Amendment No. 1 to Stock and Asset Purchase Agreement dated January 20, 2023, by and among Evolent Health, Inc., Evolent Health LLC, and Magellan Health, Inc

This AMENDMENT NO. 1, dated as of January 20, 2023 (this “Amendment”), is by and among Evolent Health, Inc., a Delaware corporation (“Buyer Parent”), Evolent Health LLC, a Delaware limited liability company (“Buyer” and, together with Buyer Parent, the “Buyer Entities”), and Magellan Health, Inc., a Delaware corporation (“Seller Parent”). Each capitalized term used but not defined in this Amendment has the meaning given to it in the Stock and Asset Purchase agreement, dated as of November 17, 2022 (the “Purchase Agreement”), by and among Buyer Parent, Buyer, Seller Parent and Magellan Healthcare, Inc., a Delaware corporation.

    WHEREAS, Section 11.1 of the Purchase Agreement provides that the Purchase Agreement may be amended only by a written instrument signed by the Buyer Entities and Seller Parent (on behalf of Sellers); and

    WHEREAS, the Buyer Entities and Seller Parent desire to amend the Purchase Agreement as set forth in this Amendment.

    NOW, THEREFORE, in consideration of the foregoing and covenants and agreements herein, and intending to be legally bound hereby, the parties hereto agree as follows:

(a)    Annex D to the Disclosure Schedule is amended and restated to be in the form of Exhibit A to this Amendment.

(a)    Except to the extent specifically amended in or supplemented by this Amendment, the Purchase Agreement remains unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of the Purchase Agreement, as amended by this Amendment. Each reference in the Purchase Agreement to “hereof,” “hereunder” or words of similar import, and all references to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind or nature (other than in this Amendment or as otherwise expressly provided) shall be deemed to mean the Purchase Agreement as amended by this Amendment regardless of whether this Amendment is expressly referenced therein.

(b)    The provisions of Sections 11.1, 11.2, 11.4, 11.5, 11.7, 11.9 and 11.11 of the Purchase Agreement are incorporated into this Amendment by reference and shall apply to this Amendment mutatis mutandis.

By:    _/s/ Seth Blackley______________

Name: Seth Blackley

Title: Chief Executive Officer

By:    _/s/ Seth Blackley_______________

Name: Seth Blackley

Title: Chief Executive Officer

By:    _/s/ Derrick Duke _______________

Name: Derrick Duke

Title: President and CEO