Evolent Health Inc

Debt Commitment Letter

On November 6, 2024, Evolent Health LLC entered into a debt financing commitment letter (the “Debt Commitment Letter”) with Ares and Ares Capital Management, LLC (“Ares Capital”), pursuant to which Ares Capital has committed to (a) provide the Borrower with secured debt financing in the form of (i) additional commitments under the Borrower’s existing Revolving Facility in an aggregate principal amount equal to $50.0 million (the “Priority ABL Incremental Facility”), (ii) a new delayed draw term loan facility in an aggregate principal amount equal to $125.0 million (the “2024-A Delayed Draw Term Loan Facility”) and (iii) a new delayed draw term loan facility in an aggregate principal amount equal to $75.0 million (the “2024-B Delayed Draw Term Loan Facility” and together with the Priority ABL Incremental Facility and the 2024-A Delayed Draw Term Loan Facility, the “Committed Facilities”) and (b) effect certain amendments to the Credit Agreement (as amended through the date hereof, the “Existing Credit Agreement”), to be effected through pursuant to an amendment thereto (“Amendment No. 3”; the Existing Credit Agreement, as amended by

Amendment No. 3, the “Amended Credit Agreement”). The Debt Commitment Letter provides that the proceeds of borrowings under the Committed Facilities will be used to fund acquisitions, ongoing working capital needs and other growth capital expenditure investments.

The Debt Commitment Letter provides that loans under the Committed Facilities will mature on the date that is the earliest of (a) the fifth anniversary of the effective date of Amendment No. 3 (the “Amendment No. 3 Effective Date”), (b) the date on which the commitments are voluntarily terminated pursuant to the terms of the Amended Credit Agreement, (c) the date on which all amounts outstanding under the Amended Credit Agreement have been declared or have automatically become due and payable under the terms of the Amended Credit Agreement, (d) the date that is one hundred eighty (180) days prior to the maturity date of the 2029 Notes and (e) the date that is ninety-one (91) days prior to the maturity date of any other Junior Debt (as defined in the Existing Credit Agreement) unless certain liquidity conditions are satisfied.

The 2024-A Delayed Draw Term Loan Facility and related commitments expire on the date that is the earliest of (a) January 31, 2025, (b) the date upon with the aggregate 2024-A Delayed Draw Term Loan Commitment shall have been reduced to zero, and (c) the date upon which the aggregate 2024-A Delayed Draw Term Loan Commitment is terminated in accordance with the Amended Credit Agreement as a remedy to an Event of Default. The 2024-B Delayed Draw Term Loan Facility and related commitments expire on the date that is the earliest of (a) the date that is 18 months from the Amendment No. 3 Effective Date, (b) the date upon with the aggregate 2024-B Delayed Draw Term Loan Commitment shall have been reduced to zero, (c) the date upon which the aggregate 2024-B Delayed Draw Term Loan Commitment is terminated in accordance with the Amended Credit Agreement as a remedy to an Event of Default, and (d) the date upon which the 2024-A Delayed Draw Term Loan Commitment is voluntarily reduced to $0 or terminates without being fully funded.

The Debt Commitment Letter provides that the interest rate for each loan will be calculated, at the option of the Borrower, (a) in the case of the Priority ABL Incremental Facility, at either the adjusted term SOFR rate plus 4.00%, or the base rate plus 3.00% and (b) in the case of both the 2024-A Delayed Draw Term Loan Facility and the 2024-B Delayed Draw Term Loan Facility, at either the adjusted term SOFR rate plus 5.50% or the base rate plus 4.50%, subject to step downs based on a total secured leverage ratio.

The Debt Commitment Letter provides that in order to borrow under the 2024-A Delayed Draw Term Loan Facility or the 2024-B Delayed Draw Term Loan Facility the total secured leverage ratio must be less than or equal to 2.00:1.00 immediately after giving effect to a borrowing under either the 2024-A Delayed Draw Term Loan Facility and the 2024-B Delayed Draw Term Loan Facility on a pro forma basis as of the last day of the most recently ended test period.

The Amended Credit Agreement will be subject to the same security and guarantee arrangements and contain the same affirmative and negative covenants, mandatory prepayment provisions and events of default as the Existing Credit Agreement, in each case, subject to certain modifications to be agreed by the parties thereto. The Debt Commitment Letter provides that the prepayment premium applicable to all outstanding facilities will been reset and tied to the Amendment No. 3 Effective Date at a rate of 2.0% on or prior to the first anniversary and 1.0% on or prior to the second anniversary.

The commitment to provide the Committed Facilities and effect the changes to the Existing Credit Agreement contemplated by Amendment No. 3 under the Debt Commitment Letter is subject to customary closing conditions as agreed by the parties.