treated as Qualified Rents, and (ii) to permit an assignment of this Lease, in each case provided such restructuring or assignment will not have a material economic impact on Tenant.

U. Landlord’s Termination Right: If Tenant’s activities or presence in the Premises solely and directly result in a continuing or repeated and significant threat of physical danger to other tenants and/or users of the Building, if Tenant is reasonably capable of controlling such threat and such threat is not eliminated within ten (10) business days after notice thereof from Landlord to Tenant, or such longer period of time as is reasonably necessary for Tenant to obtain equitable relief or to obtain a final adjudication of its rights with respect to such threat so long as Tenant is diligently pursuing same, Landlord shall have the right to terminate this Lease upon ninety (90) days’ prior written notice to Tenant in which Landlord describes in reasonable detail the nature of the continuing or repeated significant threat of physical danger. In the event Landlord terminates this Lease pursuant to this Subsection 32.U.,

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Landlord shall reimburse Tenant for the then unamortized cost of any Alterations made by Tenant after the initial leasehold improvements.

33. LENDER APPROVAL.

[Intentionally Omitted]

34. PARKING.

A. Use of Parking.

(1) During the Term, Tenant shall have the right to use (on a non-exclusive first-come, first-served basis) a number of parking permits which is equal to a ratio of one (1) permit for each 580 square feet of rentable area then being leased by Tenant in the Building (the “Parking Permits”) for the unreserved parking of passenger automobiles in the parking areas designated from time to time by Landlord for the use of tenants of the Building (the “Garage”). The charge for such Parking Permits shall be the prevailing rate charged from time to time by Landlord or the operator of the Garage (the “Garage Operator”). Notwithstanding the foregoing, Landlord does not guarantee the availability of such monthly Parking Permits to Tenant during the second (2nd) or any subsequent month of the Term if and to the extent that Tenant does not purchase such monthly Parking Permits during the first (1st) month and each subsequent month of the Term; provided, however, that in the event Tenant at any time fails to purchase any of the monthly Parking Permits made available to Tenant hereunder, Landlord agrees that, upon at least sixty (60) days’ prior notice from Tenant, Landlord will again make available to Tenant the Parking Permits that were previously unpurchased by Tenant. Landlord reserves the right to institute either a valet parking system or a self parking system. Tenant and its employees shall observe reasonable precautions in the use of the Garage and shall at all times abide by all rules and regulations governing the use of the Garage promulgated by Landlord or the Garage Operator. The Garage will remain open on Monday through Friday (excluding Holidays) and during the Building Hours. Landlord reserves the right to close the Garage during periods of unusually inclement weather or for repairs. At all times when the Garage is closed, monthly permit holders shall be afforded access to the Garage by means of a magnetic card or other procedure provided by Landlord or the Garage Operator. Landlord does not assume any responsibility and shall not be held liable for any damage or loss to any automobile or personal property in or about the Garage or for any injury sustained by any person in or about the Garage. Tenant shall have the right to access such Garage by means of an electronic access gate currently operated by electronic access cards, and after distribution of the initial number of access cards to Tenant following Tenant’s occupancy of the Premises, Tenant shall be required to pay to Landlord Twenty Dollars ($20.00) for each additional or replacement access card requested by Tenant (i.e., access cards that are in addition to those initially provided to Tenant at the time that it leases space pursuant to this Lease, both at the beginning of the Term and at any time thereafter). Landlord reserves the right to modify in any way Landlord deems appropriate the manner in which the Garage is accessed during the Term. Tenant shall not use the Garage for the overnight storage of vehicles.

(2) Subject to the limitations imposed thereon from time to time by Landlord and/or the Garage Operator, Tenant’s customers and visitors shall have the right to use available spaces in the Garage for the purpose of parking their vehicles therein while visiting the Premises. Tenant’s customers and visitors shall pay the then current hourly parking fees established by Landlord

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and/or the Garage Operator, as adjusted from time to time, for the privilege of using the Garage. The foregoing shall in no way be construed to impose upon Landlord any obligation to provide customer parking for Tenant.

(3) Landlord’s granting of parking rights hereunder does not create a bailment between the parties, it being expressly agreed that the only relationship created between Landlord and Tenant hereby is that of right grantor and right grantee. All motor vehicles (including all contents thereof) shall be in the Garage at the sole risk of their owners and Tenant, and Landlord is not responsible for the protection and security of such vehicles. Neither Landlord nor any agent, employee or contractor of Landlord shall have any liability for any property damage or personal injury arising out of or in connection with said motor vehicles.

(4) In its use of the Garage, Tenant will follow all terms of all applicable Rules and Regulations enacted by Landlord with respect to the Building and/or the Garage, shall observe reasonable safety precautions in the use of the Garage, and will cause Tenant’s Invitees to do the same. If a violation of said applicable Rules and Regulations occurs or if an individual parker fails to pay parking fees, Landlord shall have the right to revoke such individual parker’s right to use his or her Parking Permit, which shall be in addition to Landlord’s other rights and remedies under this Lease.

(5) If: all or a portion of the Garage is damaged by fire or other casualty or taken by power of eminent domain or purchased in lieu thereof by any governmental authority then: (1) Landlord will either (a) proceed to restore the Garage (and Landlord shall have no obligation to provide any alternative parking while such restoration is being performed), or (b) not restore the Garage, but provide Tenant, at Tenant’s sole cost and expense, with alternate parking throughout the remainder of the Term (if such alternative parking is reasonably available under the circumstances).

B. Rates. Landlord reserves the right for itself or the Garage Operator to establish rates and fees for the use of the Parking Area and to establish and modify or amend rules and regulations governing the use of such parking areas. The charge for such Parking Permit shall be the prevailing rate charged from time to time by Landlord or the operator of the Parking Area, which as of the date hereof is One Hundred Twenty Dollars ($120.00) per permit per month for unreserved Parking Permits, and which rate is subject to increase from time to time throughout the Term in Landlord’s or the Garage Operator’s sole and absolute discretion based upon the prevailing rates then being charged at comparable Class-A buildings within a three (3) block radius of the Building which are not publicly owned. Landlord shall have the right to revoke a user’s parking privileges in the event such user fails to abide by the rules and regulations governing the use of such parking areas. Tenant shall be prohibited from using the Parking Area for purposes other than for parking registered vehicles. The storage or repair of vehicles in the Parking Area shall be prohibited.

C. No Transfers. Tenant shall not assign, sublet or transfer any Parking Permits, except to an assignee of this Lease or a subtenant of all or a portion of the Premises, without Landlord’s prior written consent. Any other attempted assignment, sublet, or transfer shall be void.

35. SECURITY DEPOSIT.

A. Amount and Uses: Within twenty (20) days following the date (the “LOC Outside Delivery Date”) of full execution and delivery of this Lease by Landlord and Tenant, Tenant shall deliver to Landlord the Security Deposit in the form of a Letter of Credit (as hereinafter defined), to be held by Landlord as security for the payment of all Rent payable by Tenant and for the faithful performance by Tenant of all other obligations of Tenant under this Lease. In the event that the Letter of Credit has not been delivered to Landlord on or before the LOC Outside Delivery Date, then this Lease shall automatically be null and void and of no

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further force or effect, without the requirement of any notice from either party, and neither party shall have any obligation to the other accruing after such LOC Outside Delivery Date. If at any time during the Term the Security Deposit is in the form of cash, said Security Deposit shall be repaid to Tenant after the termination of this Lease (or any renewal thereof), provided Tenant shall have made all such payments and performed all such obligations hereunder. Landlord shall not be required to maintain the Security Deposit in a separate account. The Security Deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant without the prior written consent of Landlord, and any such act shall be void. Landlord may, at Landlord’s option, appropriate and apply the entire Security Deposit, or so much thereof as Landlord believes may be necessary, to compensate Landlord for the payment of any past-due Rent and for loss or damage sustained by Landlord due to any Default. In the event Landlord appropriates or applies the Security Deposit in such a manner, Tenant, within five (5) days after notice thereof, shall pay to Landlord an amount sufficient to restore the Security Deposit to the original sum deposited. Tenant’s failure to restore any such deficiency shall constitute a Default hereunder. In the event of bankruptcy or other debtor-creditor proceedings by or against Tenant, the Security Deposit shall be applied first to the payment of Rent due Landlord for all periods prior to the filing of such proceedings.

The amount of the Security Deposit shall be reduced as of the dates set forth in the following table to the corresponding amounts set forth in the following table, except that there shall be no such reduction if, as of a scheduled reduction date, there exists (a) any Default under this Lease until such time as such Default has been cured, or (b) any circumstance which with the giving of notice, the passage of time, or both would constitute a Default by Tenant (provided that Landlord shall have the right to notify Tenant in writing within ten (10) days following the expiration of the applicable month of the Term at which such reduction is scheduled to occur as to whether any such circumstance does then exist and such reduction in the Security Deposit shall not be postponed if either (i) Landlord fails to so notify Tenant within such 10-day period or (ii) Landlord does notify Tenant of such circumstance constituting a default within such 10-day period and Tenant then cures such default within the applicable cure period set forth in this Lease), at which time the reduction in the Security Deposit shall occur:

Reduction Date	Amount of Security Deposit
Last day of month 34	$1,350,000
Last day of month 46	$850,000
Last day of month 58	$350,000

B. Transferability: In the event of a sale or transfer of Landlord’s interest in the Building or of the interest of any successor or assign of Landlord, Landlord (or such successor or assign) shall have the right to transfer the Security Deposit to any vendee or transferee and shall thereupon be released automatically from any liability therefor. Tenant shall look solely to the transferee for the return of the Security Deposit. No Mortgagee or purchaser of any or all of the Building at any foreclosure proceeding shall (regardless of whether the Lease is at the time subordinated to the lien of said Mortgage) be liable to Tenant or any other person for any of the Security Deposit, or any other payment made by Tenant hereunder, unless Landlord has actually delivered said deposit or other such sum to such Mortgagee or purchaser. In the event of any rightful and permitted assignment of Tenant’s interest in this Lease, the Security Deposit shall be deemed to be held by Landlord as a deposit made by the assignee, and Landlord shall have no liability to the assignor with respect to the return of the Security Deposit.

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C. Letter of Credit: Tenant shall provide the Security Deposit in the form of an unconditional, irrevocable letter of credit issued by a financial institution acceptable to Landlord in its sole and absolute discretion (the “Letter of Credit”). Subject to Section 35.A. hereof, the Letter of Credit shall be maintained throughout the Term and any renewals thereof, if any, in accordance with all of the requirements hereinafter set forth. Any Letter of Credit delivered to Landlord by Tenant shall be in a form and from a financial institution acceptable to Landlord in its sole (but not arbitrary) discretion and shall be capable of being drawn upon in the Washington, D.C. or Baltimore, Maryland metropolitan area (it being acknowledged, however, that presentation of the Letter of Credit at a local branch of the issuer may entail the forwarding of the Letter of Credit by such local branch to the issuer’s central letter of credit office prior to payment). Said Letter of Credit shall be issued by a commercial bank (1) that is chartered under the laws of the United States or any State thereof and which is insured by the Federal Deposit Insurance Corporation or by any U.S, branch of a foreign bank licensed to do business in the United States; (2) whose long-term, unsecured and unsubordinated debt obligations are rated in the following categories by at least two of Fitch Ratings Ltd. (“Fitch”), Moody’s Investors Service, Inc. (Moody’s) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies): A from Fitch, A-3 from Moody’s and A from Standard & Poor’s); and (3) which has a short-term debt rating in the following categories from at least two Rating Agencies: F-1 from Fitch, P-2 from Moody’s and A-1 from S&P) (collectively, the “Letter of Credit Issuer Requirements”). Landlord hereby acknowledges that Morgan Stanley Bank satisfies the Letter of Credit Issuer Requirements as of the date of this Lease. During the Term and any renewals thereof, if any, if (a) the issuer of the Letter of Credit is insolvent or is placed into receivership or conservatorship, or is closed for any reason, by the Federal Deposit Insurance Corporation, or any successor or similar governmental entity, or (b) a trustee, receiver or liquidator is appointed for the issuer of the Letter of Credit, or (c) the issuer of the Letter of Credit is no longer deemed to be a “well capitalized” depository institution for purposes of the prompt corrective action provisions of the Federal Deposit Insurance Act and the regulations promulgated thereunder, then, in any of such events, Tenant shall, within ten (10) days of the occurrence of any event described in any of the immediately preceding clauses (a) through (c) (each such occurrence being hereinafter referred to as an “L/C Issuer Requirements Failure”), deliver a substitute Letter of Credit from an issuer that satisfies the Letter of Credit Issuer Requirements and that also complies in all respects with the criteria set forth in this Section 35.C. Tenant’s failure to obtain a substitute Letter of Credit within the later of (A) three (3) business days following Landlord’s written demand therefor or (B) ten (10) days following the occurrence of an L/C Issuer Requirements Failure shall entitle Landlord to draw upon the Letter of Credit then in effect without the necessity of any other monetary or other default hereunder by Tenant, in which event the proceeds thereof shall be held by Landlord. In the event that Landlord makes an effort to draw upon the Letter of Credit but is unable to do so, then Tenant’s failure to provide a substitute Letter of Credit within three (3) business days following Landlord’s written demand therefor shall constitute a Default under this Lease (as to which no cure period shall be applicable), and Landlord shall have the right to exercise all of Landlord’s remedies set forth in this Lease with respect to a Default by Tenant.

Said Letter of Credit shall provide that it shall expire on the sixtieth (60th) day following the date of expiration of the Term of this Lease and shall be transferable by Landlord, without any fee or other cost to Landlord, to any purchaser or transferee of Landlord’s interest in the Building or the Land. At Tenant’s option, said Letter of Credit shall have a term equal to the period expiring on the first anniversary of the date of issuance thereof, in which event Tenant covenants that a renewal of said Letter of Credit shall be

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delivered to Landlord by that date which is thirty (30) days prior to the expiration date thereof (or the original Letter of Credit shall be automatically renewed), and thereafter a renewal of the Letter of Credit shall be delivered to Landlord by Tenant by that date which is thirty (30) days prior to each succeeding anniversary of the original expiration date of the Letter of Credit (or the original Letter of Credit shall be automatically renewed by each such date). If Tenant fails to so renew and deliver said Letter of Credit to Landlord by the thirtieth (30th) day preceding each said expiration date, Landlord may draw upon the Letter of Credit then in effect without the necessity of any other monetary or other default hereunder by Tenant, in which event the proceeds thereof shall be held by Landlord. In the event that Landlord makes an effort to draw upon the Letter of Credit but is unable to do so, then Tenant’s failure to provide a substitute Letter of Credit within three (3) business days following Landlord’s written demand therefor shall constitute a Default under this Lease (as to which no cure period shall be applicable), and Landlord shall have the right to exercise all of Landlord’s remedies set forth in this Lease with respect to a Default by Tenant. Said Letter of Credit shall provide that Landlord shall be permitted to draw on same on multiple occasions following the occurrence of a Default by Tenant under this Lease; provided, however, that in the event that said Letter of Credit would expire during the pendency of any litigation to resolve whether such Default has occurred, Landlord may draw upon said Letter of Credit prior to the expiration thereof. In the event that Landlord draws upon the Letter of Credit after a Default by Tenant as aforesaid, Landlord shall use, apply or retain all or any portion of the proceeds thereof for (i) the payment of any Rent or any other sums as to which Tenant is in default, (ii) the payment of any amount which Landlord may spend or become obligated to spend to repair damage to the Premises or the Building for which repairs Tenant is liable hereunder, or (iii) compensation to Landlord for any losses which Landlord is entitled to recover hereunder by reason of Tenant’s Default, including any damage or deficiency arising in connection with the reletting of the Premises and all associated reasonable legal fees. In the event that the Letter of Credit is drawn upon by Landlord for failure of Tenant to renew said Letter of Credit as aforesaid, the proceeds thereof shall be held by Landlord in accordance with the provisions respecting the Security Deposit under this Section 35.C. The use, application or retention of the proceeds of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, and shall not limit any recovery to which Landlord may otherwise be entitled.

36. HAZARDOUS MATERIALS.

A. Definition. As used in this Lease, the term “Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “infectious wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any Laws, including, without limitation, oil, petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons.

B. General Prohibition. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in under or about the Premises, the Building, or the Land (hereinafter referred to collectively as the “Property”) by Tenant or Tenant’s Invitees; provided, however, that Tenant shall be permitted to store and use at the Premises such reasonable quantities of customary office supplies as are customarily used, stored

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and disposed of in compliance with all applicable Laws. Tenant shall indemnify, defend and hold Landlord, Landlord’s managing agent and all Mortgagees harmless from and against any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including without limitation, attorneys’, consultants’, and experts’ fees, court costs and amount paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses arising from a breach of this prohibition by Tenant or Tenant’s Invitees.

C. Notice. In the event that Hazardous Materials are discovered upon, in, or under the Property, and any governmental agency or entity having jurisdiction over the Property requires the removal of such Hazardous Materials, Tenant shall be responsible for removing those Hazardous Materials arising out of or related to the use or occupancy of the Property by Tenant or Tenant’s Invitees but not those of its predecessors. Notwithstanding the foregoing, Tenant shall not take any remedial action in or about the Property or any portion thereof without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to protect Landlord’s interest with respect thereto. Tenant immediately shall notify Landlord in writing of: (i) any spill, release, discharge or disposal of any Hazardous Material in, on or under the Property or any portion thereof; (ii) any enforcement, cleanup, removal or other governmental or regulatory action instituted, contemplated, or threatened (if Tenant has notice thereof) pursuant to any laws respecting Hazardous Materials; (iii) any claim made or threatened by any person against Tenant or the Property or any portion thereof relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iv) any reports made to any governmental agency or entity arising out of or in connection with any Hazardous Materials in, on under or about or removed from the Property or any portion thereof, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant also shall supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, the Property or Tenant’s use or occupancy thereof.

D. Landlord’s Obligations: In the event that Landlord receives written notice from a governmental agency of the presence of Hazardous Materials in the Premises or in any of the Common Areas of the Building which are utilized by Tenant in a quantity and of a nature that violates any applicable Laws and that were not introduced to the Building by or on behalf of Tenant, Landlord shall take such action, if any, as may be required to comply with such laws or governmental regulations; provided, however, that Landlord shall have the right to contest any such notice of violation, in which case Landlord’s obligation to cure shall not arise until after the final adjudication of the validity of the violation notice.

E. Survival. The respective rights and obligations of Landlord and Tenant under this Section 36 shall survive the expiration or earlier termination of this Lease.

37. [INTENTIONALLY OMITTED.]

38. NO RECORDATION.

Tenant shall not record or attempt to record this Lease or any memorandum hereof in any public records without the prior written approval of Landlord, which may be denied in Landlord’s sole and absolute discretion. In the event that Landlord grants its

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approval to record this Lease or a memorandum hereof, Tenant shall pay all recordation fees, taxes and charges in connection with such recordation.

39. SIGNS.

Landlord will, at Landlord’s cost, grant Tenant its pro rata share (based upon a fraction, the numerator of which shall be the number of rentable square feet of area comprising the Premises, and the denominator of which shall be the number of total rentable square feet of area in the Building) of entries in the Building directory, and provide Building standard signage on one suite entry door of the Premises. No other sign, advertisement or notice shall be inscribed, painted, affixed or otherwise displayed on any part of the exterior or interior of the Building (including windows and doors) without the prior written approval of Landlord, which may be granted or withheld in Landlord’s sole and absolute discretion. If any such item that has not been approved by Landlord is so displayed, then Landlord shall have the right to remove such item at Tenant’s expense or to require Tenant to do the same. Landlord reserves the right to install and display signs, advertisements and notices on any part of the exterior or interior of the Building.

Notwithstanding the foregoing, Tenant shall have the right to install and maintain signage in the Common Area elevator lobby of any full floor which is then being fully leased by Tenant (“Tenant’s Elevator Lobby Signage”). Tenant’s Elevator Lobby Signage may contain Tenant’s logo and shall (a) be of a type, style, size, color, location, materials, method of fabrication, and method of installation approved by Landlord in its reasonable discretion and (b) comply with all applicable Laws regarding type, size, style, color, location, method of fabrication and method of installation. Tenant’s Elevator Lobby Signage shall be installed, repaired, maintained and replaced at Tenant’s sole cost and expense and in compliance with all Laws. Tenant shall remove Tenant’s Elevator Lobby Signage, at Tenant’s sole cost and expense, upon the earlier to occur of (a) the date of expiration or earlier termination of the Term of this Lease, as same may be extended, or (b) the fifth (5th) business day following the date on which Tenant has assigned this Lease to a non-Affiliate third party. Tenant shall repair any damage to the Common Area elevator lobby caused by the installation or removal of Tenant’s Elevator Lobby Signage, all at Tenant’s sole cost and expense.

40. EXERCISE FACILITY.

The Building has an exercise center located on the lower level of the Building (the “Exercise Facility”), which shall be operated and maintained for the exclusive use of Landlord, its agents, employees or invitees and the office tenants of the Building, including Tenant and its employees; provided, however, that (i) Landlord shall not be required to provide an attendant for the Exercise Facility, and (ii) such use shall be at Tenant’s sole risk and Landlord assumes no liability therefor. Admission to the Exercise Facility will be obtained through the use of the Building access control system. Use of the Exercise Facility and the hours of operation thereof will be subject to such rules and regulations as Landlord or its agent may promulgate, and amend, from time to time. It is understood that no person shall be entitled to use the Exercise Facility until (a) such person has signed a waiver of liability to be prepared by Landlord or its agent, and (b) if Landlord charges a fee for the use of the Exercise Facility until such person has paid such fee, it being understood and agreed that Landlord shall not charge any fees for use of the Exercise Facility, other than for specialty services (e.g., personal training, massage and similar services). Notwithstanding anything contained herein to the contrary, all expenses of operating and maintaining the Exercise Facility (including, but not limited to, equipment leases) shall be included in

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Operating Expenses. Landlord reserves the right to change the location of the Exercise Facility to a space of comparable size with comparable equipment and features within the Building at any time and from time to time, provided that Landlord provides Tenant with prior written notice of such relocation and that Landlord promptly commences and diligently pursues the relocation.

41. ANTENNA LICENSE.

Subject to the terms of this Section 41, Landlord hereby grants to Tenant a license during the Term, provided that Tenant is not in default under this Lease: to install and operate one (1) satellite dish (solely for Tenant’s business as conducted within the Premises, and not for any resale or other commercial purpose), microwave antennae, or other similar equipment in and on the Building, at no additional charge, in accordance with specifications and at the location(s) approved by Landlord in writing in advance, in Landlord’s sole discretion (all of the foregoing items being hereinafter collectively referred to as the “Antenna”). Tenant shall have the right to erect fencing and other equipment to protect the Antenna, subject to Landlord’s approval which shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right to relocate the Antenna to another location on the roof of the Building, which shall be accomplished at Landlord’s sole expense, and which right shall not be exercised by Landlord in a manner which would deprive Tenant of a clear reception, within the requirements of the Federal Communications Commission governing the Antenna.

Any provision hereof to the contrary notwithstanding, Landlord shall have the right, in its sole discretion, to require Tenant to use a contractor specified by Landlord to install the Antenna, all at Tenant’s sole cost and expense, or to have a contractor specified by Landlord supervise the installation of the Antenna by Tenant’s contractor and in such event Tenant agrees to pay Landlord’s contractor’s reasonable supervision fees.

This Section 41 shall be subject at all times to the following conditions (the failure of any of which shall be a material breach of this Section 41 by Tenant and shall give Landlord the right to terminate Tenant’s access and use of the roof for said Antenna):

A. The Antenna shall be installed and at all times operated, maintained and repaired by Tenant, at Tenant’s sole cost and expense. All penetrations into any Building surfaces shall be sealed so as to prevent any water leakage. Tenant shall not undertake or engage in any installation of the Antenna without first submitting to Landlord detailed working plans of all such installations and obtaining prior written approval of Landlord.

B. Throughout the period of such Installation, and thereafter during any operation, maintenance or repair of the Antenna, Tenant shall install and utilize, at Tenant’s sole expense, such screening supports, walk boards, and such other materials as may be required by Landlord to protect the Building or any part thereof, the Building generally, pedestrians, vehicles on adjacent roadways and any other property or owners of property adjacent to the Building.

C. The Antenna installed or operated by Tenant hereunder shall be installed, operated, maintained and repaired by Tenant in a good and workmanlike manner and in a manner which shall not impair the structure, value, rental value or rentability of, or detract from the appearance of, the Building or any part thereof.

D. The Antenna installed or operated by Tenant hereunder shall be installed, operated, maintained and repaired by Tenant in a manner which shall not cause a violation of any mortgage, deed of trust, ground lease or other financing instrument now existing or hereafter recorded with respect to the Building or any agreements or warranties with respect to the Building or any part thereof as are now or hereafter shall be held by or entered into by Landlord or Landlord’s management agent.

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E. The Antenna installed or operated by Tenant hereunder shall be installed, operated, maintained and repaired by Tenant in a manner which shall not interfere with or disturb Landlord or any tenant or other occupant of the Building.

F. The Antenna shall not cause interference with any other equipment of any nature in, on or about the Building or any other equipment owned by any other person, irrespective of where located and irrespective of whether such person has any interest in the Building. In the event Tenant’s equipment causes such interference, Tenant agrees it will take all steps necessary to correct and eliminate the interference consistent with appropriate government rules and regulations upon receipt of written notification of the interference. If the interference is not corrected within one (1) business day of receipt of notification, Tenant will cease operation of the equipment causing such interference until such interference is cured.

G. Neither the Antenna nor Tenant shall interfere with the use of the roof of the Building or any other part of the Building by Landlord or any tenant or occupant of the Building or any other person or entity.

H. Prior to the installation of the Antenna, Tenant shall obtain, and shall thereafter comply with and keep in force throughout the Term, all permits, licenses, inspections and other governmental requirements and authorizations required by all governmental authorities having jurisdiction over the Building, the Antenna, Tenant, or the business operations in which the Antenna shall be utilized.

I. The installation, operation, maintenance, repair and replacement of the Antenna shall be performed by Tenant in accordance with all applicable laws, regulations and other requirements of all federal and local governmental and quasi governmental entities and authorities.

J. Tenant, at its sole cost and expense, shall remove the Antenna prior to the expiration or earlier termination of this Lease, and Tenant shall repair any damage to the Building caused by such removal or caused by the installation of such Antenna at its sole cost and expense and in accordance with all applicable Laws

Tenant acknowledges and agrees that Landlord has not made any representation, warranty or other statement to Tenant (and none is implied) regarding the feasibility of installing or operating the Antenna hereunder.

Landlord agrees to permit Tenant reasonable, non exclusive access to portions of the Building as necessary so as to facilitate the installation, operation, maintenance, repair, and removal of the Antenna in accordance with this Section 40. Tenant shall notify Landlord in advance when Tenant requires access to the roof of the Building and shall not attempt to gain such access to the roof of the Building without being accompanied by an employee, agent or contractor of Landlord.

42. RISER ACCESS.

Tenant and its contractor shall be permitted non-exclusive access to a proportionate share (based upon the number of rentable square feet of area being leased by Tenant in the Building versus the number of square feet of total rentable area in the Building) of the Building risers (the “Risers”), at no additional charge therefor, for the sole purpose of installing, inspecting, maintaining, repairing and replacing cabling and telecommunications equipment and piping for condenser water therein.

A. Tenant shall submit to Landlord for Landlord’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) reasonably detailed plans and specifications showing the locations within the Risers where such cabling and equipment and piping will be installed. Tenant shall appropriately mark and/or tag all such cabling and equipment and piping as are reasonably required by Landlord to identify the owner and user thereof. If any such cabling, equipment and piping are installed

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without Landlord’s prior written approval or without such appropriate identification, and Tenant fails to remove same within thirty (30) days after written notice from Landlord to do so, then Landlord shall have the right to remove and correct such improvements and restore the Risers to their condition immediately prior thereto, and Tenant shall be liable for all expenses incurred by Landlord in connection therewith. Tenant shall not be entitled to use or occupy a disproportionate amount of the available space in the Risers, based upon the proportion of the rentable area then comprising the Premises to the aggregate rentable office area in the Building. Landlord makes no representation or warranty that the Risers will be adequate to satisfy Tenant’s needs.

B. Tenant and its contractor(s) shall coordinate any access to the Risers with Landlord’s property manager for the Building.

C. Tenant shall pay, as Additional Rent, all actual, out-of-pocket costs and expenses reasonably incurred by Landlord in connection with the supervision of the performance of such work by or on behalf of Tenant or its contractors, agents or employees. In addition, if Tenant requests Landlord or its employees to provide after hours or non-standard services, Tenant shall pay to Landlord, as Additional Rent, all actual, out-of-pocket costs and expenses reasonably incurred by Landlord in connection therewith (at Tenant’s request, Landlord shall notify Tenant whether any particular service is non-standard prior to the commencement of such work by Landlord).

D. Tenant and its contractor(s) shall conduct their work in a manner that minimizes disruption and inconvenience to other tenants and occupants of the Building.

E. During the installation, maintenance, repair, replacement, and removal of such cabling and equipment and piping, Tenant shall keep all public areas of the Building where such work is being performed neat and clean at all times and Tenant shall remove or cause all debris to be removed from the Building at the end of each workday.

F. Subject to Section 17(d), Tenant shall promptly repair, at its sole cost and expense, any damage done to the Building or to the premises of any other tenant in the Building or to any electrical, mechanical, HVAC, sprinkler, life safety and other operating system serving the Building or other Common Areas that are caused by or arise out of any work performed by Tenant or its contractor pursuant to this Section 42.

G. Any contractor performing such work shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (it being agreed that it shall be reasonable for Landlord to withhold or deny its approval if such contractor is not properly licensed or insured, is subject to any bankruptcy proceeding, or (in the case of Tenant’s telecom cabling) is not a telecommunications provider which provides services to comparable buildings in the Washington, D.C. metropolitan area on a general basis).

H. In performing such work, Tenant and its contractor shall observe Landlord’s rules and regulations regarding the construction, installation, and removal of Tenant improvements in the Building, which rules and regulations, together with any modifications thereto, shall be provided to Tenant, in writing, prior to enforcement.

I. Tenant shall be solely responsible at its sole cost and expense to correct and to repair any work or materials installed by Tenant or Tenant’s contractor. Landlord shall have no liability to Tenant whatsoever on account of any work performed or material provided by Tenant or its contractor.

J. Tenant, Tenant’s Affiliates, or Landlord shall remove, at Tenant’s sole cost and expense, all cabling and equipment and piping installed by or on behalf of Tenant (whether on or after the date hereof) from the Risers by not later than the expiration or

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earlier termination of this Lease; provided, however, that in the event Landlord knows as of the Lease Expiration Date that the succeeding tenant of the Premises desires that Tenant’s cabling, equipment and/or piping be left in place, then Tenant shall have no obligation to remove such cabling, equipment and/or piping that the succeeding tenant desires to retain. All damages and injury to the Risers, the Premises or the Building caused by such removal shall be repaired by Tenant,

K. Landlord’s representative shall have the right to inspect any work performed by Tenant or its contractor at any time.

L. All work done and materials furnished by Tenant and/or its contractor shall be of good quality and shall be performed in a good and workmanlike manner and in accordance and compliance with all applicable Laws and the other applicable provisions of this Lease.

M. Any casualty or other damage to all or any portion of the Risers shall not affect Tenant’s obligations, duties, or responsibilities under this Lease.

43. OPTIONS TO EXTEND.

Provided that Evolent Health, Inc., a Delaware corporation or any Affiliate (as defined in Section 23.F. hereof) (collectively, “Evolent”) is not then in Default, both at the time of exercise of the Renewal Option (as hereinafter defined), in question, and at the commencement of the Renewal Period (as hereinafter defined), in question, and is then in occupancy of the Premises at the time of exercise of the Renewal Option in question, and at the time of the commencement of the Renewal Period in question, Evolent shall have three (3) successive options (the “Renewal Options”) to extend the Term of the Lease, each of which Renewal Options shall be to extend the Term for a three (3) year period (the “Renewal Periods”) after the expiration of the initial Term. Each Renewal Option shall be exercisable only by written notice given by Evolent to Landlord not later than twelve (12) months, nor earlier than fifteen (15) months, prior to the expiration of the initial Term, or the Renewal Period then in effect, as the case may be. In the event that Evolent does not timely exercise a Renewal Option, said Renewal Option and all successive Renewal Options shall be null and void and of no further force or effect, time being of the essence in the exercise of each Renewal Option and it being acknowledged and agreed by Evolent that Landlord shall be entitled to rely on any failure by Evolent to give written notice of its exercise of its Renewal Option by the date set forth herein for such exercise thereof.

All terms and conditions of this Lease shall be applicable during the Renewal Period except that the amount of Base Rent charged for each Renewal Period shall be the then “Prevailing Market Rent”, which shall be the rent for comparable office space being leased to renewal tenants in buildings of comparable size, class and location to the Building in the Ballston submarket of Virginia, taking into account such market concessions, if any, as are then being offered to renewal tenants leasing office space of a comparable size to the Premises in buildings having a comparable size, class and location to the Building in the Ballston submarket of Virginia, including, but not limited to, if applicable, market escalations, rental abatements, tenant improvement allowances and the inclusion or exclusion of a market fee for Tenant’s then current real estate advisor. If within thirty (30) days following delivery of Evolent’s notice (or a Landlord’s Offer (as hereinafter defined) which may be given by Landlord pursuant to Section 44 below), Landlord and Evolent have not mutually agreed on the Prevailing Market Rent for the Renewal Period in question (or for the Available Space in question, in the case of a Landlord’s Offer pursuant to Section 44 below), then Landlord and Tenant shall use the following method for the determination of the Prevailing Market Rent (the “3-Broker Method”): within ten (10) business days after the expiration of such thirty-day period, each party shall give written notice to the other setting forth the name and address of a Broker

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(as hereinafter defined) selected by such party who has agreed to act in such capacity, to determine the Prevailing Market Rent; provided, however, that Tenant shall have the right, only within the aforesaid ten business day period, to provide Landlord with written notice of Tenant’s election to withdraw its Renewal Option, in which event said Renewal Option and all successive Renewal Options shall be null and void and of no further force or effect and the Lease shall terminate on the scheduled date of expiration or earlier termination of this Lease. If after the expiration of such ten business day period Tenant has not provided its notice to withdraw its Renewal Option, and either party has failed to select a Broker as aforesaid, the Prevailing Market Rent shall be determined by the Broker selected by the other party. Each Broker shall thereupon independently make his determination of the Prevailing Market Rent within twenty (20) days after the appointment of the second Broker. If the two Brokers’ determinations are not the same, but the higher of such two values is not more than one hundred five percent (105%) of the lower of them, then the Prevailing Market Rent shall be deemed to be the average of the two values. If the higher of such two values is more than one hundred five percent (105%) of the lower of them, then the two Brokers shall jointly appoint a third Broker within ten (10) days after the second of the two determinations described above has been rendered. The third Broker shall independently make his determination of the Prevailing Market Rent within twenty (20) days after his appointment. The highest and the lowest determinations of value among the three brokers shall be disregarded and the remaining determination shall be deemed to be the Prevailing Market Rent.

Within thirty (30) days after the later to occur of (i) the date on which Landlord and Tenant agree upon the Prevailing Market Rent or (ii) the date on which the Prevailing Market Rent is otherwise determined by the 3-broker method as aforesaid, Landlord and Evolent shall execute an amendment to this Lease setting forth the terms as to the Renewal Period. If Evolent shall fail to execute said amendment within such thirty (30) day period, Evolent shall nevertheless remain bound by the exercise thereof, and shall pay the Prevailing Market Rent as determined above.

For the purposes of this Section 43, “Broker” shall mean a real estate broker or salesperson licensed in the Commonwealth of Virginia, who has been regularly engaged in such capacity in the business of commercial office leasing in the Ballston submarket of Virginia for at least ten (10) years immediately preceding such person’s appointment hereunder. Each party shall pay for the cost of its Broker and one half of the cost of the third Broker.

44. RIGHT OF FIRST OFFER.

A. Available Space: Evolent shall have the rights set forth in this Section 44 provided that (i) Evolent has leased at least 14,560 square feet of rentable office space on the sixth (6th) floor of the Building pursuant to Section 45 hereof, Section 46 hereof, or any combination thereof, (ii) Evolent is not then in Default and has not been in Default more than once during the Term, in each case both at the time of Landlord’s Offer (as hereinafter defined), and at the time of the commencement of the term as to the Available Space (as hereinafter defined), (iii) Evolent is then in occupancy of at least seventy-five percent (75%) of the Premises at the time of Landlord’s Offer, and at the time of the commencement of the term as to the Available Space, and (iv) the right and option of Evolent hereinafter granted shall be subject and subordinate to the right(s) and option(s) as to said Available Space of any future tenants leasing space in the Building during Landlord’s initial leasing of the Building. If after Landlord has completed its initial leasing of the Building (except for the Available Space), there then remains Available Space (as hereinafter defined) in the Building which is not the subject of any present or future rights of one or more tenants that entered into leases for space in the Building

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during Landlord’s initial leasing of the Building, then Evolent shall have a one-time right to receive from Landlord, prior to the leasing of said Available Space by Landlord, an offer to lease the Available Space to Evolent on the terms set forth in Landlord’s Offer, which offer shall be accepted or rejected at Evolent’s option. “Available Space” means only that office space which (a) is not located on the sixth (6th) floor of the Building, and (b) is located on a single floor of the Building and is a contiguous block of space (i.e., the Available Space shall not comprise different areas on one floor of the Building or different areas on separate floors of the Building, but the Available Space does not have to be contiguous to the Premises), and (c) comprises not more than one (1) full floor and not less than ten thousand (10,000) square feet of rentable area, and (d) is the last remaining block of space that satisfies all of the criteria in the immediately preceding clauses (a), (b) and (c). Subject to the provisions set forth hereinbelow with respect to the determination of the Prevailing Market Rent, the Available Space shall be offered to and accepted (if at all) by Evolent on the terms and conditions set forth in Landlord’s offer to Evolent as to such Available Space (“Landlord’s Offer”), which Landlord’s Offer shall contain Landlord’s determination of the Prevailing Market Rent for the Available Space, which shall mean the rent for comparable office space being leased to new tenants in buildings of comparable size, class and location to the Building in the Ballston submarket of Virginia, taking into account such market concessions, if any, as are then being offered to new tenants leasing office space of a size that is comparable to that of the Available Space in buildings of a comparable size, class and location to the Building in the Ballston submarket of Virginia, including, but not limited to, if applicable, market escalations, rental abatements, tenant improvement allowances and the inclusion of a market fee for Evolent’s then current real estate advisor. Evolent acknowledges that Landlord is under no obligation to conduct its initial leasing activities at the Building in such manner as will ensure that a single block of space will remain available for leasing hereunder. In the event that less than twenty-four (24) months are then remaining in the Term at the time of a Landlord’s Offer, then Landlord’s Offer shall also contain Landlord’s determination of the Prevailing Market Rent for the Renewal Period as to the remainder of the Premises then being leased by Evolent, and if Evolent elects to accept Landlord’s Offer with respect to the Available Space, then Evolent shall also be required to simultaneously exercise its Renewal Option set forth in Section 43 hereof, in which event (A) Evolent shall lease the Available Space upon the terms and conditions set forth In Landlord’s Offer (subject to adjustment of the Prevailing Market Rent as set forth below), and (B) Evolent shall be bound by the exercise of its Renewal Option. If Evolent disagrees with Landlord’s determination of the Prevailing Market Rent for the Available Space or the Prevailing Market Rent for the Renewal Period, but Evolent nevertheless gives timely notice of its exercise of its option to lease the Available Space, and Landlord and Evolent do not agree on the applicable Prevailing Market Rent within thirty (30) days following Landlord’s Offer, then the Prevailing Market Rent for the Available Space, the Renewal Period, or both of same, as applicable, shall be determined pursuant to the 3-Broker Method set forth in Section 43 hereof.

B. Notice; Exercise: Evolent shall give to Landlord written notice of Evolent’s exercise of its option to so lease the Available Space within fifteen (15) days after the date on which Landlord gives Landlord’s Offer to Evolent. If Evolent shall fail to exercise its option to lease the Available Space within said fifteen (15) days after the date on which Landlord’s Offer is so given by Landlord, then Landlord shall be free to offer to lease and to lease such Available Space to others and Evolent’s right to lease said Available Space shall be void and of no force or effect for the remainder of the Term of this Lease (Evolent’s right hereunder being a one time right as to such Available Space), and Landlord may lease said Available Space to others upon such terms and for such periods as shall be acceptable to Landlord (it being agreed that time shall be of the essence in Evolent’s delivery of the aforesaid notice to

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Landlord and that if such written notice is not so delivered within the time aforesaid, Landlord will rely to its detriment on Evolent’s failure to give such written notice).

C. Execution of Lease Amendment: Within thirty (30) days after the date that is the later to occur of (i) the date Evolent gives written notice to Landlord of the exercise of Evolent’s option hereunder if Evolent accepts Landlord’s Offer on the terms and conditions set forth therein, or (ii) the date on which the Prevailing Market Rent is determined pursuant to the 3-Broker Method, Landlord and Evolent shall execute an amendment to this Lease setting forth the terms set forth in Landlord’s Offer as to the Available Space (or the Prevailing Market Rent determined pursuant to the 3-Broker Method, as applicable). If Evolent shall fail to execute said amendment to this Lease for the Available Space within such thirty (30) day period, Evolent shall nevertheless remain bound by the exercise thereof, upon the terms and conditions set forth in Landlord’s Offer (or the Prevailing Market Rent determined pursuant to the 3-Broker Method, as applicable).

D. Miscellaneous Provisions: Nothing set forth in this Section 44 shall be construed to give Evolent a superior right to lease any Available Space or any other space in the Building that is subject to any present or future right(s) and option(s) of any other tenant(s) in the Building. Any lease of Available Space entered into pursuant to the terms of this Section 44 shall be effective upon the date of the amendment to this Lease and the term thereof and the obligation to pay rental thereunder shall commence upon the date determined pursuant to the provisions of Landlord’s Offer, as set forth in such amendment. During the period that any Landlord’s Offer is outstanding, Landlord may proceed with negotiations with prospective tenants other than Evolent with respect to any or all of the Available Space in question, provided that Landlord may only enter into leases with respect to any such Available Space upon complying with all of the terms and conditions regarding Evolent’s right of first offer, as set forth in this Section 44. Evolent may only take Available Space hereunder in whole but not in part.

45. HOLD SPACE PREMISES.

A. Hold Space Premises: Provided that Evolent is not then in Default and has not been in Default more than once during the Term, in each case both at the time of exercise of the option hereinafter granted and at the time of the commencement of the term as to the Hold Space Premises (as hereinafter defined), then solely during the period commencing on the Effective Date (as defined in Section 2.A. hereof) and ending on December 1, 2012 (the “Notice Outside Date”), Evolent shall have a one-time option to lease from Landlord all or a portion of that certain other office space located on the sixth (6th) floor of the Building (the “Hold Space Premises”), which Hold Space Premises shall be not less than 14,560 square feet of rentable area, and not more than 29,120 square feet of rentable area (i.e., all rentable office space on the sixth (6th) floor of the Building); provided, however, that in the event that Evolent elects to lease less than all of the office space on the sixth (6th) floor of the Building, then the Hold Space Premises shall be configured such that it runs from the rear portion of the sixth (6th) floor of the Building to the front portion of the sixth (6th) floor of the Building, as depicted on Exhibit H attached hereto. The Hold Space Premises, when so leased to Evolent, shall become part of the Premises and shall be subject to the terms and conditions of this Lease then prevailing, except as follows:

(1) The term as to the Hold Space Premises leased by Evolent pursuant to this Section 45 shall commence on the “Hold Space Premises Commencement Date”, which shall be the earlier to occur of (i) the date on which Evolent commences beneficial occupancy of the Hold Space Premises for the conduct of its business operations therein, or (ii) the first (1st) anniversary of the Lease Commencement Date under this Lease with respect to the Premises. All construction and improvements to be performed

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with respect to any portion of the Hold Space Premises shall be performed by Evolent, at its sole cost and expense (subject to the Hold Space Premises Tenant Allowance described in clause (5) below), in accordance with the terms and conditions of this Lease, including, but not limited to, Exhibit C attached hereto. The term as to the Hold Space Premises leased by Evolent hereunder shall continue for the remainder of the Term existing as of the Hold Space Premises Commencement Date, and the exercise of any option to extend the Term by Evolent pursuant to Section 43 of this Lease shall also include the extension of the Term for a like period as to the Hold Space Premises leased to Evolent as of the commencement date of such Renewal Period (as defined in Section 43 hereof).

(2) The rate of Base Rent for the Hold Space Premises shall be the same as the rate of Base Rent per square foot per annum with respect to the Premises then in effect on the Hold Space Lease Commencement Date, and shall escalate at the same times and in the same manner as set forth herein with respect to the Base Rent for the Premises.

(3) The Free Rent Allowance shall not apply to the Hold Space Premises, it being agreed that Evolent shall commence the payment of Base Rent for the Hold Space Premises on the Hold Space Premises Commencement Date.

(4) Upon the execution of an amendment pursuant to Section 45.C hereof, the Letter of Credit shall be amended in order to increase the Security Deposit being held hereunder by an amount equal to the product of (i) Fifty-Eight and 87/100 Dollars ($58.87) multiplied by (ii) the number of square feet of rentable area comprising the Hold Space Premises.

(5) Landlord shall deliver to Evolent and Evolent shall accept delivery of possession of the Hold Space Premises in its then “as-is” condition, and Landlord shall have no obligation to perform any improvements or alterations to the Hold Space Premises. Landlord shall make available for the performance of Hold Space Premises an allowance (the “Hold Space Premises Tenant Allowance”) in an amount equal to the product of (a) Fifty-Two and 50/100 Dollars ($52.50) multiplied by (b) the number of rentable square feet of area comprising the Hold Space Premises.

(6) From and after the Hold Space Premises Commencement Date, such Hold Space Premises shall be included in the term “Premises” as used in this Lease, and Tenant’s Proportionate Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be increased proportionately.

B. Notice; Exercise:

(1) In order to exercise its right to lease the Hold Space Premises, Evolent shall provide Landlord with written notice on or before the Notice Outside Date, which notice from Evolent shall state therein the number of square feet of rentable area that Evolent desires to lease pursuant to this Section 45, provided that in no event shall the number of square feet of area comprising the Hold Space Premises be less than 14,560 rentable square feet of area. If Evolent shall fail to exercise its option to lease the Hold Space Premises on or before the Notice Outside Date, then Landlord shall be free to offer to lease and to lease such space on the sixth (6th) floor to others and Evolent’s right to lease said Hold Space Premises shall be void and of no force or effect for the remainder of the Term of this Lease (Evolent’s right hereunder being a one-time right as to such Hold Space Premises), and Landlord may lease said Hold Space Premises to others under such terms and for such periods as shall be acceptable to Landlord (it being agreed that time shall be of the essence in Evolent’s delivery of the aforesaid notice to Landlord and that, if such written notice is not so delivered within the time aforesaid, Landlord will rely to its detriment on Evolent’s failure to give such written notice).

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(2) Notwithstanding the foregoing, in the event that Landlord receives from a third party prospective tenant a response to a proposal for space on the sixth (6th) floor of the Building which would encumber all or any portion of the Hold Space Premises and which is on terms that Landlord is willing to accept, then Landlord shall provide written notice to Evolent of the existence of such prospective third party tenant, in which event, if Evolent wishes to lease the Hold Space, Evolent shall give to Landlord written notice of Evolent’s exercise of its option to so lease the Hold Space Premises within five (5) business days after the date on which Landlord gives written notice to Evolent of such prospective third party tenant, and such written notice from Evolent shall set forth therein the number of rentable square feet comprising the Hold Space Premises, provided that in no event shall the Hold Space Premises leased by Evolent pursuant to this Section 45.B.(2) comprise less than 14,560 rentable square feet of area. If Evolent fails to exercise its option to lease the Hold Space Premises within said five (5) days after the date of such notice from Landlord of the existence of a prospective third party tenant, then (i) Landlord shall be free to enter into a lease with such third party tenant upon terms and conditions acceptable to Landlord in its sole and absolute discretion, and (ii) if there still exists at least 14,560 rentable square feet of area available on the sixth (6^th) floor of the Building, Evolent’s rights set forth in this Section 45 with respect to any portion of the Hold Space Premises which is not the subject of such lease with such third party tenant shall remain in full force and effect through and including the Notice Outside Date as set forth above. In the event that Landlord and such third party tenant do enter into a lease for space on the sixth (6^th) floor of the Building, and if there does not thereafter exist at least 14,560 rentable square feet of area available on the sixth (6^th) floor of the Building, then Evolent’s right to lease any further space on the sixth (6^th) floor of the Building shall be subject to the terms and conditions of Section 46 hereof (captioned “Right of First Notice Space”). In the event that Landlord and such third party tenant do not enter into a lease, then Landlord shall not be permitted to enter into a lease with a new third party tenant until such time as Landlord has notified Evolent of the existence of such new third party tenant and Evolent has failed to exercise its right to lease the Hold Space Premises within the aforementioned five (5) business day period following such notice from Landlord.

C. Execution of Lease Amendment: Within thirty (30) days after the date on which Evolent exercises its right to lease the Hold Space Premises, Landlord and Evolent shall execute an amendment to this Lease setting forth the terms set forth in this Section 45 as to the Hold Space Premises. If Evolent shall fail to execute said amendment to this Lease for the Hold Space Premises within such thirty (30) day period, Evolent shall nevertheless remain bound by the exercise thereof, upon the terms and conditions set forth in this Section 45.

46. RIGHT OF FIRST NOTICE SPACE.

A. ROFN Space: Provided that Evolent is not then in Default and has not been in Default more than once during the Term, in each case both at the time of exercise of the option hereinafter granted and at the time of the commencement of the term as to each portion of the ROFN Space (as hereinafter defined), then if Evolent has leased a portion of the Hold Space Premises pursuant to Section 45 above but the Hold Space Premises comprises less than all of the rentable office area on the sixth (6th) floor of Building, then solely during the period commencing on the date on which Evolent has exercised its right to lease the Hold Space Premises pursuant to Section 45 above and ending on the date on which all remaining rentable office area on the sixth (6th) floor of the Building has been initially leased by Landlord, Evolent shall have a continuing option to lease from Landlord all of the remaining

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office space located on the sixth (6th) floor of the Building (the “ROFN Space”). The ROFN Space, when so leased to Evolent, shall become part of the Premises and shall be subject to the terms and conditions of this Lease then prevailing, except as follows:

(1) The term as to each portion of the ROFN Space leased by Evolent pursuant to this Section 46 shall commence on the “ROFN Space Commencement Date”, which shall be the later of (i) the first anniversary of the Lease Commencement Date and (ii) the one hundred twentieth (120th) day following the date on which Evolent gives Landlord notice of Evolent’s exercise of its right to lease the ROFN Space. All construction and improvements to be performed with respect to any portion of the ROFN Space shall be performed by Evolent, at its sole cost and expense (subject to the ROFN Space Premises Tenant Allowance described in clause (5) below), in accordance with the terms and conditions of the Work Agreement, the form of which is Exhibit C attached hereto. The term as to the ROFN Space leased by Evolent hereunder shall continue for the remainder of the Term existing as of the ROFN Space, and the exercise of any option to extend the Term by Evolent pursuant to Section 43 of this Lease shall also include the extension of the Term for a like period as to the ROFN Space leased to Evolent as of the commencement date of such Renewal Period (as hereinafter defined in Section 43 hereof).

(2) The rate of Base Rent for the ROFN Space shall be the same as the rate of Base Rent per square foot per annum with respect to the Premises then in effect on the ROFN Space Lease Commencement Date, and shall escalate at the same times and in the same manner as set forth herein with respect to the Base Rent for the Premises.

(3) The Free Rent Allowance shall not apply to the ROFN Space, it being agreed that Evolent shall commence the payment of Base Rent for the ROFN Space on the ROFN Space Commencement Date.

(4) Upon the execution of an amendment pursuant to Section 46.C hereof, the Letter of Credit shall be amended in order to increase the Security Deposit being held hereunder by an amount equal to the product of (i) Fifty-Eight and 87/100 Dollars ($58.87) multiplied by (ii) the number of square feet of rentable area comprising the ROFN Space.

(5) Landlord shall deliver to Evolent and Evolent shall accept delivery of possession of the ROFN Space in its then “as-is” condition, and Landlord shall have no obligation to perform any improvements or alterations to the ROFN Space. Landlord shall make available for the performance of work by Evolent in the ROFN Space an allowance (the “ROFN Space Tenant Allowance”) in an amount equal to the product of (a) Fifty-Two and 50/100 Dollars ($52.50) multiplied by (b) the quotient of (x) the number of months remaining in the initial Term as of the ROFN Space Commencement Date divided by (y) seventy-two (72) months (i.e., the number of months in the initial Term), multiplied by (c) the number of rentable square feet of area comprising the ROFN Space. [For example, in the event that Evolent leases ROFN Space comprising 5,000 square feet of rentable area, and as of the ROFN Space Commencement Date, fifty (50) months remain until the scheduled date of expiration of the initial Term, then the ROFN Space Tenant Allowance would be $181,150.00 (i.e., $52.50 x (50 ÷72) x 5,000 rentable square feet = $181,150.00)]

(6) From and after the ROFN Space Commencement Date, such ROFN Space shall be included in the term “Premises” as used in this Lease, and Tenant’s Proportionate Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be increased proportionately.

B. Notice; Exercise: In the event that Landlord receives from a third party prospective tenant a response to a proposal for all or any portion of the ROFN Space which is on terms that Landlord is willing to accept, then Landlord shall provide written notice to Evolent of the existence of such prospective third party tenant, in which event Evolent shall give to Landlord written notice of

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Evolent’s exercise of its option to so lease the ROFN Space within five (5) business days after the date on which Landlord gives written notice to Evolent of such prospective third party tenant. If Evolent shall fail to exercise its option to lease the ROFN Space within said five (5) business days after the date of such notice from Landlord of the existence of a prospective third party tenant, then (i) Landlord shall be free to enter into a lease with such third party tenant upon terms and conditions acceptable to Landlord in its sole and absolute discretion, and (ii) Evolent’s rights set forth in this Section 46 with respect to any remaining space on the sixth (6^th) floor of the Building which is not the subject of such lease with such third party tenant shall remain in full force and effect through and including the date on which all rentable office space on the sixth (6^th) floor of the Building has been leased. In the event that Landlord and such third (3rd) party tenant do not enter into a lease, then Landlord shall not be permitted to enter into a lease with a new third party tenant until such time as Landlord has notified Evolent of the existence of such new third party tenant and Evolent has failed to exercise its right to lease the applicable portion of the ROFN Space within the aforementioned five (5) business day period following such notice from Landlord.

C. Execution of Lease Amendment: Within thirty (30) days after the date on which Evolent exercises its right to lease the ROFN Space, Landlord and Evolent shall execute an amendment to this Lease setting forth the terms set forth in this Section 46 as to the ROFN Space. If Evolent shall fail to execute said amendment to this Lease for the ROFN Space within such thirty (30) day period, Evolent shall nevertheless remain bound by the exercise thereof, upon the terms and conditions set forth in this Section 46.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Deed of Lease under seal as of the day and year first above written.

LANDLORD:
NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company,
by	JBG/Company Manager IV, L.L.C., a Delaware limited liability company, Managing Member
	By:	/s/    Steve Bonacci
	Name:	Steve Bonacci
		Managing Member

WITNESS/ATTEST:		TENANT:
[Corporate Seal]		EVOLENT HEALTH, INC., a Delaware corporation,
By:	/s/ Seth B. Blackley	By:	/s/ Alisha Griffey

Name: Seth B. Blackley Name: Alisha Griffey

Its: President Its: V.P. Finance

EX-10.19

Exhibit 10.19

FIRST AMENDMENT TO DEED OF LEASE

THIS FIRST AMENDMENT TO DEED OF LEASE (“First Amendment”) is made as of March 1, 2013, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH, INC., a Delaware corporation (“Tenant”).

W I T N E S S E T H:

WHEREAS, by that certain Deed of Lease dated July 31, 2012 (the “Lease”), Landlord leased to Tenant, and Tenant leased from Landlord, approximately 33,972 square feet of rentable area (the “Premises”) comprising the entire fourth (4^th) floor in the building located at 800 North Glebe Road, Arlington, Virginia (the “Building”), upon the terms and conditions set forth in the Lease;

WHEREAS, pursuant to Section 45 of the Lease (captioned “Hold Space Premises”), Tenant has an option to lease certain additional space on the sixth (6th) floor of the Building, upon the terms and conditions set forth in the Lease;

WHEREAS, Tenant desires to exercise its option set forth in Section 45 to lease from Landlord, and Landlord desires to lease to Tenant, an additional 9,120 rentable square feet of space comprising the entire sixth (6^th) floor of the Building, and Landlord and Tenant wish to revise and modify the Lease accordingly, upon the terms and conditions set forth in this First Amendment; and

WHEREAS, Landlord and Tenant wish to amend the Lease in order to modify certain other terms and conditions of the Lease, all as more particularly set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease.

2. Landlord and Tenant hereby understand and agree that pursuant to Section 45 of the Lease, Tenant was required to provide notice to Landlord on or before December 1, 2012 of Tenant’s desire to exercise its rights set forth in said Section 45.

Notwithstanding such requirement set forth in the Lease, Landlord hereby agrees that Tenant has satisfied the notice requirement to

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the satisfaction of Landlord pursuant to a written notice provided by Tenant to Landlord on January 31, 2013.

3. The Lease is hereby amended by adding thereto new Sections 47 and 48, to read as follows:

“47. EXPANSION SPACE.

A. Term : Landlord, in satisfaction of its obligation under Section 45 of this Lease, hereby leases unto Tenant, and Tenant hereby leases from Landlord, approximately 29,120 square feet of rentable floor area (the ‘Expansion Space’) comprising the entire sixth (6^th) floor of the Building, which Expansion Space is hereby agreed to be that certain space which is shown on Exhibit A-1 attached hereto and made a part hereof, for a term (the ‘Expansion Space Term’) commencing on March 1, 2013 (the ‘Expansion Space Commencement Date’) and continuing through and including 11:59 p.m. on the Lease Expiration Date, as defined in Section 2.A. hereof (the ‘Expansion Space Termination Date’), unless earlier terminated pursuant to the provisions of this Lease or pursuant to law.

B. ‘As -I s’ Condition of Expansion Space; Expansion Space Tenant’s Work : Tenant accepts the Expansion Space in its ‘as-is’ shell condition as of the Expansion Space Commencement Date, and Landlord shall have no obligation to make any improvements or alterations to the Expansion Space except as set forth in the Building Shell Definition attached as Exhibit C-1 to this Lease. Notwithstanding the foregoing, Landlord shall make available for the performance of Tenant’s improvements in the Expansion Space (‘Expansion Space Tenant’s Work’) an allowance in the amount(s), and pursuant to the terms and conditions, set forth in the Work Agreement attached hereto as Exhibit C (i.e., an amount equal to (i) Fifty-Two and 50/100 Dollars ($52.50) multiplied by (ii) the number of rentable square feet comprising the Expansion Space). Tenant shall perform the Expansion Space Tenant’s Work, it being understood and agreed by Landlord and Tenant that all terms and conditions of Exhibit C shall be applicable to Tenant’s performance of the Expansion Space Tenant’s Work, and to the payment by Landlord to Tenant of the Expansion Space Tenant Allowance, such that Landlord and Tenant shall be bound by all of the same terms and conditions of the Work Agreement and this Lease with respect to the payment of the Expansion Space Tenant Allowance and the performance

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by Tenant of the Expansion Space Tenant’s Work. Notwithstanding the foregoing or anything to the contrary contained in the Work Agreement, Landlord shall pay the Expansion Space Tenant Allowance directly to Tenant’s general contractor following Tenant’s completion of items of Expansion Space Tenant’s Work and Landlord’s receipt from Tenant of (i) Tenant’s written certification to Landlord that the items of Expansion Space Tenant’s Work with respect to which disbursement of a portion of the Expansion Space Tenant Allowance is being requested by Tenant have been completed and that payment should be made by Landlord to Tenant’s general contractor, (ii) invoices reasonably evidencing the work or services performed with respect to Expansion Space Tenant’s Work for which Tenant is seeking payment, and (iii) waivers or releases of liens (which may be conditioned upon the payment of a sum specified therein) from each of Tenant’s contractors, subcontractors and suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices. Each payment of a portion of Expansion Space Tenant Allowance shall be made within thirty (30) days of Landlord’s receipt of a draw request from Tenant which complies with the requirements of this Section 47.B and which is received by Landlord not later than the fifteenth (15th) day of the month in which such draw request is submitted. Tenant shall be required to pay for any costs of the Expansion Space Tenant’s Work which are in excess of the Expansion Space Tenant Allowance; however, no such costs shall be required to be paid by Tenant until such time as the Expansion Space Tenant Allowance has been exhausted.

C. Expansion Space Base Rent: In addition to the Base Rent for the Premises set forth in Section 4 hereof, commencing on January 1, 2014 (the ‘Expansion Space Rent Commencement Date’) and continuing thereafter throughout the Expansion Space Term, Tenant covenants and agrees to pay to Landlord Base Rent for the Expansion Space in the following amounts (the ‘Expansion Space Base Rent’):

Time Period	Rate of Expansion Space Base Rent Per Square Foot Per Annum		Rate of Expansion Space Base Rent Per Annum		Rate of Expansion Space Monthly Base Rent
1/1/14-12/31/14	$	35.96	$	1,047,155.20	$	87,262.93

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Time Period	Rate of Expansion Space Base Rent Per Square Foot Per Annum		Rate of Expansion Space Base Rent Per Annum		Rate of Expansion Space Monthly Base Rent
1/1/15- 12/31/15	$	36.95	$	1,075,984.00	$	89,665.33
1/1/16-12/31/16	$	37.97	$	1,105,686.40	$	92,140.53
1/1/17-12/31/17	$	39.01	$	1,135,971.20	$	94,664.27
1/1/18-12/31/18	$	40.08	$	1,167,129.60	$	97,260.80

The Expansion Space Base Rent shall be payable at the same times and in the same manner as set forth herein for the payment of Base Rent. There shall be no Free Rent Period with respect to the Expansion Space. Tenant shall be entitled to occupy the Expansion Space prior to the Expansion Space Rent Commencement Date without the obligation to pay Expansion Space Base Rent and without the obligation to pay any Operating Expenses with respect to the Expansion Space or any Real Estate Tax Expenses with respect to the Expansion Space.

D. Additional Rent: Effective as of the Expansion Space Rent Commencement Date, Tenant’s Share of Operating Expenses shall be adjusted to equal twenty-three percent (23.00%) and Tenant’s Share of Real Estate Tax Expenses shall be adjusted to equal twenty and ninety one hundredths percent (20.90%).

E. Expansion Space Part of Premises: Except as otherwise herein expressly provided, the Expansion Space shall be deemed a part of the Premises for all purposes of this Lease from and after the Expansion Space Commencement Date, such that both Landlord and Tenant shall have such respective rights and obligations with respect to the Expansion Space as apply to the remainder of the Premises from and after the Expansion Space Commencement Date, including, but not limited to, Tenant’s option to extend the Term of this Lease set forth in Section 43 hereof.

48. SECOND HOLD SPACE PREMISES.

A. Second Hold Space Premises: Provided that Evolent is not then in Default and has not been in Default more than once during the Term, in each case both at the time of exercise of the option hereinafter granted and at the

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time of the commencement of the term as to the Second Hold Space Premises (as hereinafter defined), then solely during the period commencing on the date of execution of that certain First Amendment to Deed of Lease between Landlord and Evolent and ending on December 1, 2013 (the ‘Notice Outside Date’), Evolent shall have a one-time option to lease from Landlord all or a portion of that certain other office space located on the seventh (7^th) floor of the Building (the ‘Second Hold Space Premises’), which Second Hold Space Premises shall be not less than 14,550 square feet of rentable area, and not more than 29,099 square feet of rentable area (i.e., all rentable office space on the seventh (7th) floor of the Building); provided, however, that in the event that Evolent elects to lease less than all of the office space on the seventh (7th) floor of the Building, then the Second Hold Space Premises shall be configured such that it runs from the rear portion of the seventh (7th) floor of the Building to the front portion of the seventh (7th) floor of the Building, as depicted on Exhibit I attached hereto. The Second Hold Space Premises, when so leased to Evolent, shall become part of the Premises and shall be subject to the terms and conditions of this Lease then prevailing, except as follows:

(1) The term as to the Second Hold Space Premises leased by Evolent pursuant to this Section 48 shall commence on the ‘Second Hold Space Premises Commencement Date’, which shall be the earlier to occur of (i) the date on which Evolent commences beneficial occupancy of the Second Hold Space Premises for the conduct of its business operations therein, or (ii) the first (1st) anniversary of the Expansion Space Commencement Date under this Lease with respect to the Expansion Space. Evolent shall accept the Second Hold Space Premises in its ‘as-is’ condition on the date Landlord delivers possession of the Second Hold Space Premises to Evolent, and Landlord shall have no obligation to perform any improvements or alterations in the Second Hold Space Premises except as set forth in the Building Shell Definition set forth on Exhibit C-1 to this Lease. All construction and improvements to be performed with respect to any portion of the Second Hold Space Premises shall be performed by Evolent, at its sole cost and expense (subject to Landlord’s obligation to grant Tenant a market-based allowance with respect to the Second Hold Space Premises, with the granting of such allowance to be taken into account

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in the determination of Prevailing Market Rent as set forth below), in accordance with the terms and conditions of this Lease, including, but not limited to, Section 8 hereof (captioned ‘Alterations ‘). The term as to the Second Hold Space Premises leased by Evolent hereunder shall continue until the last day of the sixtieth (60th) month following the Second Hold Space Premises Commencement Date, and the Term as to the remainder of the Premises (including, but not limited to, the Expansion Space) shall automatically be extended for an additional period (the ‘Short Term Extension Period’), such that the Lease Expiration Date with respect to the Premises (including the Expansion Space) and the Second Hold Space Premises shall be the same date, which date shall be the last day of the sixtieth (60th) month following the Second Hold Space Premises Commencement Date.

(2) The Short Term Extension Period set forth above shall not affect Evolent’s option to extend the Term pursuant to Section 43 of this Lease, and such Renewal Period set forth in Section 43 hereof shall also include the extension of the Term for a like period as to the Second Hold Space Premises, except that such Renewal Period shall commence on the first day following the Lease Expiration Date, as extended by the Short Term Extension Period.

(3) Base Rent with respect to the Second Hold Space Premises, Tenant’s Proportionate Share of Operating Expenses with respect to the Second Hold Space Premises, and Tenant’s Proportionate Share of Real Estate Tax Expenses with respect to the Second Hold Space Premises, shall each commence to be payable on the date that is four (4) months after the date Landlord delivers possession of the Second Hold Space to Evolent in the ‘as-is’ Building Shell condition required by Section 48.A (1) above. The rate of Base Rent for the Second Hold Space Premises shall be the ‘Prevailing Market Rent’ for the Second Hold Space Premises, which shall mean the rent for comparable office space being leased to new tenants in buildings of comparable size, class and location in the Ballston submarket of Virginia that are comparable to the size, class and location of the Building, taking into account such market concessions, if any, as are then being offered to new tenants leasing office space of a size that is

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comparable to that of the Second Hold Space Premises in buildings of size, class and location in the Ballston submarket of Virginia that are comparable to the size, class and location of the Building, including, but not limited to, if applicable, market escalations, rental abatements, tenant improvement allowances and the inclusion of a market fee for Evolent’s then current real estate advisor. If Evolent elects to exercise its right to lease the Second Hold Space Premises, then Evolent shall provide in its notice to Landlord Evolent’s reasonable determination of (i) the Prevailing Market Rent for the Premises for the Short Term Extension Period (which shall be the rent for comparable office space being leased to renewal tenants in buildings of size, class and location in the Ballston submarket of Virginia that are comparable to the size, class and location of the Building, taking into account such market concessions, if any, as are then being offered to renewal tenants leasing office space of a size comparable to the size of the Second Hold Space Premises in such comparable buildings in the Ballston submarket of Virginia, including, but not limited to, if applicable, market escalations, rental abatements, tenant improvement allowances and the inclusion or exclusion of a market fee for Tenant’s then current real estate advisor), and (ii) the Prevailing Market Rent for the Second Hold Space Premises. If Landlord disagrees with Evolent’s determination of the Prevailing Market Rent for the Second Hold Space Premises or the Prevailing Market Rent for the Short Term Extension Period, and Landlord and Evolent do not agree on the applicable Prevailing Market Rent within thirty (30) days following Landlord’s receipt of Evolent’s exercise notice pursuant to Section 48.B. (1) below, then the Prevailing Market Rent for the Second Hold Space Premises, the Short Term Extension Period, or both of same, as applicable, shall be determined pursuant to the 3-Broker Method set forth in Section 43 of this Lease.

(4) Upon the execution of an amendment pursuant to Section 48.C hereof, Tenant shall provide Landlord with an additional Security Deposit either in the form of cash or in the form of an amended Letter of Credit, in order to increase the Security Deposit being held hereunder by an amount

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equal to the product of (i) Fifty-Eight and 87/100 Dollars ($58.87) multiplied by (ii) the number of square feet of rentable area comprising the Second Hold Space Premises.

(5) From and after the Second Hold Space Premises Commencement Date, such Second Hold Space Premises shall be included in the term ‘Premises’ as used in this Lease, and Tenant’s Proportionate Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be increased proportionately (subject to the first sentence of paragraph (A)(3) above)

B. Notice; Exercise:

(1) In order to exercise its right to lease the Second Hold Space Premises, Evolent shall provide Landlord with written notice on or before the Notice Outside Date, which notice from Evolent shall state therein (i) Evolent’s reasonable determination of the Prevailing Market Rent for the Premises for the Short Term Extension Period, and (ii) Evolent’s reasonable determination of the Prevailing Market Rent for the Second Hold Space Premises, and (iii) the number of square feet of rentable area that Evolent desires to lease pursuant to this Section 45, provided that in no event shall the number of square feet of area comprising the Second Hold Space Premises be less than 14,550 rentable square feet of area. If Evolent shall fail to exercise its option to lease the Second Hold Space Premises on or before the Notice Outside Date, then Landlord shall be free to offer to lease and to lease such space on the seventh (7th) floor to others and Evolent’s right to lease said Second Hold Space Premises shall be void and of no force or effect for the remainder of the Term of this Lease (Evolent’s right hereunder being a one-time right as to such Second Hold Space Premises), and Landlord may lease said Second Hold Space Premises to others under such terms and for such periods as shall be acceptable to Landlord (it being agreed that time shall be of the essence in Evolent’s delivery of the aforesaid notice to Landlord and that, if such written notice is not so delivered within the time aforesaid, Landlord will rely to its detriment on Evolent’s failure to give such written notice).

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(2) Notwithstanding the foregoing, in the event that Landlord receives from a third party prospective tenant a response to a proposal for space on the seventh (7th) floor of the Building which would encumber all or any portion of the Second Hold Space Premises and which is on terms that Landlord is willing to accept, then Landlord shall provide written notice to Evolent of the existence of such prospective third party tenant, in which event, if Evolent wishes to lease the Hold Space, Evolent shall give to Landlord written notice of Evolent’s exercise of its option to so lease the Second Hold Space Premises within five (5) business days after the date on which Landlord gives written notice to Evolent of such prospective third party tenant, and such written notice from Evolent shall set forth therein the number of rentable square feet comprising the Second Hold Space Premises, provided that in no event shall the Second Hold Space Premises leased by Evolent pursuant to this Section 48.B. (2) comprise less than 14,550 rentable square feet of area. If Evolent fails to exercise its option to lease the Second Hold Space Premises within said five (5) days after the date of such notice from Landlord of the existence of a prospective third party tenant, then (i) Landlord shall be free to enter into a lease with such third party tenant upon terms and conditions acceptable to Landlord in its sole and absolute discretion, and (ii) if there still exists at least 14,550 rentable square feet of area available on the seventh (7th) floor of the Building, Evolent’s rights set forth in this Section 48 with respect to any portion of the Second Hold Space Premises which is not the subject of such lease with such third party tenant shall remain in full force and effect through and including the Notice Outside Date as set forth above. In the event that Landlord and such third party tenant do enter into a lease for space on the seventh (7th) floor of the Building, and if there does not thereafter exist at least 14,550 rentable square feet of area available on the seventh (7th) floor of the Building, then Evolent’s right to lease any further space on the seventh (7th) floor of the Building shall be subject to the terms and conditions of Section 46 hereof (captioned ‘Right of First Notice Space’). In the event that Landlord and such third party tenant do not enter into a lease, then Landlord shall not be permitted to enter

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into a lease with a new third party tenant until such time as Landlord has notified Evolent of the existence of such new third party tenant and Evolent has failed to exercise its right to lease the Second Hold Space Premises within the aforementioned five (5) business day period following such notice from Landlord.

(3) Notwithstanding anything to the contrary contained in this Section 48 or in this Lease, Evolent hereby agrees that its right to lease the Second Hold Space Premises is subject to Landlord’s determination, in Landlord’s sole and absolute discretion, as to whether the lease of the Second Hold Space Premises to Evolent is economically desirable for Landlord and any of its existing or prospective investors. In furtherance of the foregoing, Evolent hereby agrees that together with any notice provided by Evolent exercising its option to lease the Second Hold Space Premises, Evolent shall also provide to Landlord Evolent’s most recent financial statement in the form required by Section 32.M. of this Lease. Following Landlord’s review of such financial statement, or in the event that Evolent fails to timely provide such financial statement to Landlord, in either case, Landlord shall have the right, in its sole and absolute discretion, to terminate Evolent’s right to lease the Second Hold Space Premises, in which event Evolent’s right to lease said Second Hold Space Premises shall be void and of no force or effect for the remainder of the Term of this Lease, and Landlord may lease said Second Hold Space Premises to others under such terms and for such periods as shall be acceptable to Landlord. Nothing in this Paragraph 48 (B)(3) shall be in derogation of Evolent’s rights pursuant to Section 44 of the Lease.

C. Execution of Lease Amendment: Within thirty (30) days after the later to occur of (i) the date on which Evolent exercises its right to lease the Second Hold Space Premises, or (ii) the date on which the Prevailing Market Rent for the Second Hold Space Premises and for the Short Term Extension Period are determined by the 3-Broker Method, Landlord and Evolent shall execute an amendment to this Lease setting forth the terms set forth in this Section 48 as to the Second Hold Space Premises and as to the Short Term Extension Period. If Evolent

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shall fail to execute said amendment to this Lease for the Second Hold Space Premises within such thirty (30) day period, Evolent shall nevertheless remain bound by the exercise thereof, upon the terms and conditions set forth in this Section 48, and shall pay the Prevailing Market Rent as determined above.

D. Notwithstanding anything to the contrary contained in this Section 48 or in this Lease, in the event that Landlord receives from a third party prospective tenant a response to a proposal for all of the then remaining vacant space in the Building on the eighth (8^th) floor, the ninth (9^th) floor and the tenth (10^th) of the Building, i.e., either all of the space on said three (3) floors, or less than all of the space on said three (3) floors if less than all of such space constitutes all of the space on said three (3) floors that is then vacant (collectively, the ‘Remaining Vacant Space’), and such prospective tenant requires that in order to proceed with the leasing of all such Remaining Vacant Space, such lease of the Remaining Vacant Space must also include a right to lease, either at the commencement of the term as to such Remaining Vacant Space or as an option at any later time during the term of the lease as to such Remaining Vacant Space, at least 14,550 rentable square feet of space on the seventh (7^th) floor of the Building, then Landlord, in its sole and absolute discretion, shall provide Evolent with notice of the existence of such third party tenant, at which time Evolent shall have no further right to lease the Second Hold Space Premises, Landlord may lease such space to such third party tenant on such terms and conditions as are acceptable to Landlord, and this Section 48 shall immediately become null and void and of no further force or effect.”

4. Section 5.B. (2) of the Lease (captioned “Payment of Tenant’s Share”) is hereby amended by deleting therefrom the language, “In addition to all other Rent set forth herein, for the year which includes the Lease Commencement Date, and for each calendar year thereafter during the Term” and by inserting the following language in lieu thereof: “Commencing on the Rent Commencement Date, and continuing thereafter throughout the Term of this Lease,”.

5. Section 5.C. of the Lease (captioned “Statements”) is hereby amended by deleting from Section 5.C. (1) thereof the language “For the year which includes the Lease Commencement Date”

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and by inserting the language “For the year which includes the Rent Commencement Date” in lieu thereof.

6. Section 5.D. of the Lease (captioned “Retroactive Adjustments”) is hereby amended by deleting therefrom the language “After the end of the year which includes the Lease Commencement Date” and by inserting the following language in lieu thereof: “After the end of the year which includes the Rent Commencement Date.”

7. Landlord hereby acknowledges that it is currently holding a Security Deposit under the Lease in the form of a Letter of Credit in the amount of Two Million Dollars ($2,000,000.00), and that simultaneously with Tenant’s execution of this Lease, Tenant shall deposit with Landlord an additional One Million Seven Hundred Five Thousand Five Hundred Fifty-Eight and 40/100 Dollars ($1,705,558.40) in the form of cash (the “Cash Deposit”), which Cash Deposit shall be considered part of the Security Deposit for all purposes of the Lease, such that the total Security Deposit then being held by Landlord under the Lease shall be Three Million Seven Hundred Five Thousand Five Hundred Fifty-Eight and 40/100 Dollars ($3,705,558.40). Notwithstanding the foregoing or anything to the contrary contained in Section 45.A. (3) of the Lease, Tenant shall have the right at any time during the Term to amend the Letter of Credit such that the Letter of Credit shall be increased by the amount of One Million Seven Hundred Five Thousand Five Hundred Fifty-Eight and 40/100 Dollars ($1,705,558.40) (the “LOC Amendment”), at which time (i) Landlord shall return the Cash Deposit to Tenant within five (5) business days following Landlord’s receipt of the LOC Amendment in the form attached hereto as Exhibit J and made a part hereof, and (ii) the LOC Amendment shall be considered a part of the Security Deposit and the Letter of Credit being held under the Lease for the remainder of the Term, whereupon the aggregate amount of the Security Deposit and of the LOC Amendment shall be Three Million Seven Hundred Five Thousand Five Hundred Fifty-Eight and 40/100 Dollars ($3,705,558.40), and such LOC Amendment shall be subject to all of the terms and conditions of the Lease.

8. Landlord and Tenant each represents and warrants to the other that, except as hereinafter set forth, neither of them has employed any broker in procuring or carrying on any negotiations relating to this First Amendment. Landlord and Tenant shall indemnify and hold each other harmless from any loss, claim or damage, including, but not limited to, all court costs and reasonable attorneys’ fees, relating to the breach of the foregoing representation and warranty. Landlord recognizes only Jones Lang LaSalle Americas, Inc., as agent of Tenant, as broker with respect to this Eighth Amendment and agrees to be responsible for the

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payment of a commission to said broker pursuant to a separate written agreement with said broker.

9. Landlord and Tenant hereby agree and acknowledge that Landlord has satisfied all of its obligations pursuant to Section 45 of the Lease (captioned “Hold Space Premises” ) and that Tenant’s rights with respect to Section 45 of the Lease have been satisfied by this First Amendment.

10. The Lease is hereby amended by deleting the existing Exhibit C-1 attached thereto and by inserting Exhibit C-1 attached hereto.

11. The Lease is hereby amended by inserting therein Exhibits A-1, B-1, I and J attached hereto, which Exhibits A-1, B-1, I and J are hereby incorporated into the Lease by reference and made a part hereof.

12. If requested by Landlord at any time during the Term, Tenant shall promptly execute a declaration in the form attached hereto as Exhibit B-1 and made a part hereof.

13. Except as expressly modified by this First Amendment, all terms and provisions of the Lease shall remain in full force and effect.

14. Landlord and Tenant represent and warrant to each other that the person signing this First Amendment on its behalf has the requisite authority and power to execute this First Amendment and to thereby bind the party on whose behalf it is being signed.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to Deed of Lease as of the day and year first hereinabove written.

WITNESS:		LANDLORD:
		NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company
		By:	JBG/Company Manager II, L.L.C., a Delaware limited liability company Its Managing Member
By:	/s/  A. Howell		By:	/s/ Steve Bonacci
			Name:	Steve Bonacci
			Title:	Authorized Signatory
ATTEST:		TENANT:
[Corporate Seal]		EVOLENT HEALTH, INC., a Delaware corporation
By:	/s/ Seth B. Blackley	By:	/s/ Alisha Griffey
Name:	Seth B. Blackley	Name:	Alisha Griffey
Its:	President	Its:	VP Finance & Operations

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EXHIBIT A-1

PLAN SHOWING EXPANSION SPACE

A-1

EXHIBIT B-1

DECLARATION BY LANDLORD AND TENANT

AS TO DATE OF DELIVERY AND ACCEPTANCE OF

POSSESSION, EXPANSION SPACE COMMENCEMENT DATE, ETC.

THIS DECLARATION is hereby attached to a made a part of that certain First Amendment to Deed of Lease dated              (the “First Amendment”), which amends that certain Deed of Lease (the “Original Lease”) dated July 31, 2012 entered into by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company, as Landlord, and EVOLENT HEALTH, INC., a Delaware corporation, as Tenant. All terms used in this Declaration shall have the same meanings as they have in the Original Lease, as modified by the First Amendment.

(i) Landlord and Tenant do hereby declare that possession of the Expansion Space was accepted by Tenant on             , 20    ;

(ii) As of the date hereof, the Lease is in full force and effect, and Landlord has fulfilled all of its obligations under the Lease required to be fulfilled by Landlord on or prior to said date;

(iii) The Expansion Space Commencement Date is             ,             ; and

(iv) The Lease Expiration Date is hereby established to be                     , unless the Lease or the Term is sooner terminated pursuant to any provision of the Lease.

WITNESS:	LANDLORD:
	NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company
	By:	JBG/Company Manager II, L.L.C., a Delaware limited liability company Its Managing Member
By:		By:
		Name:
		Title:	Authorized Signatory
ATTEST:	TENANT:
[Corporate Seal]	EVOLENT HEALTH, INC., a Delaware corporation
By:	By:
Name:	Name:
Its:	Its:

B-1

EXHIBIT C-1

BUILDING SHELL DEFINITION

800 North Glebe Road

BUILDING SHELL DEFINITION

1 November

2012

LEED Rating: Gold

Structure: Post-tensioned concrete frame, with load capacity of 100-lbs per square foot comprised of 80 lbs per square foot of live load and 20 lbs per square foot of partition load.

Exterior: Precast concrete and segmented high light transmittance, Low-e, Insulated Viracon glass curtainwall “sheets” culminating in a cantilevered “sail” over a reconstructed 1964 art-moderne car showroom.

Lobby: Two-story main lobby with entrance from North Glebe Road. The lobby features stone flooring, satin finished white glass walls with stainless steel detailing, and a projecting 2 story all glass entrance.

Column Spacing: Long span 30’ x 45’ column spacing, typical.

Roof: Insulated roofing, including LEED compliant TPO light reflecting sheet membrane

Slab-to-Slab Height: 18’-6” on first floor, 12’-9’ on floors 2 through 10

Finish Ceiling Height: Retail ceiling heights can be as high as 13’-0” and office floors shall be 9’-0”. The perimeter ceiling detail at the curtainwall allows for additional height at the vision glass and an 11’-0” cove detail.

Perimeter Walls: Exterior perimeter walls of premises on floors 2 through 10 shall be insulated, sheetrocked, taped, spackled and ready to receive standard paint finishes.

HVAC System: The HVAC system will consist of a Central Plant chilled water system with two equally sized water chilling units, one waterside economizer heat exchanger and associated chilled water pumps to serve the building. A variable flow differential bypass pumping configuration will be provided. The central plant will be located in the penthouse of the building. The typical office floor system (floors two through 10) consists of one horizontal draw-through variable air volume air handling unit (AHU) with various fan powered terminal devices (FPTDs) installed in the ceiling space. AHUs will have variable speed fan drives and 40% to 45% efficient replaceable media type efficient filters.

System allows for independent operation of the air handling unit on each floor. Typical office area HVAC system will be sized for approximately 300 to 350 usf per ton, and are designed to accommodate an average of 2.5 watts per usf of

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power, 1.5 watts per usf of lighting and 1 person per 143 usf. Supplemental HVAC systems can be accommodated for tenant flexibility.

Building Automation System: The Base Building shall be provided with a Direct Digital Contract (DDC) Energy Management System (EMS) a web-based electronic system that is designed to provide monitoring of selected environmental conditions throughout the Building, operational control of the HVAC system to maintain preset operating conditions, and for increased energy efficiency in the operation of the mechanical HVAC system. The EMS shall be designed to maintain control of the HVAC systems during both normal and off hours. The following will be provided as EMS capabilities:

a. DDC control (including all VAV boxes)

b. Optimum start/stop

c. Equipment operating schedules

d. Chilled water reset

e. Condenser water reset

f. Lighting control relay panels (will be provided under the tenant interior phase when the actual number of lighting circuits is known)

g. Monitor and alarm critical points

h. Peak demand limiting

i. Mode Index (occupied, unoccupied, air only) setting for AHU’s.

j. Set point reset of AHU supply air temperature as per plans and specifications.

The perimeter of the building was designed for fan powered VAV boxes with electric reheat and the interior of the building was designed for cooling only VAV boxes. Landlord shall reimburse Tenant for VAV boxes for up to a ratio of one per 30 linear feet of exterior vision glass wall on the perimeter and up to one per 1000 usable square feet for the interior. A DDC temperature sensor shall be provided for each VAV temperature control zone.

Medium pressure loop trunk line to base building VAV boxes will be installed as part of the shell. Perimeter VAV boxes will not be installed as part of the shell. VAV discharge ducts, diffusers and flex duct will be part of the tenant’s Improvement allowance. Heaters shall be provided in stair towers.

Building HVAC design criteria shall be:

Heating: Maintain tenant area space temperature at 70 degrees F DB +/-2 degrees, when outdoor temperature is 10 degrees F DB. Cooling: Maintain tenant area space temperature at 75 degrees F DB +/-2 degrees, indoor relative humidity 50%, when outdoor temperature is 95 degrees F DB. Outdoor air will be provided from a dedicated outside air handling unit (OAHU) that heats the outdoor air and delivers the outdoor air to each mechanical room through a ducted riser and VAV valves at the average rate of 20 CFM per person at 1 person per 143 square feet consistent with current Code requirements and ASHRAE Guidelines. An additional 25% spare capacity had been provided for

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the outside air system to accommodate higher occupancy spaces such as tenant conference rooms.

Roof mounted cooling towers will provide condenser water to Central Plant and to tenant floors through risers with valved taps at each floor for future tenant 24 hr./7 day supplemental units. The condenser water is delivered to the water chilling units located in Central Plant. There will be approximately 10 tons per typical floor of capacity from the cooling tower.

Electrical System: The electrical service entrance will consist of utility company transformers located In a transformer vault adjacent to the building. These transformers will supply three phase, four-wire 480/277-volt service to the office building and garage. Typical building electrical distribution system will include plug-in bus duct risers (2 per floor); double section high and low voltage panels and transformers.

Landlord will provide Base Building transformers with oversized neutral panels, ground riser (located within each office floor electrical closet).

The Building power distribution shall be designed for the following loads on all above grade floors:

a. Office Floors Lighting 2.5 watts/usf at 277/480 volt; Receptacles 7.0 watts/usf at 120/208 volt.

b. Service Area, Corridor Lighting and Receptacles 1.0 watts/usf; Stairs (house loads).

c. Site Lighting and Garage Lighting will be in accordance with IES standards, not watt/sf criteria.

Landlord shall provide panel boards and transformers sized to accommodate design criteria loads. Panel boards shall be filled with 20 amp breakers. The horizontal distribution of electrical service within the Premises for lighting and power shall be above the hung ceiling and shall be part of the Tenant Work.

Life Safety: Fire standpipe and base building fire alarm system will be installed per high rise building code. Upturned sprinkler heads will be provided in accordance with NFPA 13 at spacing of on head per 225 sq. ft. The base system will be sized to support a sprinkler head density of 125 sq. ft. per head.

Fire Alarm System: Fire Alarm system will be a supervised, addressable voice alarm system conforming to applicable local codes for high rise office buildings. An emergency generator will be provided for elevator recall, fire pump, stair pressurization, emergency lighting, fire alarm, and other life safety systems only.

Wet Columns: Two at the building core and two at toilets (four in total) per floor ready for connection of Tenant’s added plumbing work.

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Window Coverings: MechoShade (Urban, Manual shade / M1 single shade/M1-01 Shade below ceiling) will be installed under the base building.

Energy Management: Automated, direct digital, base building energy management system.

Elevators: 5 traction passenger high speed elevators, with 4,000 lb. capacity and 1 passenger/freight high speed elevator, with 4,000 lb. capacity.

2 hydraulic shuttle elevators, with 3,500 lb. capacity, serve the three parking levels.

Rest Rooms: Women and Men’s restrooms will be fully finished on each floor with base building. Restroom finishes will include granite/stone countertops, ceramic tile floors and base, and wet walls. Remaining walls will receive vinyl wall covering. Ceilings will be painted drywall.

Access System: Kastle, or compatible perimeter and elevator key card entry system.

Telephone/Data Risers: Sleeves for future vertical risers are provided on each floor of the building.

Soffit: The Landlord has installed a perimeter soffit at all curtain wall conditions as a part of the core and shell condition. This soffit condition was installed per detail 2/A11.5 of the base building drawing set. The soffit was installed by the Landlord as a means of homogenizing the exterior look of the building and its facade. The tenant is not permitted to modify this soffit condition, other than temporarily as required during their tenant fit-out work. The Tenant’s final ceiling tie-in to the soffit shall conform with detail 2/A11.5

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EXHIBIT I

PLAN SHOWING SECOND HOLD SPACE PREMISES

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EXHIBIT J

FORM OF LOC AMENDMENT

First Amendment to Irrevocable Standby Letter of Credit

                             , 20    

ISSUING BANK

Morgan Stanley Bank, N.A.

1300 Thames Street

Thames Street Wharf

4^th Floor

Baltimore, MD 21231

Attention: Letter of Credit Department

Telephone: (443) 627-4555

Fax: (212) 507-5010

BENEFICIARY

North Glebe Office, L.L.C.

4445 Willard Ave., Suite 400

Chevy Chase, MD 20815

Attention: Executive Vice President - Commericial Asset Management

Telephone: (240) 333-3756

REF: IRREVOCABLE STANDBY LETTER OF CREDIT NO. [                        ]

Issuing Bank by means of this First Amendment to Irrevocable Standby Letter of Credit (this “Amendment”), effective immediately and expiring simultaneously with the Letter of Credit (as defined below), sets forth amendments to that certain Irrevocable Standby Letter of Credit No.                      originally dated August 1, 2012 and established by Issuing Bank at the request and for the account of Evolent Health, Inc. (hereinafter called the “Applicant”), in favor of North Glebe Office, L.L.C. (hereinafter called “you” or the “Beneficiary”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Letter of Credit.

The Letter of Credit is amended as follows:

1. Increase in Stated Amount. The Stated Amount of the Letter of Credit is hereby increased by USDONE MILLION SEVEN HUNDRED FIVE THOUSAND FIVE HUNDRED FIFTY-EIGHT AND 40/100 (U.S. $1,705,558.40) such that effective as of 12:01 a.m. on the date hereof, the maximum amount available hereunder shall be USD THREE MILLION SEVEN HUNDRED FIVE THOUSAND FIVE HUNDRED FIFTY-EIGHT AND 40/100 (U.S. $3,705,558.40). Such increase shall not be effective with respect to any demand for payment properly tendered to Issuer prior to such date and time.

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All other terms and conditions of the Letter of Credit remain unchanged. This Amendment is to be considered part of the original Letter of Credit and must be attached thereto.

The Letter of Credit as amended by this Amendment sets forth in full the terms of our undertaking and such undertaking shall not in any way be modified, amended or amplified by reference to any document or instrument referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document or instrument.

All inquiries and correspondence regarding this Amendment or the Letter of Credit shall be directed to our Letter of Credit Department at the phone number or address referenced above, as applicable.

To the extent not inconsistent with the express terms hereof, this Amendment is subject to the International Standby Practices, International Chamber of Commerce Publication No. 590 (the “ISP 98”). This Amendment shall be governed by the law of the State of New York and shall, as to matters not governed by ISP 98, be governed by and construed in accordance with the law of such State without regard to any conflicts of law provisions. In the event of any conflict between the laws of the State of New York and the provisions of ISP 98, the provisions of ISP 98 shall control.

Yours faithfully,

MORGAN STANLEY BANK, N.A.

By:

Name:

Title:

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EXHIBIT A

Letter of Credit

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EX-10.20

Exhibit 10.20

SECOND AMENDMENT TO DEED OF LEASE

THIS SECOND AMENDMENT TO DEED OF LEASE (“Second Amendment”) is made as of April 1, 2014, by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company (“Landlord”) and EVOLENT HEALTH LLC, a Delaware limited liability company (“Tenant”) as successor in interest to Evolent Health, Inc. (“Original Tenant”).

W I T N E S S E T H:

WHEREAS, by that certain Deed of Lease dated July 31, 2012 (the “Original Lease”), Landlord leased to Original Tenant, and Original Tenant leased from Landlord, approximately 33,972 square feet of rentable area (the “Original Premises”) comprising the entire fifth (5^th) floor in the building located at 800 North Glebe Road, Arlington, Virginia (the “Building”), upon the terms and conditions set forth in the Original Lease;

WHEREAS, pursuant to that certain First Amendment to Deed of Lease dated as of March 1, 2013 (the “First Amendment”), Landlord leased to Original Tenant, and Original Tenant leased from Landlord, approximately 29,120 rentable square feet of space comprising the entire sixth (6th) floor of the Building (the “First Expansion Space”), upon the terms and conditions set forth in the First Amendment;

WHEREAS, the Original Lease and the First Amendment are hereinafter collectively referred to as the “Lease”;

WHEREAS, the Original Premises and the First Expansion Space are hereinafter collectively referred to as the “Existing Premises”;

WHEREAS, Original Tenant converted from a corporation to a limited liability company, and in connection therewith, all of the right, title and interest of Original Tenant in the Lease was assigned to Tenant.

WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant, an additional 27,813 rentable square feet of space comprising the entire eighth (8^th) floor of the Building, and Landlord and Tenant wish to revise and modify the Lease accordingly, upon the terms and conditions set forth in this Second Amendment; and

WHEREAS, Landlord and Tenant wish to amend the Lease in order to modify certain other terms and conditions of the Lease, all as more particularly set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby agree as follows:

1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease.

2. The Term of the Lease is hereby extended with respect to the Existing Premises for an additional period commencing on January 1, 2019 and expiring at 11:59 p.m. on December 31, 2020 (the “Lease Expiration Date”), unless earlier terminated pursuant to the provisions of the Lease, as modified by the provisions of this Second Amendment, or pursuant to law.

3. The Lease is hereby amended by adding thereto a new Section 49, to read as follows:

“49. SECOND EXPANSION SPACE.

A. Term: Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, approximately 27,813 square feet of rentable floor area (the ‘Second Expansion Space’) comprising the entire eighth (8^th) floor of the Building, which Expansion Space is hereby agreed to be that certain space which is shown on Exhibit A-2 attached hereto and made a part hereof, for a term (the ‘Second Expansion Space Term’) commencing on the date (the ‘Second Expansion Space Commencement Date’) which is the first (l^st) business day following the date of full execution and delivery of that certain Second Amendment to Deed of Lease between Landlord and Tenant, and continuing through and including 11:59 p.m. on the Lease Expiration Date (i.e., December 31, 2020), unless earlier terminated pursuant to the provisions of this Lease or pursuant to law.

B. ‘As-Is’ Condition of Second Expansion Space; Second Expansion Space Tenant’s Work: Tenant accepts the Second Expansion Space in its ‘as-is’ shell condition as of the Second Expansion Space Commencement Date, and Landlord shall have no obligation to make any improvements or alterations to the Second Expansion Space except as set forth in the Building Shell Definition attached as Exhibit C-1 to this Lease. Notwithstanding

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the foregoing, Landlord shall make available for the performance of Tenant’s improvements in the Second Expansion Space (‘Second Expansion Space Tenant’s Work’) an allowance in an amount equal to the product of (i) Sixty-Two Dollars ($62.00) multiplied by (ii) the number of rentable square feet comprising the Second Expansion Space. Tenant shall perform the Second Expansion Space Tenant’s Work, it being understood and agreed by Landlord and Tenant that to the extent applicable, all terms and conditions of Exhibit C shall be applicable to Tenants’s performance of the Second Expansion Space Tenant’s Work, and to the payment by Landlord to Tenant of the Second Expansion Space Tenant Allowance, such that Landlord and Tenant shall be bound by all of the same terms and conditions of the Work Agreement and this Lease with respect to the payment of the Second Expansion Space Tenant Allowance and the performance by Tenant of the Second Expansion Space Tenant’s Work. Notwithstanding the foregoing or anything to the contrary contained in the Work Agreement, Landlord shall pay the Second Expansion Space Tenant Allowance directly to Tenant’s general contractor following Tenant’s completion of items of Second Expansion Space Tenant’s Work and Landlord’s receipt from Tenant of (i) Tenant’s written certification to Landlord that the items of Second Expansion Space Tenants’s Work with respect to which disbursement of a portion of the Second Expansion Space Tenant Allowance is being requested by Tenant have been completed and that payment should be made by Landlord to Tenant’s general contractor, (ii) invoices reasonably evidencing the work or services performed with respect to Second Expansion Space Tenant’s Work for which Tenant is seeking payment, and (iii) waivers or releases of liens (which may be conditioned upon the payment of a sum specified therein) from each of Tenant’s contractors, subcontractors and suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices. Each payment of a portion of Second Expansion Space Tenant Allowance shall be made within thirty (30) days of Landlord’s receipt of a draw request from Tenant which complies with the requirements of this Section 49.B and which is received by Landlord not later than the fifteenth (15th) day of the month in which such draw request is submitted. Tenant shall be required to pay for any costs of the Second Expansion Space Tenants’s Work which are in excess of the Second Expansion Space Tenant Allowance; however, no such costs shall be required to be paid by Tenant until such time as the Second Expansion Space Tenant Allowance has been exhausted. Tenant shall

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pay to Landlord as Additional Rent a ‘Coordination Fee’ in the amount of Ten Thousand Dollars ($10,000.00) with respect to the Second Expansion Space Tenant’s Work, and Tenant shall reimburse Landlord for all out-of-pocket third party architectural and engineering consulting and review fees reasonably incurred by Landlord in connection with such work. The Coordination Fee shall be paid directly by Tenant to Landlord upon substantial completion of the Second Expansion Space Tenant’s Work (or may, at Tenant’s election, be debited against any remaining balance of the Second Expansion Space Tenant Allowance).

In the event that Tenant constructs additional restrooms on the eighth (8th) floor of the Building as part of the Second Expansion Space Tenant’s Work in order to bring such core area restrooms into compliance with applicable Law, then Landlord agrees that the Second Expansion Space Tenant Allowance shall be increased by Thirty Thousand Dollars ($30,000.00) in consideration of Tenant’s undertaking such work, which additional amount shall be subject to all of the same terms and conditions with respect to the remainder of the Second Expansion Space Tenant Allowance.

In addition to the Second Expansion Space Tenant Allowance, Landlord shall provide an additional allowance (‘Supplemental Allowance’) equal to thirty percent (30%) of Broker’s commission (being One Hundred Sixty-Five Thousand Five Hundred Forty-Six and 76/100 Dollars $165,546.76), which shall be deducted from the Broker’s commission and documented in the registration and commission agreement between Broker and Landlord dated May 7, 2014. Subject to the terms and conditions of the commission agreement between Broker and Landlord, such Supplemental Allowance shall be paid by Landlord to Tenant in accordance with the same terms and conditions that are applicable with respect to the payment of the Second Expansion Space Tenant Allowance, except that the portion of such Supplemental Allowance which may be used for moving costs, consultants, data and telecom equipment and cabling, furniture, fixtures, equipment, signage and other move related costs shall not be subject to a cap and shall not be includable in the amount of the Permitted Soft Costs Portion.

C. Second Expansion Space Base Rent: In addition to the Base Rent for the Existing Premises set forth in Section 4 hereof, as amended, commencing on May 1, 2015

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(the ‘Second Expansion Space Rent Commencement Date’) and continuing thereafter throughout the Second Expansion Space Term, Tenant covenants and agrees to pay to Landlord Base Rent for the Second Expansion Space in the following amounts (the ‘Second Expansion Space Base Rent’):

Time Period	Rate of Second Expansion Space Base Rent Per Square Foot Per Annum	Rate of Second Expansion Space Base Rent Per Annum		Rate of Second Expansion Space Monthly Base Rent
5/1/15-4/30/16	$34.00	$	945,642.00	$	78,803.50
5/1/16-4/30/17	$34.85	$	969,283.05	$	80,773.59
5/1/17-4/30/18	$35.72	$	993,480.36	$	82,790.03
5/1/18-4/30/19	$36.61	$	1,018,233.93	$	84,852.83
5/1/19-4/30/20	$37.53	$	1,043,821.89	$	86,985.16
5/1/20-12/31/20	$38.47	$	1,069,966.11	$	89,163.84

The Second Expansion Space Base Rent shall be payable at the same times and in the same manner as set forth herein for the payment of Base Rent. There shall be no Free Rent Period with respect to the Second Expansion Space. Tenant shall be entitled to occupy the Second Expansion Space prior to the Second Expansion Space Rent Commencement Date without the obligation to pay Second Expansion Space Base Rent and without the obligation to pay any Operating Expenses with respect to the Second Expansion Space or any Real Estate Tax Expenses with respect to the Second Expansion Space.

D. Additional Rent: Effective as of the Second Expansion Space Rent Commencement Date, Tenant’s Share of Operating Expenses shall be adjusted to equal thirty-three and fourteen one hundredths percent (33.14%) and Tenant’s Share of Real Estate Tax Expenses shall be adjusted to equal thirty and eleven one hundredths percent (30.11%).

E. Second Expansion Space Part of Premises: Except as otherwise herein expressly provided, the Second Expansion Space shall be deemed a part of the Premises for all purposes of this Lease from and after the Second Expansion Space Commencement Date, such that both Landlord and Tenant shall have such respective rights and obligations with respect to the Second Expansion Space as apply to the remainder of the Premises from and after the Second Expansion Space Commencement Date, including, but

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not limited to, Tenant’s option to extend the Term of this Lease set forth in Section 43 hereof.”

4. Section 4.A. of the Lease (captioned “Base Rent”) is hereby amended by adding the following language to the end thereof:

“Notwithstanding anything to contrary contained in the Lease and in lieu of (i) Base Rent for the initial Premises set forth in Section 4.A of this Lease (captioned ‘Base Rent’), and (ii) Expansion Space Base Rent for the Expansion Space set forth in Section 47.C. of the Lease (captioned ‘Expansion Space Base Rent’), as of the effective date of that certain Second Amendment to Deed of Lease between Landlord and Tenant (the ‘Second Amendment Effective Date’), Tenant shall pay to Landlord Base Rent in the following amounts for the Existing Premises(the ‘Base Rent’):

Time Period	Rate of Base Rent Per Square Foot Per Annum	Rate of Base Rent Per Annum		Rate of Monthly Base Rent
4/1/14-6/30/15	$35.00	$	2,208,220.00	$	184,018.33
7/1/15-6/30/16	$35.88	$	2,263,740.96	$	188,645.08
7/1/16-6/30/17	$36.78	$	2,320,523.76	$	193,376.98
7/1/17-6/30/18	$37.70	$	2,378,568.40	$	198,214.03
7/1/18-6/30/19	$38.64	$	2,437,874.88	$	203,156.24
7/1/19-6/30/20	$39.61	$	2,499,074.12	$	208,256.18
7/1/20-12/31/20	$40.60	$	2,561,535.20	$	213,461.27

Notwithstanding the foregoing, Landlord shall grant to Tenant a ‘rent holiday’ from the payment of the installments of Monthly Base Rent and Additional Rent pursuant to Section 5 of the Lease for the three (3) month period following the Second Amendment Effective Date (i.e., April, May and June of 2014) (the ‘Second Amendment Free Rent Period’). During such Second Amendment Free Rent Period, the Monthly Base Rent and Additional Rent pursuant to Section 5 hereof shall be abated (such rental abatement being hereinafter referred to as the ‘Second Amendment Free Rent Allowance’); provided, however, that (i) the Second Amendment Free Rent Period and the granting of the Second Amendment Free Rent Allowance as provided hereunder shall not affect the Second Expansion Space Commencement Date pursuant to Section 49.A. hereof, (ii) Tenant shall remain obligated during the Second Amendment Free Rent Period to perform

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all of Tenant’s obligations under this Lease except as expressly aforesaid, and (iii) in the event of any termination of this Lease by Landlord based upon a Default hereunder by Tenant before the end of the Second Amendment Free Rent Period, any remaining Second Amendment Free Rent Allowance hereunder shall be of no force or effect. If, prior to the Second Amendment Effective Date, Tenant has paid the Monthly Base Rent and Additional Rent pursuant to Section 5 of the Lease for any of the months included in the Second Amendment Free Rent Period, then Landlord shall refund to Tenant such payments of Monthly Base Rent and Additional Rent within thirty (30) days following the date of full execution and delivery of that certain Second Amendment to Deed of Lease between Landlord and Tenant.”

5. Section 8.D. of the Lease (captioned “6^th Floor Balcony”) is hereby deleted in its entirety and replaced with the following, it being agreed that Landlord’s Balcony Contribution pursuant to Section 8.D. of the Lease is satisfied by this Second Amendment, and Tenant shall have no rights to such Landlord’s Balcony Contribution:

“D. Terrace: Subject to approval from Arlington County, Virginia (the ‘County’), and the other terms and conditions set forth in this Section 8.D., Landlord shall construct a terrace on the existing balcony located on the sixth (6^th) floor of the Building comprising up to approximately four thousand (4,000) square feet of area. Landlord and Tenant shall work together in good faith to agree on detailed architectural and engineering plans and specifications with respect to the proposed terrace (the ‘Terrace Plans and Specifications’), and Landlord shall use commercially reasonable efforts to obtain all necessary approvals from the County which are required in order for Landlord to construct the terrace, provided that Landlord shall have no liability in the event that such approval is not obtained, and this Lease shall remain in full force and effect regardless of whether or not Landlord obtains such approval or constructs the terrace. In the event that Landlord obtains approval from the County for construction of the proposed terrace, then Landlord shall, subject to the terms and conditions of this Section 8.D., construct the terrace in accordance with the Terrace Plans and Specifications (as such Terrace Plans and Specifications may be amended pursuant to any requirement of the County). Landlord shall use commercially reasonable efforts to complete the construction of such terrace in accordance with the

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terrace project schedule attached hereto as Exhibit K and made a part hereof, provided that Landlord shall have no liability for its failure to complete such terrace in accordance with the timeframes set forth in such terrace project schedule, and this Lease shall remain in full force and effect regardless of whether or not Landlord completes the terrace in accordance with such schedule.

Notwithstanding anything to the contrary contained herein, after full and final approval from the County has been obtained for construction of the terrace, if at all, Landlord shall provide Tenant with a written estimate (‘Landlord’s Estimate’) and reasonable supporting documentation of all hard construction costs and all soft costs incurred by Landlord with respect to the terrace (including, but not limited to, any fees previously incurred by Landlord in obtaining approval for such terrace and any and all future costs in obtaining building permits to construct the terrace) (all such hard and soft costs being hereby collectively referred to as the ‘Terrace Costs’). In the event that Landlord’s Estimate of the Terrace Costs exceeds Five Hundred Thousand Dollars ($500,000) (such amount being referred to herein as the ‘Terrace Cap’), then notwithstanding anything to the contrary contained herein, Landlord shall have no further obligation to proceed with the construction of the terrace unless Tenant provides notice to Landlord, within ten (10) business days following receipt of such Landlord’s Estimate, that Tenant has elected to have Landlord proceed with the construction of the terrace, in which event, Tenant, at its sole cost and expense, shall be responsible for the reimbursement to Landlord of all such Terrace Costs which are in excess of the Terrace Cap, within thirty (30) days following receipt of an invoice therefor from Landlord.

In the event that Tenant does not timely provide such notice of its election to have Landlord proceed with the construction of the terrace, then Landlord shall have no further obligation whatsoever to construct the terrace, but, at Tenant’s election by written notice given to Landlord at any time following receipt of Landlord’s Estimate, Tenant may elect(i) to have the Second Amendment Free Rent Allowance increase by an amount equal to (i) Five Hundred Thousand Dollars ($500,000) minus (ii) all actual Terrace Costs incurred by Landlord, subject to all of the terms and conditions set forth in Section 4.A. hereof with respect to Second Amendment Free Rent Allowance; or (ii) to increase the

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Second Expansion Space Tenant Allowance by an amount equal to (i) Five Hundred Thousand Dollars ($500,000) minus (ii) all actual Terrace Costs incurred by Landlord, which amount shall then become part of the Second Expansion Space Tenant Allowance and shall be subject to all of the terms and conditions thereof in accordance with Section 49 hereof; provided, however, that in the event that Tenant has not provided notice to Landlord of such election within six (6) months following receipt of Landlord’s Estimate, then the Second Amendment Free Rent Allowance shall increase by an amount equal to (i) Five Hundred Thousand Dollars ($500,000.00) minus (ii) all actual Terrace Costs incurred by Landlord, subject to all of the terms and conditions set forth in Section 4.A. hereof with respect to Second Amendment Free Rent Allowance.”

6. Section 44 of the Lease (captioned “Right of First Offer”) is hereby amended (i) by deleting from Subsection 44.A. thereof (captioned “Available Space”) the language: “(c) comprises not more than one (1) full floor and not less than ten thousand (10,000) square feet of rentable area” and inserting the following language in lieu thereof: “(c) comprises one (1) full floor”; and (ii) by adding thereto a new Subsection 44.E., as follows:

“E. Notwithstanding anything to the contrary contained in this Section 44 or in this Lease, prior to providing a Landlord’s Offer to Evolent hereunder, Landlord may request Evolent’s most recent financial statement in the form required by Section 32.M hereof, and Evolent shall provide the same to Landlord within fifteen (15) days following Landlord’s request therefor. Evolent hereby agrees that if such financial statement shows that Evolent has met the Required Financial Threshold (as hereinafter defined), then Landlord shall not have the right to include in Landlord’s Offer either an additional Security Deposit or a modification of the scheduled reduction of the Security Deposit as set forth in Paragraph 7 of the Second Amendment. In the event that such financial statement shows that Evolent has not met the Required Financial Threshold, then Landlord may include as part of any Landlord’s Offer, in addition to any other terms and conditions acceptable to Landlord in the good faith exercise of its sole and absolute discretion (subject to the determination of the Prevailing Market Rent), a requirement (i) that Evolent provide Landlord with an additional Security Deposit in an amount, if any, to be mutually agreed upon by Landlord and Tenant, including scheduled reductions to such

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additional Security Deposit, if any, in accordance with a schedule, if any, to be mutually agreed upon by Landlord and Tenant, and (ii) that the reduction in the then existing Security Deposit as set forth in Paragraph 7 of the Second Amendment shall not be subject to further modification with respect to such Landlord’s Offer. As used herein, the term ‘Required Financial Threshold’ shall mean that Evolent’s then current financial statement shows that Evolent has (a) Forty-Five Million Dollars ($45,000,000.00) in liquid assets and (b) a ‘Tangible Net Worth’ (i.e. total assets minus total liabilities) of at least Forty Million Dollars ($40,000,000.00).

The parties acknowledge that pursuant to Section 44.B hereof, Evolent shall have fifteen (15) days to respond to Landlord’s Offer. In the event that the Required Financial Threshold has not been met by Evolent and Evolent disagrees with Landlord’s Offer with respect to either the amount of the incremental Security Deposit or the reduction schedule with respect to the incremental Security Deposit, or both of same, but Evolent nevertheless gives timely notice of its exercise of its option to lease the Available Space, and Landlord and Evolent do not agree, within thirty (30) days following Landlord’s delivery of Landlord’s Offer, on either the amount of the incremental Security Deposit or the reduction schedule applicable to the incremental Security Deposit, or both of same, then Evolent’s right hereunder to lease the Available Space shall automatically become void and of no further force or effect for the remainder of the Term of this Lease, and Landlord may lease said Available Space to others under such terms and for such periods as shall be acceptable to Landlord. In addition, in the event that Evolent fails to timely provide such financial statement to Landlord as required herein, Landlord shall have the right, in its sole and absolute discretion, to terminate Evolent’s right to lease the Available Space, in which event Evolent’s right to receive a Landlord’s Offer and to lease said Available Space shall be void and of no force or effect for the remainder of the Term of this Lease, and Landlord may lease said Available Space to others under such terms and for such periods as shall be acceptable to Landlord.”

7. Landlord and Tenant acknowledge and agree that pursuant to Section 35 of the Lease (captioned “Security Deposit”), as amended by Paragraph 7 of the First Amendment, Landlord is currently holding a Security Deposit in the amount of Three Million

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Seven Hundred Five Thousand Five Hundred Fifty-Eight and 40/100 Dollars ($3,705,558.40). Notwithstanding the foregoing or anything to the contrary contained in Section 35 of the Lease or Paragraph 7 of the First Amendment, the parties hereby agree as follows: (I) the Security Deposit shall be reduced (i) to Two Million Five Hundred Seven Thousand Nine Hundred Seven Dollars ($2,507,907.00) as of November 1, 2015, (ii) to One Million Five Hundred Seventy-Eight Thousand Five Hundred Sixty-Two Dollars ($1,578,562.00) as of November 1, 2016, and (iii) to Six Hundred Fifty Thousand Dollars ($650,000.00) as of November 1, 2018, except that there shall be no such reduction at the scheduled date of reduction if there exists (a) any Default under the Lease until such time as such Default has been cured, or (b) any circumstance which with the giving of notice, the passage of time, or both would constitute a Default by Tenant (provided that Landlord shall have the right to notify Tenant in writing within ten (10) days following the date on which such reduction is scheduled to occur as to whether any such circumstance does then exist and such reduction in the Security Deposit shall not be postponed if either (i) Landlord fails to so notify Tenant within such 10-day period or (ii) Landlord does notify Tenant of such circumstance constituting a default within such 10-day period and Tenant then cures such default within the applicable cure period set forth in this Lease), at which time the reduction in the Security Deposit shall occur as set forth above, and (II) as of November 1, 2018, the required amount of the Security Deposit at that time shall remain as the Security Deposit for the remainder of the Term of the Lease, unless otherwise agreed to in writing by the parties and incorporated into a written amendment to the Lease, including, but not limited to, pursuant to the terms and conditions of subsection 44.E of the Section 44 of the Lease (captioned “Right of First Offer”).

8. Landlord and Tenant each represents and warrants to the other that, except as hereinafter set forth, neither of them has employed any broker in procuring or carrying on any negotiations relating to this Second Amendment. Landlord and Tenant shall indemnify and hold each other harmless from any loss, claim or damage, including, but not limited to, all court costs and reasonable attorneys’ fees, relating to the breach of the foregoing representation and warranty. Landlord recognizes only Jones Lang LaSalle Americas, Inc., as agent of Tenant, as broker with respect to this Second Amendment and agrees to be responsible for the payment of a commission to said broker pursuant to a separate written agreement with said broker.

9. Landlord and Tenant hereby agree and acknowledge that Landlord has satisfied all of its obligations pursuant to Section 48 of the Lease (captioned “Second Hold Space Premises”) and that

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Tenant’s rights with respect to Section 48 of the Lease are null and void and of no further force or effect.

10. The Lease is hereby amended by inserting therein Exhibits A-2, B-2 and K, attached hereto, which Exhibits A-2, B-2 and K are hereby incorporated into the Lease by reference and made a part hereof.

11. If requested by Landlord at any time during the Term, Tenant shall promptly execute a declaration in the form attached hereto as Exhibit B-2 and made a part hereof.

12. Except as expressly modified by this Second Amendment, all terms and provisions of the Lease shall remain in full force and effect.

13. Landlord and Tenant represent and warrant to each other that the person signing this Second Amendment on its behalf has the requisite authority and power to execute this Second Amendment and to thereby bind the party on whose behalf it is being signed.

[Signatures appear on the following page.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment to Deed of Lease as of the day and year first hereinabove written.

WITNESS:		LANDLORD: NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company
		By:	JBG/Company Manager II, L.L.C., a Delaware limited liability company Its Managing Member
By:	/s/		By:	/s/ David Paul
			Name:	David Paul
			Title:	Managing Member
WITNESS:		TENANT: EVOLENT HEALTH LLC, a Delaware limited liability company
By:	/s/	By:	/s/ Jonathan Weinberg
		Name:	Jonathan Weinberg
		Title:	General Counsel

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EXHIBIT A-2

PLAN SHOWING SECOND EXPANSION SPACE

A-2-1

EXHIBIT B-2

DECLARATION BY LANDLORD AND

TENANT AS TO DATE OF DELIVERY AND ACCEPTANCE OF

POSSESSION, SECOND EXPANSION SPACE COMMENCEMENT DATE, ETC.

THIS DECLARATION is hereby attached to a made a part of that certain Second Amendment to Deed of Lease dated                      (the “Second Amendment”), which amends that certain Deed of Lease (the “Original Lease”) dated July 31, 2012, as amended, entered into by and between NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company, as Landlord, and EVOLENT HEALTH LLC, a Delaware limited liability company, as Tenant. All terms used in this Declaration shall have the same meanings as they have in the Original Lease, as modified by the Second Amendment.

(i) Landlord and Tenant do hereby declare that possession of the Second Expansion Space was accepted by Tenant on                     , 20    ;

(ii) As of the date hereof, the Lease is in full force and effect, and Landlord has fulfilled all of its obligations under the Lease required to be fulfilled by Landlord on or prior to said date;

(iii) The Second Expansion Space Commencement Date is                      1, 2014;

(iv) The Second Expansion Space Rent Commencement Date is May 1, 2015; and

(v) The Lease Expiration Date is hereby established to be December 31, 2020, unless the Lease or the Term is sooner terminated pursuant to any provision of the Lease.

WITNESS:		LANDLORD: NORTH GLEBE OFFICE, L.L.C., a Delaware limited liability company
		By:	JBG/Company Manager II, L.L.C., a Delaware limited liability company Its Managing Member
By:			By:
			Name:
			Title:	Authorized Signatory
WITNESS:		TENANT: EVOLENT HEALTH LLC, a Delaware limited liability company
By:	/s/	By:	/s/ Jonathan Weinberg
		Name:	Jonathan Weinberg
		Title:	General Counsel

B-2-1

EXHIBIT K

TERRACE PROJECT SCHEDULE

Design	50 days
Schematic Design	15 days
Design Development	15 days
Construction Documents	20 days
Permit Approval & Bidding	45 days
Construction	60 days

K-1

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Evolent Health, Inc. of our report dated March 2, 2015 relating to the financial statements of Evolent Health LLC, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

May 4, 2015

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Evolent Health, Inc. of our report dated March 6, 2015 relating to the financial statements of Evolent Health Holdings, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

May 4, 2015