Evolent Health, Inc. (EVH): M&A transaction — Evolent closes $387M cash + stock acquisition of Magellan Specialty Health, funded via $265M debt + $168M preferred

additional commitments under the Company’s existing term loan facility in an aggregate principal amount equal to $240.0 million

additional commitments under the Company’s existing asset-based revolving credit facility in an aggregate principal amount equal to $25.0 million

Each share of Series A Preferred Stock issued to the Purchasers pursuant to the Securities Purchase Agreement has the powers, designations, preferences, and other rights of the Series A Preferred Stock as are set forth in the Certificate of Designation of the Series A Preferred Stock filed by the Company with the Delaware Secretary of State on January 19, 2023 (the “ Certificate of Designation ”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

that were used in the Magellan Specialty Health Division. At Closing, EVH LLC paid cash consideration to Magellan Parent and certain of its affiliates of approximately $386.7 million (which is subject to certain post-Closing adjustments) and issued 8,474,576 shares of the Company’s Class A Common Stock (“ Magellan Class A Shares ”) to Magellan Parent. As

In connection with the Closing, on January 20, 2023, the Company entered into a Securities Purchase Agreement (Series A Convertible Preferred Shares) with the Purchasers listed on Schedule I thereto (the “ Securities Purchase Agreement ”) pursuant to which the Company offered and sold to the Purchasers an aggregate 175,000 shares of the Company’s newly created Cumulative Series A Convertible Preferred Shares, par value $0.01 per share (the “ Series A Preferred Stock ”), at a purchase price of $960.00 per share, resulting in total gross proceeds to the Company of $168.0 million.

On January 20, 2023 (the “ Closing Date ”), Evolent Health, Inc. (the “ Company ”) consummated the transactions (the “ Closing ”) contemplated by the previously announced Stock and Asset Purchase Agreement (the “ Magellan Purchase Agreement ”), dated November 17, 2022, by and among the Company, Evolent Health LLC (“ EVH LLC ”), Magellan Health, Inc. (“ Magellan Parent ”), and Magellan Healthcare, Inc. Amendment No. 1 to Credit Agreement In connection with the Closing, on the Closing Date, the Company entered into Amendment No. 1 (“ Amendment No. 1 ”) to the Credit Agreement, dated as of August 1, 2022, by and between the Lenders party thereto, EVH LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation (“ Ares ”), as Administrative Agent, and ACF Finco I LP, as Collateral Agent and Revolving Agent (the “ Existing Credit Agreement ”; the Existing Credit Agreement, as amended by Amend