X0206 3 2015-06-05 0 0001628908 Evolent Health, Inc. EVH 0001157377 ADVISORY BOARD CO 2445 M. STREET, NW WASHINGTON DC 20037 0 0 1 0 Class A Common Stock, par value $0.01 per share 6382408 D Class B Common Units Class A Common Stock 5208688 D Class B Common Stock, par value $0.01 per share Class A Common Stock 5208688 D At any time, each Class B Common Unit (and corresponding share of Class B Common Stock) of Evolent Health LLC (the "Evolent LLC") is exchangeable for one share of Class A Common Stock, par value of $0.01 per share of the Evolent Health, Inc. (the "Issuer"), initially on a one for one basis, subject to adjustment pursuant to, and the other terms of, the Exchange Agreement entered into on June 4, 2015 among the Issuer, Evolent LLC and the holders from time to time of Class B Common Units listed in Exhibit A thereto, and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle Holdings, L.P. and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date. The Advisory Board Company /s/ Evan Farber Name: Evan Farber Title: General Counsel and Corporate Secretary 2015-06-05