Purchase Agreement

On November 29, 2016, Evolent Health, Inc. (the Company) and
Evolent Health LLC (Evolent Health) entered into a purchase
agreement (the Purchase Agreement) with J.P. Morgan Securities
LLC and Goldman, Sachs Co. (collectively, the Purchasers), to
issue and sell $110.0 million aggregate principal amount of its
2.00% Convertible Senior Notes due 2021 (the Notes) in a private
placement (the Private Placement) to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act
of 1933, as amended (the Securities Act), to an exemption from
the registration requirements of the Securities Act afforded by
Section 4(a)(2) of the Securities Act. The Company granted the
Purchasers an option to purchase up to an additional $15.0
million aggregate principal amount of Notes (the Option), which
Option was exercised on December 1, 2016. The Notes were issued
at an issue price of 100.00% of par for net proceeds of
approximately $120.7 million, after deducting fees and estimated
expenses. The closing of the Private Placement of the Notes
(including Notes issued to the Option exercise) occurred on
December 5, 2016. Upon receipt thereof, the Company loaned the
net proceeds from the Private Placement to Evolent Health LLC.
Evolent Health LLC intends to use such net proceeds for working
capital and other general corporate purposes.

The Purchase Agreement contains customary representations,
warranties and agreements of the Company and Evolent Health and
customary indemnification rights.

The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.

Indenture

The Notes were issued under an Indenture (the Indenture) dated as
of December 5, 2016 between the Company and U.S. Bank National
Association, as trustee (the Trustee).

to the terms of the Indenture, interest on the Notes is payable
semiannually in arrears on June 1 and December 1 of each year,
beginning on June 1, 2017, at a rate equal to 2.00% per annum.
The Notes will mature on December 1, 2021 unless earlier
repurchased or converted in accordance with their terms prior to
such date.

The Notes are convertible into shares of the Companys Class A
common stock, based on an initial conversion rate of 41.6082
shares of Class A common stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately $24.03 per share of the Companys Class A common
stock. The initial conversion price represents a premium of
approximately 27.50% over the closing price of the Companys Class
A common stock on the New York Stock Exchange on November 29,
2016. In the aggregate, the Notes are initially convertible into
5,201,025 shares of the Companys Class A common stock (excluding
any shares issuable by the Company upon a conversion in
connection with a make-whole fundamental change under the
Indenture). The conversion rate may be adjusted under certain
circumstances.

Holders of the Notes may require the Company to repurchase their
Notes upon the occurrence of a fundamental change at a price
equal to 100.00% of the principal amount of the Notes being
repurchased, plus any accrued and unpaid interest.

The foregoing description of the Indenture and the Notes does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Indenture and the form of Note,
copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto,
respectively.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this report is
incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this report is
incorporated by reference into this Item 3.02.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report: