Exhibit 10.1

EXECUTION COPY

STOCKHOLDERS AGREEMENT

BY AND AMONG

EVOLENT HEALTH, INC.

AND

THE STOCKHOLDERS PARTY HERETO

D ATED AS OF J UNE  4, 2015

TABLE OF CONTENTS

This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “ Agreement ”), dated as of June 4, 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 (“ TPG Growth II BDH ”) and TPG Eagle Holdings L.P., a Delaware limited partnership (“ TPG Eagle ” and, together with TPG Growth II BDH, “ TPG ” or the “ TPG Investor ”);

iii. UPMC, a Pennsylvania nonprofit corporation (“ UPMC ” or the “ UPMC Investor ”);

iv. The Advisory Board Company, a Delaware corporation (“ The Advisory Board ” or “ The Advisory Board Investor ”); and

v. such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board (as defined below) as “Other Stockholders” (the “ Other Stockholders ” and, together with the TPG Investor, the UPMC Investor and The Advisory Board Investor, the “ Stockholders ”).

For purposes of this Agreement, each of TPG, UPMC and The Advisory Board is a “ Principal Stockholder ”.

RECITALS

WHEREAS, on January 6, 2014, Evolent Health Holdings, Inc., a Delaware corporation (“ Holdings ”), Evolent Health LLC, a Delaware limited liability company (“ Evolent Health LLC ”), TPG, UPMC, The Advisory Board and certain other Persons entered into an Amended and Restated Master Investors’ Rights Agreement (the “ Prior Agreement ”);

WHEREAS, in connection with the IPO, the Prior Agreement is being terminated by the parties thereto;

WHEREAS, on the date hereof, the Company has priced an initial public offering (the “ IPO ”) of shares of its Class A Common Stock, par value $0.01 per share (the “ Class A Common Stock ”), pursuant to an Underwriting Agreement dated as of the date hereof;

WHEREAS, in connection with the IPO (i) the preferred units of Evolent Health LLC will be converted into common units of Evolent Health LLC, (ii) the second amended and restated operating agreement of Evolent Health LLC will be further amended and restated to establish two classes of equity consisting of the Class A common units (“ Class A Common Units ”) to be held by Evolent Health, Inc. as sole managing member and the Class B common units (“ Class B Common Units ”) to be initially held by TPG and The Advisory Board, (iii) the shares of preferred stock of Holdings will be converted into common stock of Holdings, (iv) pursuant to a series of

share exchanges and contributions, the Company will issue shares of Class A Common Stock to certain pre-merger stockholders of Holdings and an affiliate of TPG and shares of its 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 ”), to TPG, The Advisory Board and Ptolemy and (v) pursuant to a series of mergers, Holdings and an affiliate of TPG will merge with and into the Company with the Company continuing as the surviving entity and, in connection with such mergers, the Company will issue shares of Class A Common Stock to the other pre-merger stockholders of Holdings;

WHEREAS, after the completion of the IPO, the Class B common units (together with shares of Class B Common Stock) held by TPG and The Advisory Board will, subject to certain restrictions, be exchangeable from time to time at the option of the holder thereof for shares of the Class A Common Stock, pursuant to an Exchange Agreement dated as of the date hereof (as such agreement may be amended from time to time, the “ Exchange Agreement ”); and

WHEREAS, the parties hereto desire to provide for certain governance rights and other matters, and to set forth the respective rights and obligations of the Stockholders 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 are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ 90-Day Unaffiliated Director ” has the meaning set forth in Section 3.1(a).

“ 365-Day Unaffiliated Director ” has the meaning set forth in Section 3.1(a).

“ Advisory Board Director ” has the meaning set forth in Section 3.1(a).

“ Affiliate ” means, with respect to any specified Person, (a) 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 or (b) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person. 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 Section 3.5, the direct and indirect subsidiaries of the Company and Evolent Health LLC shall not constitute an Affiliate of the Company or Evolent Health LLC.

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“ Affiliate Transaction ” has the meaning set forth in Section 3.5.

“ Agreement ” has the meaning set forth in the Preamble.

“ Annual Financial Statements ” has the meaning set forth in Section 4.2(d).

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or specifically authorized by law to be closed in the City of New York.

“ Business Combination Transaction ” has the meaning set forth in Section 5.4.

“ Chief Executive Officer ” means the chief executive officer of the Company then in office.

“ Class A Common Stock ” has the meaning set forth in the Recitals.

“ Class A Common Units ” has the meaning set forth in the Recitals.

“ Class B Common Stock ” has the meaning set forth in the Recitals.

“ Class B Common Units ” has the meaning set forth in the Recitals.

“ Closing ” means the closing of the IPO.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company ” has the meaning set forth in the Preamble.

“ Company By-laws ” means the by-laws of the Company in effect on the date hereof, as may be amended from time to time.

“ Company Charter ” means the certificate of incorporation of the Company in effect on the date hereof, as may be amended from time to time.

“ Company Information ” has the meaning set forth in Section 4.1(a).

“ Company Shares ” means (i) all shares of Common Stock that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested), (ii) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested) (without double counting shares of Class A Common Stock issuable upon an exchange of shares of Class B Common Stock together with Class B Common Units) and (iii) all shares of 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.

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“ 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.

“ Exchange Agreement ” has the meaning set forth in the Recitals.

“ Fund Indemnitors ” has the meaning set forth in Section 3.1(h).

“ GAAP ” means generally accepted accounting principles in the United States.

“ Indemnitee ” has the meaning set forth in Section 3.1(h).

“ IPO ” has the meaning set forth in the Recitals.

“ Member of the Immediate Family ” means, with respect to an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such individual is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee and so long as such trustee is reasonably satisfactory to the Company, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

“ Necessary Action ” means, with respect to a specified result, all actions reasonably necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Shares, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are reasonably required to achieve such result.

“ Operating Agreement ” means the Third Amended and Restated Operating Agreement of the Company dated as of the date hereof, as such agreement may be amended from time to time.

“ Other Stockholders ” has the meaning set forth in the Recitals.

“ PCAOB ” has the meaning set forth in Section 4.2(c).

“ Person ” means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or government or any agency or political subdivision thereof.

“ Principal Stockholder ” has the meaning set forth in the Preamble.

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“ Principal Stockholder Designee ” has the meaning set forth in Section 3.1(b).

“ Ptolemy ” means Ptolemy Capital, LLC, a Delaware limited liability company.

“ Public Filings ” has the meaning set forth in Section 4.1(b).

“ Purported Owner ” has the meaning set forth in Section 5.16(b).

“ Quarterly Financial Statements ” has the meaning set forth in Section 4.2(c).

“ Registration Statement ” means the Registration Statement on Form S-1, as amended, filed by the Company with the SEC in connection with the IPO.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Restricted Shares ” has the meaning set forth in Section 5.16(b).

“ Restrictions ” has the meaning set forth in Section 5.16(b).

“ SEC ” means the U.S. Securities and Exchange Commission.

“ 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.

“ 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 Agreement.

“ Stockholder ” has the meaning set forth in the Preamble.

“ Tax Receivables Agreement ” means the tax receivables agreement by and among the Company, TPG, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Common Stock, dated as of the date hereof, as such agreement may be amended from time to time.

“ The Advisory Board ” or “ The Advisory Board Investor ” has the meaning set forth in the Preamble.

“ TPG ” or “ TPG Investor ” has the meaning set forth in the Preamble.

“ TPG Director ” has the meaning set forth in Section 3.1(a).

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“ Transfer ” means, with respect to any Company Shares, any interest therein, or any other securities or equity interests, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; and “ Transferred ”, “ Transferee ” and “ Transferor ” shall each have a correlative meaning.

“ Transfer Agent ” has the meaning set forth in Section 5.16(b).

“ Unaffiliated Director ” has the meaning set forth in Section 3.1(a).

“ Unaffiliated Directors ” shall mean the Unaffiliated Director, the 90-Day Unaffiliated Director and the 365-Day Unaffiliated Director.

“ UPMC ” or “ UPMC Investor ” has the meaning set forth in the Preamble.

“ UPMC Director ” has the meaning set forth in Section 3.1(a).

Section 1.2. Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(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 II

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

Section 2.1. Existence; Authority; Enforceability . Such party has the power and authority to enter into this Agreement and to perform its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance of its obligations hereunder, have been authorized by all necessary action on the part of its board of directors (or

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equivalent) and shareholders (or other holders of equity interests), if required, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effect of any laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 2.2. Absence of Conflicts . The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party, (b) result in any material violation, breach, conflict, default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or an event of default), or give rise to any right of acceleration or termination or any additional material payment obligation, under the terms of any material contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected, or (c) violate any law applicable to such party, except, in the case of each of (b) and (c) with respect to the Stockholders, for any such violation, breach, conflict or default that would not impair in any material respect the ability of such Stockholder to perform its respective obligations hereunder.

Section 2.3. Consents . Other than as expressly required herein or any consents which have already been obtained, no material consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or performance of this Agreement.

ARTICLE III

GOVERNANCE

Section 3.1. The Board .

(a) Composition of Initial Board . Prior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board to be comprised of eight directors, (i) two of whom shall be designated by TPG (each, a “ TPG Director ”), (ii) two of whom shall be designated by UPMC (each, a “ UPMC Director ”), (iii) two of whom shall be designated by The Advisory Board (each, an “ Advisory Board Director ”), (iv) one of whom shall be the Chief Executive Officer and (v) one of whom shall be a director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (an

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“ Unaffiliated Director ”). Within 90 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to nine directors and to fill such vacancy with one additional Unaffiliated Director (the “ 90-Day Unaffiliated Director ”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). Within 365 days of the effective date of the Registration Statement, the Company and the Stockholders shall take all Necessary Action to cause the Board to increase in size by one director to ten directors and to fill such vacancy with one additional Unaffiliated Director (the “ 365-Day Unaffiliated Director ”) who shall meet the independence criteria set forth in Rule 10A-3 under the Exchange Act and who shall be appointed by a majority of the Board (upon the affirmative recommendation of the Nominating and Corporate Governance Committee of the Board). The foregoing directors shall be divided into three classes of directors, each of whose members shall serve for staggered three-year terms as follows:

(1) the class I directors shall include one TPG Director, one UPMC Director and one Advisory Board Director;

(2) the class II directors shall include one TPG Director, one UPMC Director and one Advisory Board Director; and

(3) the class III directors shall include the Chief Executive Officer, the Unaffiliated Director, the 90-Day Unaffiliated Director and the 365-Day Unaffiliated Director.

The initial term of the class I directors shall expire immediately following the Company’s first annual meeting of stockholders at which directors are elected following the completion of the IPO. The initial term of the class II directors shall expire immediately following the Company’s second annual meeting of stockholders at which directors are elected following the completion of the IPO. The initial term of the class III directors shall expire immediately following the Company’s third annual meeting at which directors are elected following the completion of the IPO.

For the avoidance of doubt, this Section 3.1(a) is applicable solely to the initial composition of the Board and shall have no further force or effect after the 365-Day Unaffiliated Director is appointed to the Board (except that (i) a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 3.1(a) and (ii) the initial terms of each class of directors shall expire as set forth in this Section 3.1(a)).

(b) Principal Stockholder Representation . For so long as a Principal Stockholder holds a number of shares of Common Stock representing at least the percentage of shares of Common Stock held by such Principal Stockholder as of the Closing shown below, there shall be included in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by

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such Principal Stockholder (each, a “ Principal Stockholder Designee ”) that, if elected, will result in such Principal Stockholder having the number of directors serving on the Board that is shown below.

Upon any decrease in the number of directors that a Principal Stockholder is entitled to designate for election to the Board, such Principal Stockholder shall take all Necessary Action to cause the appropriate number of Principal Stockholder Designees to offer to tender resignation. The Board shall have the option, but not the obligation, to accept any such resignations, and if such resignation is then accepted by the Board, the Board may take all Necessary Action to cause the authorized size of the Board to be reduced accordingly.

(c) CEO Representation . Subject to the last sentence of Section 3.1(d), if the term of the Chief Executive Officer as a director on the Board is to expire in conjunction with any annual or special meeting of stockholders at which directors are to be elected, the Chief Executive Officer shall be included in the slate of nominees recommended by the Board for election.

(d) Vacancies . Except as provided in Section 3.1(b), (i) each Principal Stockholder shall have the exclusive right to remove its designees from the Board, and the Company and the Principal Stockholders shall take all Necessary Action to cause the removal of any such designee at the request of the designating Principal Stockholder and (ii) each Principal Stockholder or, if applicable, the Nominating and Corporate Governance Committee of the Board, shall have the exclusive right to designate for election or appointment to the Board directors to fill vacancies created by reason of death, removal or resignation of its designees to the Board, and the Company and the other Principal Stockholders shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by such designating Principal Stockholder as promptly as reasonably practicable; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and the Company and the other Principal Stockholders shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to Section 3.1(b). If the Chief Executive Officer resigns or is terminated for any reason, the Chief Executive Officer shall resign from the Board, and the Company and the Principal Stockholders shall take all Necessary Action to remove the Chief Executive Officer from the Board and fill such vacancy with the next Chief Executive Officer in office.

(e) Additional Unaffiliated Directors . For so long as any Principal Stockholder has the right to designate at least one director for nomination under this

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Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed ten; provided , that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations and applicable listing requirements.

(f) Committees . Subject to applicable laws and stock exchange regulations, each Principal Stockholder shall have the right to have a representative appointed to serve on each committee of the Board for so long as such Principal Stockholder has the right to designate at least one director for election to the Board. Subject to applicable laws and stock exchange regulations and applicable listing requirements, each Principal Stockholder shall have the right to have a representative appointed as an observer to any committee of the Board to which such Principal Stockholder (i) does not elect to have a representative appointed or (ii) is prohibited by applicable laws or stock exchange regulations or applicable listing requirements from having a representative appointed, in each case for so long as such Principal Stockholder has the right to designate at least one director for nomination under this Agreement. Notwithstanding the foregoing, (i) not later than the Closing, one of the Unaffiliated Directors then serving shall be appointed to serve on the Audit Committee of the Board, (ii) not later than 90 days following the effective date of the Registration Statement, two of the Unaffiliated Directors then serving shall be appointed to serve on the Audit Committee of the Board, (iii) not later than 365 days following the effective date of the Registration Statement, three of the Unaffiliated Directors then serving shall be appointed to serve on the Audit Committee of the Board and (iv) at all times during which this Agreement is operative and effective, the Board shall have determined that at least one director serving on the Audit Committee of the Board shall qualify as an “audit committee financial expert” under the rules and regulations of the SEC.

(g) Reimbursement of Expenses . In accordance with the Company By-laws, the Company shall reimburse each TPG Director, UPMC Director, Advisory Board Director and Principal Stockholder Designee for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s or designee’s participation in the meetings of the Board or any committee of the Board, including reasonable travel, lodging and meal expenses.

(h) D&O Insurance; Indemnification Priority . The Company shall obtain customary director and officer indemnity insurance on reasonable terms. The Company hereby acknowledges that any director, officer or other indemnified person covered by any such indemnity insurance policy (any such Person, an “ Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by TPG, UPMC, The Advisory Board or one or more of their respective Affiliates (collectively, the “ Fund Indemnitors ”). The Company hereby (i) agrees that the Company and any subsidiary of the Company that provides indemnity shall be the indemnitor of first resort (i.e., its or their obligations to an Indemnitee shall be primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Indemnitee shall be secondary), (ii) agrees 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,

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judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this agreement or any other agreement between the Company and an Indemnitee, without regard to any rights an Indemnitee may have against any Fund Indemnitor or their insurers, and (iii) irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company, as the case may be, shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company.

Section 3.2. Voting Agreement . Each Principal Stockholder agrees to cast all votes to which such Principal Stockholder is entitled in respect of its Company Shares, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board those individuals designated in accordance with Section 3.1(a)-(e) and to otherwise effect the intent of this Article III.

Section 3.3. Additional Management Provisions . The Company hereby agrees and acknowledges that the Principal Stockholder Designees of each Principal Stockholder entitled to designate a member of the Board pursuant to this Agreement shall receive such information relating to the financial condition, business, prospects or corporate affairs of the Company as such Principal Stockholder may from time to time reasonably request, and such Principal Stockholder Designee may share such information about the Company with such Principal Stockholder.

Section 3.4. Confidentiality . Each Stockholder agrees with the Company for the benefit of the Company that such Stockholder will, until the second anniversary of the termination of this Agreement with respect to such Stockholder, keep confidential and will not disclose, divulge or use for any purpose (other than to monitor, increase or decrease its investment in the Company) any confidential information obtained from the Company pursuant to this Agreement or provided by or on behalf of the Company to such Stockholder 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 Stockholder), (b) is or has been independently developed or conceived by the Stockholder without use of the Company’s confidential information, (c) is determined by the Company in good faith upon request of any Stockholder no longer to be confidential information (as confirmed in writing to the Stockholder by the Board) or (d) is or has been made known or disclosed to the Stockholder by a third party without the Stockholder’s knowledge that the disclosure of such information constitutes a breach of any obligation of confidentiality such third party may have to the Company; provided , however , that a

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Stockholder 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 Company; (ii) to any existing or prospective Affiliate, partner, member, stockholder or wholly owned subsidiary of such Stockholder in the ordinary course of business; provided that such Stockholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iii) subject to the terms of Article 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 Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; provided , further that nothing in this Section 3.4 shall be deemed to restrict any Stockholder’s ability to monetize its equity investment in the Company in compliance with applicable securities laws. Notwithstanding the foregoing, each of the Company and each Stockholder acknowledges that each other Stockholder may develop or receive from third parties information that is the same as or similar to the confidential information of the Company, and agrees that nothing in this Agreement restricts or prohibits any Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of the Company.

Section 3.5. Affiliate Transactions . Neither the Company nor Evolent Health LLC shall make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company or Evolent Health LLC involving, with respect to any such transaction or series of related transactions, payments, consideration, properties or assets with a fair market value in excess of $2.0 million (each, an “ Affiliate Transaction ”), unless with respect to any Affiliate Transaction or series of related Affiliate Transactions, such Affiliate Transaction or series of related Affiliate Transactions either (a) has been approved by a majority of the members of the Board that are disinterested with respect to such Affiliate Transaction or series of related Affiliate Transactions or (b) has been conducted on an arm’s-length basis. For purposes of this Agreement, the following shall not constitute an “Affiliate Transaction”: (i) any transaction, contract, agreement, understanding, loan, advance or guarantee completed or in effect upon, or prior to, the Closing and (ii) any transaction, contract, agreement or understanding relating to director and officer indemnification, advancement of expenses and/or insurance.

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ARTICLE IV

FINANCIAL INFORMATION

Section 4.1. Earnings Releases and Public Filings . (a) During any period in which a Principal Stockholder is (i) subject to the reporting requirements of the Exchange Act, (ii) required to file audited financial statements of the Company pursuant to Rule 3-09 of Regulation S-X and (iii) required to account for its investment in the Company or Evolent Health LLC on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with such Principal Stockholder’s auditors) or (b) at any other time to comply with the Principal Stockholder’s reporting obligations under any of its debt instruments or otherwise, including to comply with any law, rule, regulation or other obligation:

(a) Earnings Releases . The Principal Stockholders each agree that, unless required by law, rule or regulation or unless the Company shall have consented thereto, which consent shall not be unreasonably withheld, conditioned or delayed, none of the Principal Stockholders will publicly release any quarterly or annual financial information that includes Company Information sooner than 35 days after any quarter or year end. Except as otherwise provided in the last sentence of this paragraph or in Section 4.2(f), no such Principal Stockholder shall include any Company Information in any such earnings release without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. As used herein, “ Company Information ” means any monthly, quarterly or annual financial information of the Company or any of its subsidiaries, including Evolent Health LLC. In the event that any of the Principal Stockholders is required by law, rule or regulation, including but not limited to Regulation FD, to publicly release such Company Information prior to its public release by the Company, such Principal Stockholder will give the Company notice of such release of Company Information as soon as practicable but no later than two Business Days prior to such release of Company Information or such shorter period if otherwise required by law, rule or regulation and will give the Company an opportunity to review such Company Information.

(b) Public Filings . Each of the Principal Stockholders and the Company shall cooperate fully with each other to the extent reasonably requested by the other in the preparation of any of their respective public filings that include Company Information, including earnings releases, quarterly reports on Form 10-Q, annual reports on Form 10-K, any current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses, investor presentations and any other filings made by them or any of their respective subsidiaries with the SEC, any national securities exchange or otherwise made publicly available (collectively, “ Public Filings ”). Unless required by law, rule or regulation, each of the Principal Stockholders and the Company shall not publicly release any financial or other information which materially conflicts with the information of the other party that is included in any Public Filing without the prior consent of the Company or such Principal Stockholder, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed.

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Section 4.2. Significant Investment Enhanced Requirements . The Company agrees that, (a) during any period in which a Principal Stockholder is (i) subject to the reporting requirements of the Exchange Act, (ii) required to file audited financial statements of the Company pursuant to Rule 3-09 of Regulation S-X and (iii) required to account for its investment in the Company on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with such Principal Stockholder’s auditors) or (b) at any other time to comply with the Principal Stockholder’s reporting obligations under any of its debt instruments or otherwise, including to comply with any law, rule, regulation or other obligation, in addition to any other requirements set forth in this Article IV, and only with respect to and for the benefit of such Principal Stockholder or Principal Stockholders, as the case may be at any particular time, described in this Section 4.2:

(a) Maintenance of Books and Records . The Company shall, and shall cause each of its consolidated subsidiaries to, (i) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions of the Company and its subsidiaries and (ii) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (x) transactions are executed in accordance with management’s general or specific authorization, (y) transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (2) to maintain accountability for assets, and (z) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b) Monthly and Quarterly Financial Information . As soon as practicable, and within 10 Business Days after the end of each month in each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder a statement of operations and balance sheet for Evolent Health, Inc. and Evolent Health LLC for such month. As soon as practicable, and within 11 Business Days after the end of each fiscal quarter in each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder a statement of shareholders’ equity for Evolent Health, Inc. and Evolent Health LLC for such quarter.

(c) Unaudited Quarterly Financial Information and Financial Statements . Within 35 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder its estimate of the Company Information sufficient for such Principal Stockholder to record the line item equity in loss of unconsolidated subsidiaries in its earnings release for such fiscal quarter consistent with prior practice, including an estimate of the Company’s net income or losses for such fiscal quarter. As soon as practicable, and within 39 days after the end

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of each of the first three fiscal quarters of each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder the final form of the consolidated financial statements of the Company (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of such quarter, prepared in accordance with Article 10 of Regulation S-X (such information is herein referred to as the “ Quarterly Financial Statements ”), and the Company’s independent auditors shall have performed the procedures specified by the Public Company Accounting Oversight Board (United States) (“ PCAOB ”) for a review of interim financial information as described in PCAOB AU 722, Interim Financial Information . Beginning 10 Business Days after the end of each such fiscal quarter, the Company shall make available to such Principal Stockholder the personnel of the Company responsible for the preparation of such Quarterly Financial Statements for telephonic meetings. If on or before the 20th day or the 30th day after the end of any of the first three fiscal quarters of each fiscal year of the Company, the Company becomes aware that it will be unable to deliver the Quarterly Financial Statements within 39 days after the end of such fiscal quarter, then the Company shall notify the Principal Stockholder and provide, at the Company’s expense (it being agreed and understood that the Company shall be responsible for 50% of the fees and expenses of such Principal Stockholder’s auditors for work performed pursuant to this Section 4.2(c)), full access and cooperation from the Company’s management and personnel, along with the Company’s auditors, in connection with a review by the auditors of such Principal Stockholder of the business, books and records of the Company.

(d) Annual Financial Information and Financial Statements . Within 35 days after the end of each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder its estimate of the Company Information sufficient for such Principal Stockholder to record the line item equity in loss of unconsolidated subsidiaries in its earnings release and prepare its audited financial statements for such fiscal year consistent with prior practice, including an estimate of the Company’s net income or losses for such fiscal year. As soon as practicable, and within 59 days after the end of each fiscal year of the Company, the Company shall deliver to each such Principal Stockholder the final form of the consolidated financial statements of the Company (and notes thereto) for such year (such information is herein referred to as the “ Annual Financial Statements ”), accompanied by an opinion thereon by the Company’s independent certified public accountants. Beginning 10 Business Days after the end of each such fiscal year, the Company shall make available to such Principal Stockholder the personnel of the Company responsible for the preparation of such Annual Financial Statements for telephonic meetings. If on or before the 40th day or the 50th day after the end of any fiscal year of the Company, the Company becomes aware that it will be unable to deliver the Annual Financial Statements within 59 days after the end of such fiscal year, then the Company shall notify the Principal Stockholder and provide, at the Company’s expense (it being agreed and understood that the Company shall be responsible for 50% of the fees and expenses of such Principal Stockholder’s auditors for work performed pursuant to this Section 4.2(d)), full access and cooperation from the Company’s management and personnel, along with the Company’s auditors, in connection with a review by the auditors of such Principal Stockholder of the business, books and records of the Company.

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(e) Accounting Estimates and Principles . The Company will give such Principal Stockholder reasonable notice of any proposed significant change in accounting estimates or material changes in accounting principles from those in effect on the date hereof, including changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, that could affect both the Company and such Principal Stockholder. In this connection, the Company will consult with such Principal Stockholder and, if requested by a Principal Stockholder, the Company will consult with its independent public accountants with respect thereto.

(f) Earnings Releases . Subject to Section 4.1(a), nothing herein shall prevent a Principal Stockholder from reflecting its net income/loss attributed to such Principal Stockholder’s investment in the Company on a timely basis in any earnings release issued by such Principal Stockholder.

Section 4.3. Continued Compliance . During any period in which neither clause (a) nor clause (b) of the first sentence of Section 4.1 applies for a Principal Stockholder, the Company agrees to use commercially reasonable efforts to provide Company Information on a timely basis to such Principal Stockholder upon the reasonable request of such Principal Stockholder.

Section 4.4. Attorney-Client Privilege . The provision of any information pursuant to this Article IV shall not be deemed a waiver of any privilege, including privileges arising under or related to the attorney-client privilege.

ARTICLE V

GENERAL PROVISIONS

Section 5.1. Company Charter and Company By-laws . The provisions of this Agreement shall be controlling if any such provisions or the operation thereof conflict with the provisions of the Company Charter or the Company By-laws. The Company and the Principal Stockholders agree to take all Necessary Action to amend the Company Charter and Company By-laws so as to avoid any conflict with the provisions hereof.

Section 5.2. Freedom to Pursue Opportunities . Subject to Section 12.03 of the Company Charter and any contractual obligations by which the Company 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 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

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none of the Principal Stockholders nor any of their Affiliates, nor any of their respective officers or directors, 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 any Principal Stockholder or its Affiliates, or of the participation therein by any officer or director of any Principal Stockholder or its Affiliates. To the fullest extent permitted by law, but subject to any contractual obligations by which the Company 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 Company or any of the Company’s Affiliates, and without limiting Section 12.03 of the Company Charter, 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 Company or its stockholders or to any Affiliate of the Company or such Affiliate’s stockholders or members solely by reason of engaging in any such activity. Subject to any contractual provisions by which the Company 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 Company (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 Company 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 Company or its stockholders, 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 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 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 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 Company or any of its Affiliates. For purposes of this Section 5.2, the term “Affiliate” shall be given the meaning assigned to such term in the Company Charter.

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Section 5.3. Assignment; Benefit .

(a) The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto, subject to the prior termination of this Agreement with respect to any Principal Stockholder in accordance with Section 5.5. Any attempted assignment of rights or obligations in violation of this Section 5.3 shall be null and void.

(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, and there shall be no third-party beneficiaries to this Agreement other than the Indemnitees and the Fund Indemnitors under Section 3.1(h), and the Principal Stockholders and their Representatives under Section 5.2.

Section 5.4. Restrictions on Business Combination Transactions . The Company shall not be a party to any reorganization, Share Exchange, consolidation, conversion or merger 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 ”) that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class B Common Units for consideration unless (a) each holder of Class A Common Stock and Class B Common Stock (together with the corresponding number of Class B Common Units) is allowed to participate pro rata in such Business Combination Transaction (as if the Class B Common Stock (together with the corresponding number of Class B Common Units) had been exchanged immediately prior to such Business Combination Transaction for Class A Common Stock pursuant to the Exchange Agreement) and (b) the gross proceeds payable in respect of each Class B Common Unit equals the gross proceeds that would be payable on account of such Class B Common Unit if it were exchanged immediately prior to such Business Combination Transaction into Class A Common Stock pursuant to the Exchange Agreement. Nothing in this Section 5.4 shall be deemed to modify any of the rights of The Advisory Board, TPG, UPMC or Ptolemy set forth in the Tax Receivables Agreement.

Section 5.5. Termination . If not otherwise stipulated, this Agreement shall terminate automatically (without any action by any party hereto) as to each Principal Stockholder when such Principal Stockholder no longer has the right to designate any directors to the Board pursuant to Article III hereof.

Section 5.6. Limits on Transfer or Issuance of Common Stock . The parties each acknowledge and agree that no shares of Class A Common Stock may be issued unless (a) a corresponding number of Class A Common Units are issued therewith (including any issuances of shares of Class A Common Stock held in treasury or otherwise by the Company or any of its subsidiaries) or (b) the issuance of shares of Class A Common

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Stock is to a holder of shares of Class B Common Stock in exchange for shares of Class B Common Stock (together with the corresponding number of Class B Common Units) pursuant to the Exchange Agreement. The parties each also acknowledge and agree that no shares of Class B Common Stock may be Transferred or issued unless a corresponding number of Class B Common Units are Transferred or issued therewith (including any transfers or issuances of shares of Class B Common Stock held in treasury or otherwise by the Company or any of its subsidiaries) and that the Company will not register any Transfers of shares of Class B Common Stock that do not satisfy this Section 5.6.

Section 5.7. Severability . In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.8. Entire Agreement; Amendment .

(a) This Agreement sets forth the entire understanding and agreement among the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This Agreement or any provision hereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by each of the Principal Stockholders with respect to which this Agreement is not terminated.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(c) The parties hereby agree to take no action to amend or repeal the provisions set forth in Section 4.04 of the Company Charter (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, or to adopt, amend (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) or repeal any other provision of the Company Charter which would have the effect of modifying or permitting the circumvention of the provisions set forth in Section 4.04 of the Company

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Charter, 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 Class A Common Stock entitled to vote with respect thereto.

Section 5.9. Counterparts . This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

Section 5.10. Notices . Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered by personal hand delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice shall be deemed to have been duly given, made or delivered (a) on the date received, if delivered by personal hand delivery, (b) on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00 p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other than a Business Day, on the first Business Day thereafter and (c) two (2) Business Days after being sent by air courier guaranteeing overnight delivery), at the following addresses (or at such other address as shall be specified by like notice):

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Section 5.11. Governing Law . THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

Section 5.12. Jurisdiction . ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

Section 5.13. Waiver of Jury Trial . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY STOCKHOLDER IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HERETO ACKNOWLEDGES

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THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 5.13 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.13 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 5.14. Specific Performance . It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 5.15. Subsequent Acquisition of Shares . Any equity securities of the Company acquired subsequent to the date hereof by a Stockholder shall be subject to the terms and conditions of this Agreement.

Section 5.16. Transfer Restrictions on Class B Common Stock .

(a) A holder of Class B Common Stock may only transfer shares of Class B Common Stock to another person if such holder transfers the corresponding number of Class B Common Units to such person in accordance with the provisions of the Operating Agreement.

(b) Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in Section 5.16(a) (the “ Restrictions ”) shall be null and void. If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“ Purported Owner ”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “ Restricted Shares ”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Company’s transfer agent (the “ Transfer Agent ”).

(c) Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares in violation of Section 5.16(a), the

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Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Company, including without limitation to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(d) The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by by-law or otherwise, regulations and procedures not inconsistent with the provisions of this Section 5.16 for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 5.16. Any such procedures and regulations shall be kept on file with the Secretary of the Company and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock.

(e) The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(f) Upon the transfer of any shares of Class B Common Stock to the Company by the Principal Stockholders, or their successors and assigns, such shares of Class B Common Stock shall immediately be cancelled on the books and records of the Company and shall no longer be deemed to be issued and outstanding capital stock of the Company.

Section 5.17. Effectiveness. This Agreement shall become operative and effective upon, but contingent on, the effectiveness of the Company Charter.

[ Signature pages follow ]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

[ Signature Page to Stockholders Agreement ]

[ Signature Page to Stockholders Agreement ]

[ Signature Page to Stockholders Agreement ]

[ Signature Page to Stockholders Agreement ]

[ Signature Page to Stockholders Agreement ]

[ Signature Page to Stockholders Agreement ]

Exhibit 10.2

EXECUTION COPY

EXCHANGE AGREEMENT

among

EVOLENT HEALTH, INC.

EVOLENT HEALTH LLC

and

THE CLASS B MEMBERS OF EVOLENT HEALTH LLC

Dated as of June 4, 2015

TABLE OF CONTENTS

EXCHANGE AGREEMENT

among

EVOLENT HEALTH, INC.

EVOLENT HEALTH LLC

and

THE CLASS B MEMBERS OF EVOLENT HEALTH LLC

EXCHANGE AGREEMENT, dated as of June 4, 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 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 May 4, 2015, as amended (Registration No. 333-203852);

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 share exchanges and contributions, Evolent Health, Inc. will issue Class A Shares to certain pre-merger stockholders of Evolent Health Holdings, Inc. and TPG Eagle BL, LLC, a Delaware limited liability company and an affiliate of TPG (“ TPG Eagle ”), and Class B Shares to the Class B Members in an amount equal to the number of Class B common units issued to such Class B Member, and pursuant to a series of mergers, Evolent Health Holdings, Inc. and TPG Eagle will merge with and into Evolent Health, Inc. with Evolent Health, Inc. continuing as the surviving entity and, in connection with such mergers, Evolent Health, Inc. will issue Class A Shares to the other pre-merger stockholders of Holdings;

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.

“ 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.

“ 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 the date hereof, 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 the date hereof by and 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 the date hereof by and among Evolent Health, Inc., TPG BDH, TPG Eagle, The Advisory Board, UPMC and the other parties thereto.

“ Tax Receivables Agreement ” means the tax receivables agreement, by and among Evolent Health, Inc., TPG BDH, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Shares.

“ The Advisory Board ” is defined in the recitals.

“ TPG ” is defined in the recitals.

“ TPG BDH ” means TPG Growth II BDH L.P., a Delaware limited partnership.

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“ 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 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

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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 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

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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 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;

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(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 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

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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.

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.

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(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 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.

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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.

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.

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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.

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.

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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 Agreement; 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.

[ Signature Page to Exchange Agreement ]

[ Signature Page to Exchange Agreement ]

[ Signature Page to Exchange Agreement ]

[ Signature Page to Exchange Agreement ]

Exhibit 10.3

EXECUTION COPY

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

of

EVOLENT HEALTH LLC

Dated as of June 4, 2015

THE COMMON UNITS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH COMMON UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

i

ii

iii

THIRD AMENDED AND RESTATED OPERATING AGREEMENT

of

EVOLENT HEALTH LLC

This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “ Agreement ”) of Evolent Health LLC, a Delaware limited liability company ( the “ Company ”), dated as of June 4, 2015 is adopted, executed and agreed to, for good and valuable consideration, by Evolent Health, Inc., a Delaware corporation (“ Evolent Health, Inc. ”), TPG Eagle Holdings, L.P., a Delaware limited partnership (“ TPG ”), The Advisory Board Company, a Delaware corporation (“ The Advisory Board ”), and Ptolemy Capital, LLC, a Delaware limited liability company (“ Ptolemy ”), as 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, the Company was formed as a limited liability company on September 3, 2013, pursuant to the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq .) (as amended from time to time, the “ Delaware LLC Act ”) by the filing of its Certificate of Formation (as amended, the “ Certificate ”) with the Secretary of State;

WHEREAS, Evolent Health, Inc. and the Company have entered into an underwriting agreement with the several underwriters named therein, providing for the initial public offering (the “ IPO ”) of Class A Shares (as defined below) of Evolent Health, Inc.;

WHEREAS, prior to the execution hereof, Evolent Health Holdings, Inc., a Delaware corporation (the predecessor to Evolent Health, Inc., “ Holdings ”), TPG and The Advisory Board were the sole members of the Company under the Second Amended and Restated Operating Agreement of the Company, dated as of January 6, 2014 (the “ Prior Operating Agreement ”), pursuant to which the Company has heretofore been governed;

WHEREAS, in connection with the IPO (i) the preferred units of the Company will be converted into common units of the Company, (ii) the Prior Operating Agreement will hereby be amended and restated to establish two classes of equity consisting of the Class A common units (as defined below) to be held by Evolent Health, Inc. and Class B common units (as defined below) to be initially held by TPG, The Advisory Board Company and Ptolemy (collectively, the “ Class B Members ”) in the amounts set forth opposite each Member’s name in Exhibit A hereto, (iii) the shares of preferred stock of Holdings will be converted into common stock of Holdings, (iv) pursuant to a series of share exchanges and contributions, Evolent Health, Inc. will issue Class A Shares to certain pre-merger stockholders of Holdings and an affiliate of TPG and Class B Shares to the Class B Members in an amount equal to the number of Class B common units issued to such Class B Member, and pursuant to a series of mergers, Holdings and an affiliate of TPG will merge with and into Evolent Health, Inc. with Evolent Health, Inc. continuing as the surviving entity and, in connection with such mergers, Evolent Health, Inc. will issue Class A Shares to the other pre-merger stockholders of Holdings, (v) Evolent Health, Inc., the Company, TPG, The Advisory Board and Ptolemy will enter into an Exchange Agreement (as defined below), pursuant to which TPG and The Advisory Board will be permitted to exchange Class B common units (together with the corresponding number of Class B Shares) for Class A Shares and (vi) Evolent Health, Inc. will contribute the net proceeds of the IPO to the Company in exchange for Class A common units (collectively, the “ IPO Transactions ”); and

WHEREAS, Evolent Health, Inc., TPG and The Advisory Board desire to amend and restate the Prior Operating Agreement as set forth herein to give effect to the IPO Transactions and reflect the admission of Evolent Health, Inc. as a Member and as sole managing member and the admission of Ptolemy as a Member.

NOW, THEREFORE, the Members and the Company hereby agree as follows:

ARTICLE 1

D EFINED T ERMS

Section 1.01. Definitions. As used in this Agreement, the following terms have the following meanings:

“ Adjusted Capital Account ” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Fiscal Year or period, adjusted as follows:

(a) increased by the sum of (x) any amounts which such Member is obligated or has agreed to contribute (but has not yet contributed) to the Company and (y) the amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg. §1.704-1(b)(2)(ii)(c), Treas. Reg. §1.704-2(g)(1) and Treas. Reg. §1.704-2(i)(5); and

(b) decreased by the items described in subclauses (4), (5) and (6) of Treas. Reg. §1.704-1(b)(2)(ii)(d) with respect to such Member.

“ Affiliate ” means, when used with respect to a specified Person, any Person which (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person, (b) is an officer, director, general partner, trustee or manager of such specified Person or of a Person described in clause (a), or (c) is a Relative of such specified Person or of an individual described in clause (a) or (b).

“ Agreement ” is defined in the preamble.

“ Applicable Law ” means, to the extent applicable to the Company or its activities or any Member, as applicable: (a) all U.S. federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“ Assumed Tax Liability ” means, with respect to a Member and as of any relevant determination date, an amount equal to the product of (A) the cumulative excess of the taxable income over taxable losses allocated and reasonably expected by the Managing Member to be allocated to such Member for periods from the Effective Time through such determination date, to the extent such losses may offset such income, but calculated without regard to (x) any taxable gain or loss from the sale or other disposition of all or substantially all of the assets of the Company, and (y) any tax deductions or basis adjustments of any Member arising under Section 743 of the Code, and (B) the highest combined marginal federal, state and local tax rate then applicable (including Medicare Contribution tax on net investment income) to an individual (or, if higher, to a corporation) resident in San Francisco, California (taking into account the deductibility of state and local taxes subject to the limitations in Sections 67 and 68 of the Code and adjusted to the extent necessary to calculate federal, state and local tax liability separately so as to take into account for the purposes of calculating the assumed state and local tax component of a Member’s Assumed Tax Liability the calculation under the applicable state and local tax laws of taxable income and taxable losses and the extent to which such losses may offset such income) increased, if necessary, to take into account any alternative minimum tax, where such Member is subject to alternative minimum tax rates and rules in years in which the alternative minimum tax applies (assuming, for purposes of determining whether a Member is subject to alternative minimum tax and the amount of such tax, that such Member’s only income is the taxable income allocated by this Agreement as of the relevant determination date and that such Member is an individual resident in San Francisco, California).

“ Book Value ” means, with respect to any property, such property’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any property contributed by a Member to the Company shall be the Fair Market Value of such property as reasonably determined by the Managing Member;

(b) The Book Values of all properties shall be adjusted to equal their respective Fair Market Values as determined in the Managing Member’s discretion in connection with (i) the acquisition of an interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution to the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, or (iii) the liquidation of the Company within the meaning of Treas. Reg. §1.704-1(b)(2)(ii)(g) (other than pursuant to Section 708(b)(1)(B) of the Code);

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(c) The Book Value of property distributed to a Member shall be the Fair Market Value of such property as determined by the Managing Member; and

(d) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted tax basis of such property pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. §1.704-1 (b)(2)(iv)(m) and clause (f) of the definition of Net Profits and Net Losses; provided, however, that Book Value shall not be adjusted pursuant to this clause (d) to the extent the Managing Member determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Book Value of property has been determined or adjusted pursuant to clause (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits and Net Losses and other items allocated pursuant to Article 6.

“ Business Combination Transaction ” is defined in the Evolent Charter.

“ 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.

“ Capital Account ” is defined in Section 6.01(a).

“ Capital Contribution ” means the amount of all cash capital contributions by a Member to the Company and the Fair Market Value of any property contributed by a Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code).

“ Certificate ” is defined in the recitals.

“ Class A common units ” is defined in Section 3.01(a).

“ Class A Shares ” means the class A common stock, par value $0.01 per share, of Evolent Health, Inc.

“ Class B common units ” is defined in Section 3.01(a).

“ Class B Member ” is defined in the recitals.

“ Class B Shares ” means the class B common stock, par value $0.01 per share, of Evolent Health, Inc.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ common unit ” is defined in Section 3.01(a).

“ Company ” is defined in the preamble.

“ Company Minimum Gain ” means “partnership minimum gain” as that term is defined in Treas. Reg. §1.704-2(d).

“ Consolidated Transaction ” is defined in Section 9.06(b).

“ Control ,” including the correlative terms “ Controlling ,” “ Controlled by ” and “ Under Common Control with ” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“ Delaware LLC Act ” is defined in the recitals.

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“ Depreciation ” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such taxable year, except that with respect to any property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such taxable year is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Managing Member.

“ Designating Stockholders ” is defined in Section 11.02.

“ Dispute ” is defined in Article 13.

“ Economic Risk of Loss ” has the meaning assigned to such term in Treas. Reg. §1.752-2(a).

“ Effective Time ” means immediately prior to the completion of the IPO.

“ Equity Securities ” means, as applicable, (a) any capital stock, membership interests, other share capital or securities containing any profit participation features, (b) any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (c) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (d) any share appreciation rights, phantom share rights or other similar rights, or (e) any equity securities, rights or instruments issued or issuable with respect to any of the foregoing referred to in clauses (a) through (d) above in connection with a combination, subdivision, recapitalization, merger, consolidation, conversion, share exchange or other reorganization or similar event or transaction.

“ Evolent Charter ” is defined in Section 9.06.

“ Evolent Health, Inc. ” is defined in the Preamble.

“ Exchange ” is defined in the Exchange Agreement.

“ Exchange Agreement ” means the Exchange Agreement dated as of the date hereof among Evolent Health, Inc., the Company, TPG, The Advisory Board and Ptolemy.

“ Exchange Rate ” is defined in the Exchange Agreement.

“ Fair Market Value ” means, with respect to specified property as of any date, the fair market value for such property as between a willing buyer under no compulsion to buy and a willing seller under no compulsion to sell in an arm’s-length transaction occurring on such date, taking into account all relevant factors determinative of value (including in the case of securities any restrictions on transfer applicable thereto), as is reasonably determined in good faith by the Managing Member.

“ Fiscal Year ” means, except as otherwise required by Applicable Law, for the Company’s financial reporting and federal income tax purposes, a period commencing January 1 and ending December 31 of each year, or such other period as the Managing Member may determine.

“ Holdings ” is defined in the recitals.

“ Indemnitee ” is defined in Section 11.02.

“ Initiating Party ” is defined in Article 13.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended from time to time.

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“ IPO ” is defined in the recitals.

“ Losses ” is defined in Section 11.02.

“ Majority Holders ,” at any time, means Members collectively holding a majority of the Class B common units at such time outstanding; provided , however , that if the outstanding Class B common units represent less than 50% of the aggregate Class B common units issued at the Effective Time, “ Majority Holders ” shall mean the Managing Member.

“ Managing Member ” means Evolent Health, Inc.

“ Member ” means each Person listed on Exhibit A hereto and each other Person that becomes a member of the Company as provided herein, so long as such Person continues as a member of the Company.

“ Member Nonrecourse Debt ” has the meaning assigned to the term “partner nonrecourse debt” in Treas. Reg. §1.704-2(b)(4).

“ Member Nonrecourse Debt Minimum Gain ” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treas. Reg. §1.704-2(i)(2).

“ Member Nonrecourse Deductions ” has the meaning assigned to the term “partner nonrecourse deductions” in Treas. Reg. §1.704-2(i)(1).

“ Net Profits ” and “ Net Losses ” for any Fiscal Year or other period means, respectively, an amount equal to the Company’s taxable income or loss for such taxable year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits and Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c) In the event the Book Value of any asset is adjusted pursuant to clause (b), clause (c) or clause (d) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year;

(f) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and

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(g) Any items that are allocated pursuant to Section 6.04 shall be determined by applying rules analogous to those set forth in clauses (a) through (f) hereof but shall not be taken into account in computing Net Profits and Net Losses.

“ Nonrecourse Deductions ” is defined in Treas. Reg. §1.704-2(b)(1).

“ Notice ” is defined in Section 14.07.

“ Panel ” is defined in Article 13.

“ Percentage Interest ” of each Member is set forth on Exhibit A hereto, which may be amended from time to time and which shall be equal to a fraction (expressed as a percentage), the numerator of which is the number of Class A common units and Class B common units held by such Member and the denominator of which is the number of Class A common units and Class B common units held by all the Members (it being understood that if the Company hereafter issues any Equity Securities other than Class A common units or Class B common units, then this definition shall be changed pursuant to an amendment of this Agreement in accordance with the terms hereof).

“ Permitted Transferee ” means (i) the spouse of such Member, (ii) any trust, or family partnership or family limited liability company, the sole beneficiary of which is such Member, the spouse of, or any Person related by blood or adoption to, such Member, (iii) an Affiliate of such Member, (iv) in the context of a distribution by such Member to its direct or indirect equity owners substantially in proportion to such ownership, the partners, members or stockholders of such Member, or the partners, members or stockholders of such partners, members or stockholders and (v) any Member.

“ Permitted Transferee Member ” means a Permitted Transferee that is admitted as a Member pursuant to the terms of this 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.

“ Prior Operating Agreement ” is defined in the Preamble.

“ Ptolemy ” is defined in the Preamble.

“ Registration Rights Agreement ” means the Registration Rights Agreement, by and among Evolent Health, Inc., TPG, The Advisory Board, UPMC, Ptolemy and the other parties thereto.

“ Regulatory Allocations ” is defined in Section 6.04(b).

“ Relative ” means any Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any Person sharing such Person’s household (other than a tenant or employee).

“ Responding Party ” is defined in Article 13.

“ Restricted Transaction ” is defined in Section 9.06(a).

“ Secretary of State ” means the Secretary of State of the State of Delaware.

“ Securities Act ” means the Securities Act of 1933, as amended.

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“ Share Exchange ” means a share exchange involving more than 50% of the shares of common stock of Evolent Health, Inc. Share exchanges effected in accordance with the Exchange Agreement shall not constitute a “Share Exchange” for purposes of this Agreement.

“ Stockholders Agreement ” means the Stockholders Agreement dated as of the date hereof among Evolent Health, Inc., The Advisory Board, TPG and UPMC.

“ Subsidiary ” means (a) any corporation, limited liability company or other entity, a majority of the capital stock or other equity interests of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the Company or (b) a partnership in which the Company or any direct or indirect Subsidiary is a general partner.

“ Subsidiary Partnership ” means an entity which is a partnership for U.S. federal income tax purposes and which is Controlled by the Company.

“ Tax Distributions ” is defined in Section 5.02(a).

“ Tax Matters Member ” is defined in Section 12.05(a).

“ Tax Receivables Agreement ” means the tax receivables agreement dated as of the date hereof, by and among Evolent Health, Inc., TPG BDH, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Shares.

“ The Advisory Board ” is defined in the Preamble.

“ TPG ” is defined in the Preamble.

“ TPG BDH ” means TPG Growth II BDH, L.P., a Delaware limited partnership.

“ Transfer ” is defined in Section 9.01.

“ Transaction Documents ” means, collectively, this Agreement, the Exchange Agreement, the Registration Rights Agreement and the Tax Receivables Agreement.

“ Treasury Regulations ” or “ Treas. Reg. ” means the Federal income tax regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

“ 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, Exhibits and Annexes are to Articles, Sections, Exhibits and Annexes 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. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

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ARTICLE 2

O RGANIZATION

Section 2.01. Formation; Amendment and Restatement. The Company was formed as a Delaware limited liability company under and pursuant to the Delaware LLC Act. The Members agree to continue the Company as a limited liability company under the Delaware LLC Act, upon the terms and subject to the conditions set forth in this Agreement. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware LLC Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware LLC Act, control.

Section 2.02. Company Name. The name of the Company is Evolent Health LLC. The business of the Company may be conducted under that name or such other names as the Managing Member may from time to time designate; provided , however , that the Company complies with Applicable Law relating to name changes and the use of fictitious and assumed names.

Section 2.03. Purposes of the Company. The purposes of the Company are to carry on any lawful business or activity and to have and exercise all of the powers, rights and privileges which a limited liability company organized pursuant to the Delaware LLC Act may have and exercise. The Company shall not conduct any business which is forbidden by or contrary to Applicable Law.

Section 2.04. Principal Place of Business. The principal place of business of the Company shall be 800 N. Glebe Road, Suite 500, Arlington, Virginia, 22203 or such other place as the Managing Member may designate from time to time. The Company may establish or abandon from time to time such additional offices and places of business as the Managing Member may deem appropriate in the conduct of the Company’s business.

Section 2.05. Registered Office and Agent. The name of the registered agent for service of process of the Company and the address of 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, or such other agent or office in the State of Delaware as the Managing Member or the officers may from time to time determine.

Section 2.06. Qualification in Other Jurisdictions. The Managing Member or a duly authorized officer of the Company shall execute, deliver and file certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the jurisdictions in which the Company may wish to conduct business. In those jurisdictions in which the Company may wish to conduct business in which qualification or registration under assumed or fictitious names is required or desirable, the Managing Member or a duly authorized officer of the Company shall cause the Company to be so qualified or registered in compliance with Applicable Law.

Section 2.07. Term. The term of the Company shall continue indefinitely unless the Company is dissolved in accordance with the provisions of this Agreement and the Delaware LLC Act.

Section 2.08. No State-law Partnership. The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member or officer shall be a partner or joint venturer of any other Member or officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.08, and this Agreement shall not be construed to the contrary. The Members intend that the Company be treated as a partnership for U.S. federal income tax purposes and under state tax laws, and the Company shall not elect to be treated as an association taxable as a corporation.

ARTICLE 3

C APITALIZATION

Section 3.01. Common Units; Capitalization .

(a) Common Units; Capitalization . Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability

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company interest (each, a “ common unit ”). The Company shall have two authorized classes of common units designated “ Class A common units ” and “ Class B common units .” The total number of authorized common units consists of an unlimited number of authorized Class A common units and 100,000,000 Class B common units. The ownership by a Member of common units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5 and Article 6, respectively.

(b) Issuances of Class A Common Units to Managing Member . At the Effective Time, the preferred units of the Company will be converted into common units of the Company, and the Company shall convert such common units and the previously outstanding common units of Evolent Health, Inc. issued pursuant to the Prior Operating Agreement into the number of Class A common units set forth opposite its name under the column “Class A Common Units” on Exhibit A. Immediately following the IPO, the Managing Member shall hold all Class A common units and additional Class A common units may only be issued to the Managing Member in accordance with the terms and conditions of this Agreement. After the Effective Time, for each Class A common unit the Company issues to the Managing Member, Evolent Health, Inc. shall issue a number of Class A Shares based on the Exchange Rate then in effect.

(c) Issuances of Class B Common Units . At the Effective Time, the preferred units of the Company will be converted into common units of the Company, and the Company shall convert such common units of the Class B Members issued pursuant to the Prior Operating Agreement into the number of Class B common units set forth opposite such Member’s name under the column “Class B Common Units” on Exhibit A. After the Effective Time, for each Class B common unit the Company issues to a Member, Evolent Health, Inc. shall issue one Class B Share to such Member.

(d) Members . The Managing Member and the Persons listed on Exhibit A are the sole Members of the Company as of the date hereof. Exhibit A may be amended by the Company from time to time in accordance with Section 4.01, but may not be amended to reduce the economic rights of a Member, unless solely to reflect a transfer or exchange of the units of such Member.

(e) Certificates; Legends . Common units shall be issued in uncertificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Class B common units representing in the aggregate the Class B common units held by such Member. If any certificate representing Class B common units is issued, then such certificate shall bear a legend substantially in the following form:

THIS CERTIFICATE EVIDENCES CLASS B COMMON UNITS REPRESENTING A MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE 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. THE MEMBERSHIP INTEREST IN EVOLENT HEALTH LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF EVOLENT HEALTH LLC, DATED AS OF JUNE 4, 2015, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Section 3.02. Authorization and Issuance of Additional Common Units .

(a) The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional common units (of Class A common units, Class B common units or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 14.08. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 14.08.

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(b) At any time Evolent Health, Inc. issues one or more Class A Shares (other than an issuance of the type covered by Section 3.02(d) or an issuance to a holder of Class B common units in exchange for a Class B common unit and a share of our Class B Shares pursuant to the Exchange Agreement), Evolent Health, Inc. shall promptly contribute to the Company all the net proceeds (if any) received by Evolent Health, Inc. with respect to such Class A Share or Class A Shares. Upon the contribution by Evolent Health, Inc. to the Company of all of such net proceeds so received by Evolent Health, Inc., the Managing Member shall cause the Company to issue a number of Class A common units determined based upon the Exchange Rate then in effect, registered in the name of Evolent Health, Inc.

(c) At any time Evolent Health, Inc. issues Class A Shares to a holder of Class B common units in exchange for a Class B common unit and one Class B Share pursuant to the Exchange Agreement, the Company shall cancel such Class B common unit pursuant to Section 2.01(b)(iv) of the Exchange Agreement. Upon the cancellation by the Company of the Class B common unit so received by Evolent Health, Inc., the Managing Member shall cause the Company to issue a number of Class A common units determined based upon the Exchange Rate then in effect, registered in the name of Evolent Health, Inc.

(d) At any time Evolent Health, Inc. issues one or more shares of capital stock of Evolent Health, Inc. (other than Class A Shares or Class B Shares), Evolent Health, Inc. shall contribute all (but not less than all) the net proceeds (if any) received by Evolent Health, Inc. with respect to such share or shares of capital stock to the Company. After Evolent Health, Inc. contributes to the Company all (but not less than all) such net proceeds so received by Evolent Health Inc., then, subject to the provisions of Section 3.02(a) and Section 14.08, the Managing Member shall cause the Company to issue a corresponding number of common units or other Equity Securities of the Company (other than Class A common units or Class B common units) (such corresponding number of common units to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of such capital stock) registered in the name of Evolent Health, Inc. For the avoidance of doubt, such common units or other Equity Securities will have the same economic rights as such capital stock of Evolent Health, Inc.

(e) At any time Evolent Health, Inc. issues one or more Class A Shares in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue a corresponding number of Class A common units, registered in the name of Evolent Health, Inc. (determined based upon the Exchange Rate then in effect); provided that Evolent Health, Inc. shall be required to contribute all (but not less than all) the net proceeds (if any) received by Evolent Health, Inc. from or otherwise in connection with such issuance of one or more Class A Shares, including the exercise price of any option exercised, to the Company. If any such Class A Shares so issued by Evolent Health, Inc. in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A common units that are issued by the Company to Evolent Health, Inc. in connection therewith in accordance with the preceding provisions of this Section 3.02(d) shall be subject to vesting or forfeiture on the same basis; if any of such Class A Shares vest or are forfeited, then a corresponding number of the Class A common units (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 3.02(d) shall automatically vest or be forfeited. Any cash or property held by either Evolent Health, Inc. or the Company or on either’s behalf in respect of dividends paid on restricted Class A Shares that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Shares.

(f) For purposes of this Section 3.02, “net proceeds” means gross proceeds to Evolent Health, Inc. from the issuance of Class A Shares or other securities less all reasonable bona fide out-of-pocket fees and expenses of Evolent Health, Inc., the Company and their respective Subsidiaries actually incurred in connection with such issuance.

Section 3.03. Repurchase or Redemption of Class A Shares. If, at any time, any Class A Shares are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by Evolent Health, Inc. for cash, then the Managing Member shall cause the Company, immediately prior to such repurchase or redemption of Class A Shares, to redeem a corresponding number of Class A common units held by

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Evolent Health, Inc. (determined based upon the Exchange Rate then in effect), at an aggregate redemption price equal to the aggregate purchase or redemption price of the Class A Share or Class A Shares being repurchased or redeemed by Evolent Health, Inc. (plus any reasonable expenses related thereto) and upon such other terms as are the same for the Class A Share or Class A Shares being repurchased or redeemed by Evolent Health, Inc.

Section 3.04. Repurchase or Redemption of Class B Shares . Class B Shares shall not be repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) other than pursuant to the Exchange Agreement.

Section 3.05. Repurchase or Redemption of Other Capital Stock. If, at any time, any shares of capital stock of Evolent Health, Inc. (other than Class A Shares or Class B Shares) are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by Evolent Health, Inc. for cash, then the Managing Member shall cause the Company, immediately prior to such repurchase or redemption of such shares, to redeem a corresponding number of common units or other Equity Securities described in Section 3.02(c) held by Evolent Health, Inc., at an aggregate redemption price equal to the aggregate purchase or redemption price of such capital stock being repurchased or redeemed by Evolent Health, Inc. (plus any reasonable expenses related thereto), and upon such other terms as are the same for such capital stock being repurchased or redeemed by Evolent Health, Inc.

Section 3.06. Changes in Common Stock. Any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Class A Shares, Class B Shares or other capital stock of Evolent Health, Inc. shall be accompanied by an identical subdivision or combination, as applicable, of the Class A common units, Class B common units or other Equity Securities, as applicable.

ARTICLE 4

M EMBERS

Section 4.01. Names and Addresses. The names and addresses of the Members are set forth on Exhibit A attached hereto and made a part hereof. The Managing Member shall cause Exhibit A to be amended from time to time to reflect the admission of any additional Member, the withdrawal or termination of any Member, receipt by the Company of notice of any change of address of a Member or the occurrence of any other event requiring amendment of Exhibit A, including a change in the number of common units held by any Member.

Section 4.02. No Liability for Status as Member. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no Member shall have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware LLC Act or under Applicable Law. Except as otherwise expressly provided in the Delaware LLC Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member. It is acknowledged and agreed that no Member is obligated to pay or make any future Capital Contribution to the Company.

Section 4.03. Disclaimer of Certain Duties .

(a) Certain Business Activities .

(i) Subject to Section 4.03(b) and any contractual obligations by which the Company or any or all of the Members may be bound from time to time, none of the Members 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

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extent permitted by law none of the Members 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 Affiliates stockholders or members, for breach of any fiduciary duty, solely by reason of any such activities of any Member or its Affiliates, or of the participation therein by any officer or director of any Member or its Affiliates.

(ii) To the fullest extent permitted by law, but subject to any contractual obligations by which the Company or any or all of the Members may be bound from time to time, none of the Members 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 4.03(b), none of the Members 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. Any member of the board of Evolent Health, Inc. nominated by a Member pursuant to the Stockholders Agreement may consider both the interests of such Member and such Member’s obligations hereunder in exercising such board member’s powers, rights and duties hereunder and as a director of the Managing Member.

(b) Corporate Opportunities . Subject to any contractual provisions by which the Company or any or all of the Members or their respective Affiliates may be bound from time to time, in the event that any Member 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 Member (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 Members 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 Members 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 Member 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 constituted an opportunity that should have been presented to the Company or any of its Affiliates.

Section 4.04. Transactions Between Members and the Company. Except as otherwise provided by Applicable Law, a Member may, but shall not be obligated to, lend money to the Company, act as a surety or guarantor for the Company, or transact other business with the Company, and has the same rights and obligations when transacting business with the Company as a person or entity who is not a Member, provided such transactions shall be entered into on terms and conditions customary in arm’s-length transactions between unrelated parties.

Section 4.05. Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Agreement may be considered at a meeting of such Members held not less than ten days after notification thereof shall have been given by the Managing Member to all Members. Such notification may be given by the Managing Member, in its discretion, at any time. Any such notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, it shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B common units shall not be entitled, with respect to such Class B common units, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 14.08.

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Section 4.06. Action by Members Without Meeting. Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected at a meeting of the Members or by consent in writing or by electronic transmission of the Managing Member, with the same effect as if taken at a meeting of the Members.

Section 4.07. Limited Rights of Members. Other than as provided in this Article 4 and Article 10 (and Article 7 in the case of the Managing Member), no Member, in such Person’s capacity as a Member, shall have the power or authority to act for or on behalf of, or to bind, the Company, or to vote at any meeting of the Members.

ARTICLE 5

D ISTRIBUTIONS

Section 5.01. Distributions. To the extent permitted by Applicable Law and hereunder, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided , however , that the Managing Member shall have the obligation to make distributions as set forth in Sections 5.02 and 10.01; and provided further that, notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 5.01, the Managing Member shall give notice to each Member of the record date, the amount and the terms of the distribution and the payment date thereof. In furtherance of the foregoing, the Managing Member shall, to the extent permitted by Applicable Law and hereunder, have the right in its sole discretion to make distributions to the Members pursuant to this Section 5.01 in such amounts as shall enable Evolent Health, Inc. to meet its obligations pursuant to the Tax Receivables Agreement.

Section 5.02. Distributions for Payment of Income Tax .

(a) On or about each date that is ten (10) Business Days prior to the date on which estimated U.S. federal income tax payments are required to be made by calendar year corporate taxpayers (without regard to extensions), the Company shall make a ratable distribution among the Members, in accordance with their respective Percentage Interests, of an aggregate amount in cash sufficient to allow each Member to pay its Assumed Tax Liability, if any, reduced by the aggregate amount previously distributed for the payment of income tax under this Article 5 (the “ Tax Distributions ”).

(b) A final accounting for Tax Distributions shall be made for each taxable year after the taxable income or loss of the Company has been determined for such taxable year, and each Member’s Assumed Tax Liability will be recalculated to reflect such final accounting. To the extent that any Member’s recalculated Assumed Tax Liability exceeds the aggregate amounts previously distributed to such Member pursuant to Section 5.02(a), the Company shall promptly thereafter make a supplemental distribution of cash to the Members pursuant to Section 5.02(a) until the aggregate amounts distributed to such Member pursuant to Section 5.02(a) is equal to the recalculated Assumed Tax Liability.

(c) If there are not sufficient funds on hand to distribute the full amount otherwise required to be distributed pursuant to this Section 5.02, such distribution shall be made to the extent of the available funds ratably among the Members in proportion to each Member’s respective Percentage Interest and the Company shall make future distributions as soon as funds become available to pay the remaining portion of such distribution ratably among the Members in accordance with their respective Percentage Interests.

(d) In the event of any audit adjustment by a taxing authority that affects the calculation of the Company’s taxable income or taxable loss for a given period or portion thereof after the Effective Time, or in the event the Company files an amended return which has such effect, each Member’s Assumed Tax Liability shall be recalculated by giving effect to such audit adjustment or changes reflected in such amended return, as applicable

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(and by including therein an additional amount that, when distributed to the Members pursuant to the following sentence, is estimated to be sufficient to cover any interest or penalties). To the extent that any Member’s recalculated Assumed Tax Liability exceeds the aggregate amounts previously distributed to such Member pursuant to Section 5.02, the Company shall make additional Tax Distributions ratably among the Members in accordance with their respective Percentage Interests.

Section 5.03. Limitations on Distributions. Notwithstanding anything to the contrary contained in this Agreement, distributions to Members shall be subject to the restrictions contained in §18-607 of the Delaware LLC Act.

Section 5.04. Withholding.

(a) Authority to Withhold; Treatment of Withheld Amounts . Each Member hereby authorizes the Company and the Managing Member on behalf of the Company to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company (pursuant to any provision of United States federal, state or local or foreign law) with respect to such Member or as a result of such Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or other tax is paid, which payment shall be deemed to be a distribution with respect to such Member’s common units in the Company.

(b) Indemnification . Each Member shall, to the fullest extent permitted by Applicable Law, severally and not jointly indemnify and hold harmless the Managing Member and each other Person (other than the Company) who is or who is deemed to be the responsible withholding agent for United States federal, state or local or foreign income tax purposes against all claims, liabilities and expenses of whatever nature (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result from such Managing Member’s or such other Person’s gross negligence, willful misconduct or fraud) relating to the Company’s, the Managing Member’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company or any of its Affiliates with respect to such Member or as a result of such Member’s participation in the Company.

(c) Refunds . In the event that the Company receives a refund of taxes previously withheld, the economic benefit of such refund shall be apportioned among the Members in a manner reasonably determined by the Managing Member to offset the prior operation of this Section 5.04 in respect of such withheld taxes.

ARTICLE 6

A LLOCATIONS AND T AX M ATTERS

Section 6.01. Capital Accounts and Adjusted Capital Accounts .

(a) Establishment of Capital Accounts . There shall be established and maintained for each Member on the books of the Company a capital account (a “ Capital Account ”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Section 752 of the Code) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Section 752 of the Code), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s common units, the Capital Account of the transferor that is attributable to the transferred common units shall carryover to the Permitted Transferee Member in accordance with the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(1). A Member that has more than one class of common units shall have a single Capital Account that reflects all such common units.

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(b) Negative Balances; Interest . None of the Members shall have any obligation to the Company or to any other Member to restore any negative balance in its Capital Account. No interest shall be paid by the Company on any Capital Contributions.

(c) No Withdrawal . No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any distribution from the Company, except as expressly provided herein.

Section 6.02. Additional Capital Contributions. Subject to Section 3.02, no Member shall be required to make any additional Capital Contributions to the Company or lend any funds to the Company, although any Member may agree with the Managing Member and become obligated to do so.

Section 6.03. Allocations of Net Profits and Net Losses. Subject to Section 6.04, Net Profits or Net Losses for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests.

Section 6.04. Special Allocations .

(a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:

(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.

(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).

(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided , however , that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.

(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.

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(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

(b) Curative Allocation . The allocations set forth in Section 6.04(a) (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.04(b). Therefore, notwithstanding any other provision of this Article 6 (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement. In exercising its discretion under this Section 6.04(b), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

(c) Notwithstanding any other provisions of this Section 6.04, if, following the application of Sections 6.04(a) and 6.04(b), the Managing Member determines in its sole discretion that the allocation provisions in Sections 6.04(a) and 6.04(b) do not reflect the economic arrangements among the Members, then Net Profits and Net Losses shall, following the application of Sections 6.04(a) and 6.04(b), be allocated in the sole discretion of the Managing Member in a manner that the Managing Member concludes reflects the economic arrangements of the Members.

Section 6.05. Allocation for Income Tax Purposes .

(a) Except as provided in Section 6.05(b), 6.05(c) and 6.05(d), each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 6.03 and 6.04.

(b) The Members recognize that there may be a difference between the Book Value of a Company asset and the asset’s adjusted tax basis at the time of the property’s contribution or revaluation pursuant to this Agreement. In such a case, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the Book Values and the adjusted tax basis with respect to such properties in accordance with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections using the “traditional method” set forth in Treas. Reg. §1.704-3(b); provided , however , that any tax items not required to be allocated under Section 704(b) or 704(c) of the Code shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Sections 6.03 and 6.04. Items allocated under this Section 6.05(b) shall neither be credited nor charged to the Members’ Capital Accounts.

(c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by Sections 734 and 743 of the Code.

(d) If any deductions for depreciation, cost recovery or depletion are recaptured as ordinary income upon the sale or other disposition of Company properties, the ordinary income character of the gain from such sale or disposition shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary income character were allocated.

Section 6.06. Other Allocation Rules . All items of income, gain, loss, deduction and credit allocable to common units that have been transferred shall be allocated between the transferor and the transferee based on an interim closing of the Company’s books (as though the Company’s taxable year had ended).

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Section 6.07. Regulatory Compliance . The foregoing provisions are intended to comply with Treas. Reg. § 1.704-1(b), and shall be interpreted and applied as provided in such Treasury Regulations. If the Managing Member shall determine that the manner in which the Capital Accounts or Adjusted Capital Accounts, or any increases or decreases thereto, are computed, or the manner in which any allocations are made under Sections 6.03 and 6.04, should be adjusted in order to comply with Sections 704(b) and 704(c) of the Code and Treasury Regulations thereunder, the Managing Member shall make such modifications, provided that the Managing Member shall not modify the manner of making distributions pursuant to this Agreement.

Section 6.08. Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the business of the Company, and (b) in the sole discretion of the Managing Member, reimburse the Managing Member for any out-of-pocket costs, fees and expenses incurred by it in connection therewith. To the extent that the Managing Member reasonably determines in good faith that its expenses are related to the business conducted by the Company and/or its subsidiaries (including any good faith allocation of a portion of expenses that so relate to the business of the Company and/or its subsidiaries and that also relate to other businesses or activities of the Managing Member), then the Managing Member may cause the Company to pay or bear all such expenses of the Managing Member, including, costs of securities offerings not borne directly by Members, compensation and meeting costs of its board of directors, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs and franchise taxes (which are not based on, or measured by, income); provided that the Company shall not pay or bear any income tax obligations of the Managing Member; provided further that the payment of Tax Distributions to the Managing Member shall not be prevented by the foregoing. Payments under this Section 6.08 are intended to constitute reasonable compensation for past or present services and are not “distributions” within the meaning of §18-607 of the Delaware LLC Act.

ARTICLE 7

M ANAGEMENT AND C ONTROL OF B USINESS

Section 7.01. Management. (a) The Members shall possess all rights and powers as provided in the Delaware LLC Act and otherwise by Applicable Law. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Managing Member of all such powers and rights conferred on them by the Delaware LLC Act with respect to the management and control of the Company.

(b) Other than with respect to the actions described in Section 10.01(a), the Managing Member shall have the power and authority to delegate to one or more other Persons the Managing Member’s rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of a Member or the Company (including any officers thereof), and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. The Managing Member may authorize any Person (including any Member or officer of the Company) to enter into and perform any document on behalf of the Company.

(c) The Managing Member shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Section 7.02. Certain Covenants . The Managing Member shall not, without the prior written consent of the Majority Holders, cause the merger of the Company with or into Evolent Health, Inc. or any other Subsidiary thereof. In the event of any such merger, the relative economic rights of each class of common units immediately prior to such merger shall be preserved to the greatest extent practicable with respect to distributions made to Members in connection with such merger, taking into consideration legal constraints that may adversely affect one or more parties to such merger and subject to compliance with Applicable Law.

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Section 7.03. Investment Company Act. The Managing Member shall use reasonable best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

ARTICLE 8

O FFICERS

Section 8.01. Officers. The officers of the Company shall be a Chief Executive Officer, a Treasurer and a Secretary, and unless determined otherwise by the Managing Member or the Chief Executive Officer, each other officer of Evolent Health, Inc. shall also be an officer of the Company, with the same title. All officers shall be appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer). Two or more offices may be held by the same individual. The officers of the Company may be removed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) at any time for any reason or no reason.

Section 8.02. Other Officers and Agents. The Managing Member may appoint such other officers and agents as it may deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member.

Section 8.03. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company and shall have the general powers and duties of supervision and management usually vested in the office of a chief executive officer of a company. He or she shall preside at all meetings of Members if present thereat. Except as the Managing Member shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages and other contracts on behalf of the Company.

Section 8.04. Treasurer. The Treasurer shall have the custody of Company funds and securities and shall keep full and accurate account of receipts and disbursements in a book belonging to the Company. He or she shall deposit all moneys and other valuables in the name and to the credit of the Company in such depositaries as may be designated by the Managing Member or the Chief Executive Officer. The Treasurer shall disburse the funds of the Company as may be ordered by the Managing Member or the Chief Executive Officer, taking proper vouchers for such disbursements. He or she shall render to the Managing Member and the Chief Executive Officer whenever either of them may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Company. If required by the Managing Member, the Treasurer shall give the Company a bond for the faithful discharge of his or her duties in such amount and with such surety as the Managing Member shall prescribe.

Section 8.05. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Members and all other notices required by Applicable Law or by this Agreement, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the Managing Member. He or she shall record all the proceedings of the meetings of the Company in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Managing Member or by the Chief Executive Officer.

Section 8.06. Other Officers. Other officers, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Managing Member or by the Chief Executive Officer.

ARTICLE 9

T RANSFERS OF I NTERESTS ; A DMITTANCE OF N EW M EMBERS

Section 9.01. Transfer of Common Units. Other than as provided for below in this Section 9.01 or in Section 9.02, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein collectively called a “ Transfer ”) all or any portion of its common units except with the approval of a majority of the board of directors of the Managing Member (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), which may be granted or withheld in its sole discretion. Without the approval of a majority of the board of directors

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of the Managing Member (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) (but otherwise in compliance with Sections 9.01 and 9.02), a Member may, at any time, (a) Transfer any portion of such Member’s common units pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s common units to a Permitted Transferee of such Member. Any Transfer of Class B common units to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee. Any purported Transfer of all or a portion of a Member’s common units not complying with this Section 9.01 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member. A Person acquiring a Member’s common units pursuant to this Section 9.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 9.03, but such Person shall, to the extent of the common units transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 6.01(a). Notwithstanding anything in this Section 9.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its common units after the designation of a record date and declaration of a distribution pursuant to Section 5.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its common units) shall be entitled to receive such distribution in respect of such transferred common units.

Section 9.02. Transfer of Evolent Health, Inc.’s Interest. Evolent Health, Inc. may not Transfer all or any portion of its common units held in the form of Class A common units at any time, except to the Company as provided herein.

Section 9.03. Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s common units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such common units shall be admitted to the Company as a substituted or additional Member hereunder, unless:

(i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with;

(ii) in the case of a proposed substituted or additional Member (other than a Permitted Transferee described in clauses (i) through (v) of the definition thereof) that is (i) a competitor or potential competitor of Evolent Health, Inc. or the Company or their Subsidiaries, (ii) a Person with whom Evolent Health, Inc. or the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject Evolent Health, Inc. or the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member;

(iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer;

(iv) the provisions of Section 9.03(b) shall have been complied with;

(v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act;

(vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations;

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(vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and

(viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members.

(b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the common units acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission.

(c) As a further condition to any Transfer of all or any part of a Member’s common units, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Section 9.04. Expense of Transfer; Indemnification. All reasonable costs and expenses incurred by the Managing Member and the Company in connection with any Transfer of a Member’s common units, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member. In addition, the transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.

Section 9.05. Exchange Agreement. In connection with any Transfer of any portion of a Member’s common units pursuant to the Exchange Agreement, the Managing Member shall cause the Company to take any action as may be required under the Exchange Agreement or requested by any party thereto to effect such Transfer promptly.

Section 9.06. Restrictions on Business Combination Transactions.

(a) The Company shall not be a party to (i) a transaction of any kind that would result in any Class A common units being held by any Person other than the Managing Member or (ii) any reorganization, Share Exchange, consolidation, conversion or merger or any other transaction having an effect on members substantially similar to that resulting from a reorganization, Share Exchange, consolidation, conversion or merger (each in this clause (ii), a “ Restricted Transaction ”) without the approval of a majority of the board of directors of the Managing Member (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).

(b) The Company shall not be a party to any Restricted Transaction that includes or is in conjunction with a transaction involving the disposition, exchange or conversion of Class A Shares for consideration (collectively, a “ Consolidated Transaction ”) unless (i) each holder of Class A Shares and Class B Shares (together with the corresponding number of Class B common units) is allowed to participate pro rata in such Consolidated Transaction (as if the Class B Shares (together with the corresponding number of Class B common units) were exchanged

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immediately prior to such Consolidated Transaction for Class A Shares pursuant to the Exchange Agreement); and (ii) the gross proceeds payable in respect of each Class B common unit equals the gross proceeds that would be payable in such Consolidated Transaction in respect of the Class A Share(s) for which such Class B common unit was exchanged immediately prior to such Consolidated Transaction pursuant to the Exchange Agreement.

(c) Nothing in this Section 9.06 shall be deemed to modify any of the rights of The Advisory Board, TPG or UPMC set forth in the Tax Receivables Agreement.

ARTICLE 10

DISSOLUTION AND TERMINATION

Section 10.01. Dissolution .

(a) The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(i) an election by the Managing Member, subject to the consent of the Majority Holders, to dissolve, wind up or liquidate the Company;

(ii) the sale, disposition or transfer of all or substantially all of the assets of the Company;

(iii) the entry of a decree of dissolution of the Company under §18-802 of the Delaware LLC Act; or

(iv) at any time there are no members of the Company, unless the Company is continued in accordance with the Delaware LLC Act.

(b) In the event of a dissolution pursuant to Section 10.01(a), the relative economic rights of each class of common units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 10.01(f) in connection with such dissolution, taking into consideration legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with Applicable Laws.

(c) Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company will not terminate until the assets of the Company have been distributed as provided in this Section 10.01 and any filings required by the Delaware LLC Act have been made.

(d) Upon dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 10.01. The Managing Member or a Person selected by the Managing Member to act as liquidating trustee, shall wind up the affairs of the Company pursuant to this Agreement. The Managing Member or liquidating trustee, as applicable, is authorized, subject to the Delaware LLC Act, to sell, exchange or otherwise dispose of the assets of the Company, or to distribute Company assets in kind, as the Managing Member or liquidating trustee shall determine to be in the best interests of the Members. The reasonable out-of-pocket expenses incurred by the Managing Member or liquidating trustee in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Managing Member or liquidating trustee incurred in accordance with the terms of this Agreement, and reasonable compensation for the services of the liquidating trustee shall be borne by the Company. Except as otherwise required by law and except in connection with any gross negligence or willful misconduct of the Managing Member or liquidating trustee, the Managing Member or liquidating trustee shall not be liable to any Member or the Company for any loss attributable to any act or omission of the Managing Member or liquidating trustee taken in good faith in connection with the winding up of the Company and the distribution of Company assets. The Managing Member or liquidating trustee may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act in accordance with the advice or opinion of such counsel or accountants, provided that the Managing Member or liquidating trustee shall have used reasonable care in selecting such counsel or accountants.

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(e) Upon dissolution of the Company, the expenses of liquidation (including compensation for the services of the liquidating trustee and legal and accounting fees and expenses) and the Company’s liabilities and obligations to creditors shall be paid, or reasonable provisions shall be made for payment thereof, in accordance with Applicable Law, from cash on hand or from the liquidation of Company properties.

(f) A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Section 10.01 to minimize any losses otherwise attendant upon such winding up. Notwithstanding the generality of the foregoing, within 180 calendar days after the effective date of dissolution of the Company, the assets of the Company shall be distributed in the following manner and order: (i) all debts and obligations of the Company, if any, shall first be paid, discharged or provided for by adequate reserves; and (ii) the balance shall be distributed to the Members in accordance with Section 5.01.

(g) The Managing Member or liquidating trustee shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood and agreed that any such return shall be made solely from Company assets).

Section 10.02. Termination. The Company shall terminate when all of the assets of the Company, after payment or reasonable provision for the payment of all debts, liabilities and obligations of the Company, shall have been distributed in the manner provided for in this Article 10 and the Certificate shall have been canceled in the manner required by the Delaware LLC Act.

ARTICLE 11

E XCULPATION AND I NDEMNIFICATION

Section 11.01. Exculpation . To the fullest extent permitted by Applicable Law, and except as otherwise expressly provided herein, no Indemnitee shall be liable to the Company or any other Indemnitee for any Losses, which at any time may be imposed on, incurred by, or asserted against, the Company or any other Indemnitee as a result of or arising out of the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct.

Section 11.02. Indemnification. To the fullest extent permitted by Applicable Law, each of (a) the Members, the Managing Member and their respective Affiliates, (b) the stockholders, members, managers, directors, officers, partners, employees and agents of the Members and the Managing Member and their respective Affiliates, and (c) the officers of the Company (each, an “ Indemnitee ”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “ Losses ”), which at any time may be imposed on, incurred by, or asserted against, the Indemnitee as a result of or arising out of this Agreement, the Company, its assets, business or affairs or the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed to be conferred on such Indemnitee; provided , however , that the Indemnitee shall not be entitled to indemnification for any Losses to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere , or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner specified in clause (i), (ii) or (iii) above. Any indemnification pursuant to this Article 11 shall be made only out of the assets of the Company and no Member shall have any personal liability on account thereof. The Company hereby acknowledges that one or more Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by certain entities who hold an interest in the Company or the Managing Member and have designated certain directors to serve on the board of Evolent Health, Inc. (“ Designating Stockholders ”). The Company hereby

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agrees, unless Evolent Health, Inc. is the indemnitor of first resort, in which case, the Company shall be indemnitor of second resort, (i) that the Company 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 the Company 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 this agreement or any other agreement between the Company and the Indemnitee, without regard to any rights an Indemnitee may have against the Designating Stockholders or their insurers, and (iii) that the Company 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 11.03. Expenses. Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 11.02 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as provided in this Article 11; 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.

Section 11.04. Non-Exclusivity. The indemnification and advancement of expenses set forth in this Article 11 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Delaware LLC Act, this Agreement, any other agreement, a policy of insurance or otherwise. The indemnification and advancement of expenses set forth in this Article 11 shall continue as to an Indemnitee who has ceased to be a named Indemnitee and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of such a Person.

Section 11.05. Insurance. The Company may purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against them and incurred by them in such capacity, or arising out of their status as Indemnitees, whether or not the Company would have the power to indemnify them against such liability under this Article 11.

ARTICLE 12

A CCOUNTING AND R ECORDS ; T AX M ATTERS

Section 12.01. Accounting and Records. The books and records of the Company shall be made and maintained, and the financial position and the results of its operations recorded, at the expense of the Company, in accordance with such method of accounting as is determined by the Managing Member. The books and records of the Company shall reflect all Company transactions and shall be made and maintained in a manner that is appropriate and adequate for the Company’s business.

Section 12.02. Tax Returns. The Company shall prepare and timely file all U.S. federal, state and local and foreign tax returns required to be filed by the Company. Unless otherwise agreed by the Managing Member, any income tax return of the Company shall be prepared by an independent public accounting firm of recognized national standing selected by the Managing Member. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. Unless otherwise extended by the Members, the Company shall deliver to each Member within 45 days after the end of the applicable Fiscal Year a Schedule K-1 together with such additional information as may be reasonably required or requested by the Members in order to file their U.S. federal income tax, state tax, and local tax returns reflecting the Company’s operations and the operations of any of its Subsidiaries. In the event of an extension, (i) the Board shall nevertheless use reasonable best efforts to provide each Member within 90 days after the end of the applicable Fiscal Year a Schedule K-1 together with such additional information as may be reasonably required or requested by the Members in order to file their U.S. federal income tax, state tax, and local tax returns reflecting the Company’s operations and the operations of any of its Subsidiaries and (ii) 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 for a Fiscal Year, together with an estimate of the state apportionment of such income, within 45 days after the end of the applicable Fiscal Year. The Company shall bear the costs of the preparation and filing of its tax returns.

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Section 12.03. Tax Partnership. Neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law or to be classified as other than a partnership pursuant to Treas. Reg. §301.7701-3.

Section 12.04. Tax Elections . The Managing Member shall, on behalf of the Company, make or cause to be made the following elections on the appropriate forms or tax returns:

(a) to adopt the calendar year as the Company’s taxable year or Fiscal Year, if permitted under the Code;

(b) to adopt the accrual method of accounting and to keep the Company’s books and records on the U.S. federal income tax method;

(c) to elect to amortize the organizational expenses of the Company as permitted by Section 709(b) of the Code;

(d) as required by the Tax Receivables Agreement, to make and maintain an election under Section 754 of the Code with respect to the Company (and to cause each entity in which the Company has directly or indirectly invested to make and maintain such an election under Section 754 of the Code), which elections shall be in effect for each Fiscal Year or portions thereof in which (i) the Company or any such investee entity is a partnership for U.S. federal income tax purposes and (ii) any Member Transfers Class B common units pursuant to the Exchange Agreement; provided , however , that an additional election under Section 754 of the Code shall be timely made in the event of a termination of the Company or any investee entity under Section 708 of the Code so that the Company and any such investee entity has in effect an election under Section 754 of the Code with respect to all taxable years or portions thereof for so long as the Company and any such investee entity is classified as a partnership for U.S. federal income tax purposes; and

(e) any other election the Managing Member may deem appropriate and in the best interests of the Members.

Section 12.05. Tax Matters Member .

(a) The Managing Member shall be the “tax matters partner” of the Company as defined in Section 6231(a)(7) of the Code (the “ Tax Matters Member ”) . The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Section 6231 (a)(8) of the Code. The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

(b) Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(c) Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Section 6231(a)(3) of the Code) shall use reasonable best efforts to notify the other Members of such settlement agreement and its terms within 90 days from the date of the settlement.

(d) Each Member shall use commercially reasonable efforts to notify the other Members prior to filing a request pursuant to Section 6227 of the Code for an administrative adjustment of partnership items for any taxable year. If the Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any Member intending to file a petition under Section 6226 or 6228 of the Code or other Section of the Code with

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respect to any item involving the Company shall use commercially reasonable efforts to notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e) If any Member intends to file a notice of inconsistent treatment under Section 6222(b) of the Code, such Member shall use commercially reasonable efforts to give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with treatment of that item by the other Members.

ARTICLE 13

A RBITRATION

The Members shall attempt in good faith to resolve all claims, disputes and other disagreements arising hereunder or under the Exchange Agreement (each, a “ Dispute ”) by negotiation. If a Dispute cannot be resolved in such manner, such Dispute shall, at the request of any party, after providing written notice to the other parties to the Dispute, be submitted to arbitration in the City of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The proceeding shall be confidential. The party initially asserting the Dispute (the “ Initiating Party ”) shall notify the other party (the “ Responding Party ”) of the name and address of the arbitrator chosen by the Initiating Party and shall specifically describe the Dispute in issue to be submitted to arbitration. Within 30 days of receipt of such notification, the Responding Party shall notify the Initiating Party of its answer to the Dispute, any counterclaim which it wishes to assert in the arbitration and the name and address of the arbitrator chosen by the Responding Party. If the Responding Party does not appoint an arbitrator during such 30-day period, appointment of the second arbitrator shall be made by the American Arbitration Association upon request of the Initiating Party. The two arbitrators so chosen or appointed shall choose a third arbitrator, who shall serve as president of the panel of arbitrators (the “ Panel ”) thus composed. If the two arbitrators so chosen or appointed fail to agree upon the choice of a third arbitrator within 30 days from the appointment of the second arbitrator, the third arbitrator will be appointed by the American Arbitration Association upon the request of the arbitrators or either of the parties. In all cases, the arbitrators must be persons who are knowledgeable about, and have recognized ability and experience in dealing with, the subject matter of the Dispute. The arbitrators will act by majority decision. Any decision of the arbitrators shall (a) be rendered in writing and shall bear the signatures of at least two arbitrators, and (b) identify the members of the Panel. Absent fraud or manifest error, any such decision of the Panel shall be final, conclusive and binding on the parties to the arbitration and enforceable by a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration; provided , however , that each party shall pay for and bear the costs of its own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration. The parties shall complete all discovery within 30 days after the Panel is composed, shall complete the presentation of evidence to the Panel within 15 days after the completion of discovery, and a final decision with respect to the matter submitted to arbitration shall be rendered within 15 days after the completion of presentation of evidence. The parties shall cause to be kept a record of the proceedings of any matter submitted to arbitration hereunder.

ARTICLE 14

M ISCELLANEOUS P ROVISIONS

Section 14.01. Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement and understanding by the Members and the Company with respect to the subject matter hereof and supersede any prior agreement or understanding by the Members with respect to such subject matter.

Section 14.02. Binding on Successors. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 14.03. Managing Member’s Business. Evolent Health, Inc., as the sole Managing Member of the Company, hereby agrees that it (a) will not conduct any business other than the management and ownership of the Company and its Subsidiaries and (b) shall not own any other assets (other than on a temporary basis).

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Notwithstanding the foregoing, Evolent Health, Inc. may take such actions and own such assets as are necessary or appropriate to comply with Applicable Law, including compliance with its responsibilities as a public company under the U.S. federal securities laws, incur indebtedness and take any other action or own any other asset that the board of directors of Evolent Health, Inc. determines in good faith is in the best interest of the Company.

Section 14.04. 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 Delaware without regard to conflicts of law principles thereof.

Section 14.05. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

Section 14.06. Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held illegal, invalid or unenforceable, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby.

Section 14.07. Notices. All notices, requests, consents and other communications hereunder (each, a “ Notice ”) to the Company or any Member 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 14.07) or nationally recognized overnight courier, addressed to such Member at the address or facsimile number set forth in Exhibit A hereto, or below with respect to the Company, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to the Company, to:

Evolent Health LLC

800 N. Glebe Road, Suite 500

Arlington, VA 22203

Facsimile No.: (571) 389-6001

Attention: Jonathan Weinberg

with a copy (which shall not constitute notice to the Company) to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Telephone: (212) 474-1000

Facsimile: (212) 474-3700

Attention: William V. Fogg

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 14.07, if sent prior to 5:00 p.m. in the place of receipt 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 14.08. Amendments. This Agreement may be amended (including, for purposes of this Section 14.08, any amendment effected directly or indirectly by way of a merger or consolidation of the Company) or waived, in whole or in part, by the Managing Member; provided , however , that (i) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of any Member holding Class B common units compared with the rights of any other Member holding Class B common units, such amendment or waiver may only be made by the Managing Member upon the prior written consent of such disproportionately and adversely affected Member, (ii) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of holders of Class B common units compared with the rights of holders of Class A common units or any other series or class of common unit, such amendment or waiver may only be made by the Managing Member upon the prior written consent of The Advisory Board and TPG (only to the extent they hold any Class B common units) and their respective Permitted Transferees, (iii) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights

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of holders of Class A common units compared with the rights of holders of Class B common units or any other series or class of common unit, such amendment or waiver may only be made by the Managing Member upon the approval of a majority of the board of directors of the Managing Member (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), (iv) the following provisions may not be amended by the Managing Member in any manner adverse to a Member holding Class B common units without the prior written consent of The Advisory Board and TPG (only to the extent they hold any Class B common units) and their respective Permitted Transferees: Section 5.01, Section 5.02, Article 6, Section 7.02, Section 9.03(a)(vi), Section 12.02, Section 12.03 and Section 12.04(d), and (v) so long as any Class B common units remain outstanding, neither Section 9.01 nor Section 9.06 may be amended without the approval of a majority of the board of directors of the Managing Member (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).

Section 14.09. Consent to Jurisdiction. Subject to Article 13, 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 14.07. 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 14.07) in any suit, action or proceeding brought in such courts.

Section 14.10. 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.

Section 14.11. Tax Receivables Agreement . The Tax Receivables Agreement shall be treated as part of this Agreement as described in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations with respect to payments to a Member with respect to an Exchange (as defined in the Tax Receivables Agreement) by such Member.

[ Signature pages follow ]

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IN WITNESS WHEREOF , the Company, Evolent Health, Inc. and the Members named below have duly executed this Agreement as of the date first written above.