0001628908-25-000116 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • August 11th, 2025 • Evolent Health, Inc. • Services-management services • New York

This Exchange Agreement (this “Agreement”) is made and entered into as of August 7, 2025 (the “Effective Date”), by and among Evolent Health, Inc., a Delaware corporation, (the “Company”) and each of the undersigned holders of Series A Preferred Stock (as defined below) (each, a “Holder”).

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • August 11th, 2025 • Evolent Health, Inc. • Services-management services

AMENDMENT NO. 5 to CREDIT AGREEMENT, dated as of June 19, 2025 (this “Amendment”), by the Lenders party hereto, EVOLENT HEALTH LLC, a Delaware limited liability company, as the Administrative Borrower, the other Borrowers party hereto, EVOLENT HEALTH, INC., a Delaware corporation, as the Parent, each other Guarantor party hereto, ARES CAPITAL CORPORATION, as Administrative Agent, and ACF FINCO I LP, as Collateral Agent and Revolving Agent.

Contract
Intercreditor Agreement • August 11th, 2025 • Evolent Health, Inc. • Services-management services • New York

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF AUGUST 7, 2025 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG ARES CAPITAL CORPORATION (“ARES”), AS FIRST LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN), ACF FINCO I LP, AS ORIGINAL FIRST LIEN SECURITY AGENT (AS DEFINED THEREIN) AND ARES, AS SECOND LIEN ADMINISTRATIVE AGENT AND AS ORIGINAL SECOND LIEN SECURITY AGENT (EACH, AS DEFINED THEREIN) AND ACKNOWLEDGED BY EVOLENT HEALTH LLC AND THE OTHER GRANTORS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND

AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • August 11th, 2025 • Evolent Health, Inc. • Services-management services • New York

AMENDMENT NO. 6 to CREDIT AGREEMENT, dated as of August 7, 2025 (this “Amendment”), by the Lenders party hereto, EVOLENT HEALTH LLC, a Delaware limited liability company, as the Administrative Borrower, the other Borrowers party hereto, EVOLENT HEALTH, INC., a Delaware corporation, as the Parent, each other Guarantor party hereto, ARES CAPITAL CORPORATION, as Administrative Agent, and ACF FINCO I LP, as Collateral Agent and Revolving Agent.

Contract
Intercreditor Agreement • August 11th, 2025 • Evolent Health, Inc. • Services-management services • New York

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF AUGUST 7, 2025 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG ARES CAPITAL CORPORATION (“ARES”), AS FIRST LIEN ADMINISTRATIVE AGENT (AS DEFINED THEREIN), ACF FINCO I LP, AS ORIGINAL FIRST LIEN SECURITY AGENT (AS DEFINED THEREIN) AND ARES, AS SECOND LIEN ADMINISTRATIVE AGENT AND AS ORIGINAL SECOND LIEN SECURITY AGENT (EACH, AS DEFINED THEREIN) AND ACKNOWLEDGED BY EVOLENT HEALTH LLC AND THE OTHER GRANTORS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND