FIRST AMENDMENT TO THE AMENDED AND RESTATED SERVICES, RESELLER AND NON-COMPETITION AGREEMENT

Exhibit 10.17

FIRST AMENDMENT TO THE

AMENDED AND RESTATED SERVICES, RESELLER

AND NON-COMPETITION AGREEMENT

This First Amendment (the “Amendment”) to the Amended and Restated Services, Reseller and Non-Competition Agreement (the “Agreement”) is made and entered into this 1^st day of May, 2015 (the “Amendment Effective Date”) by and between The Advisory Board Company, a Delaware Corporation (“ABCO”) and Evolent Health LLC, a Delaware Limited Liability Company and successor- in- interest to Evolent Health, Inc. (“Evolent”) (each a “Party” and collectively the “Parties”).

WHEREAS, the Parties entered into the Agreement effective June 27, 2013; and

WHEREAS, the Parties have continued to explore ways to improve the efficiency of their relationship and their respective abilities to provide services to hospitals and health systems; and

WHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

A. Amendment. As of the Amendment Effective Date, this Amendment hereby amends the Agreement as follows:

(e) Services to optimize or implement an Evolent Client’s electronic medical record (EMR) system, including EMR optimization services to be provided in connection with the implementation of Identifi, except (1) in specific circumstances where such EMR optimization and implementation services would be de minimis and highly integrated with other services being provided by Evolent that it would not be commercially or reasonably practicable for an individual to provide such EMR optimization or implementation who is not also providing other services to the Evolent Client and (2) provided that Evolent informs ABCO during the meetings described in Section 13.6 or otherwise of the circumstances described in immediately preceding clause (1) such that ABCO can in good faith evaluate whether Evolent is complying with the intent and purpose of ABCO’s right of first offer in this Section 2.2.1(e);

(f) Clinical documentation improvement services; provided, however, that such services are not related to, or a part of, a broader set of value-based care services such as, but not limited to, risk adjustment documentation (e.g., RAF services);

(g) Online patient scheduling systems;

(h) Crimson Market Advantage (“CMA”) functionality; and

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(i) Referral management technology products; provided, however, that Evolent shall only be obligated to provide ABCO the right of first offer pursuant to this Section 2.2.1 if ABCO is willing to integrate the referral management functionality into Identifi such that ABCO’s referral management technology product can access or receive Identifi clinical data and that, following the first anniversary of the Amendment Effective Date and if there is demand from at least five (5) Evolent Clients, Identifi and ABCO’s referral management functionality can be accessed with a single sign-on and the referral management technology is capable of allowing a user to transmit a patient referral with the patient’s clinical data to a health care provider through Identifi, it being agreed that (i) Evolent shall provide ABCO with such support, cooperation, and assistance as are reasonably necessary to enable the integration of Identifi and ABCO’s referral management technology as described in this Section 2.2.1(i) and (ii) ABCO and Evolent shall in good faith meet periodically at mutually agreed upon times during the Term to discuss Evolent’s perspectives and input on such other features and functionality that may be reasonably necessary to be included in ABCO’s referral management technology to address market needs.

In the event that ABCO exercises its right of first offer and performs a First Offer Service for an Evolent Client, ABCO shall be prohibited from selling or offering to that Evolent Client any new ABCO Restricted Products or Services to such Evolent Client that were not already in an Active ABCO Sales Process. For purposes of this Agreement, “Active ABCO Sales Process,” means, with respect to any Person as of the date on which Evolent refers the Person to ABCO for certain ABCO products or services or the other relevant time, a Person who (a) is purchasing such ABCO products or services as of such date or (b) either (i) has purchased such ABCO products or services from ABCO prior to such date or (ii) is engaged in active discussions with ABCO as of such date about (A) acquiring such products or services from ABCO, or (B) addressing the issues that such products or services are primarily intended to address.

Subject to the terms of this Agreement, Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work as set forth in the Statement of Work, this Agreement, or as otherwise agreed in a separate writing signed by the Parties.

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promote, market, provide, offer or sell any of the products or services described in Section 6.2(e) unbundled from or not integrated with Identifi through June 27, 2020), promote, market, provide, offer or sell:

(a) unbundled software applications, software tools or other similar technologies (including, without limitation, software as a service, or analytics technology) that are competitive in any material respect with any ABCO products or services at the time the Evolent product or service is promoted, marketed, or sold. For the avoidance of doubt, Evolent clinical programs, clinical processes and rules/content are not considered technology. For purposes of this Section 6.2(a), unbundled means that more than fifty percent (50%) of the aggregate revenue attributable to the Evolent Client during the term of the contract are for software applications, software tools or other similar technologies (including, for the avoidance of doubt, Identifi) and software and technology support and maintenance (including user support or any other services support that are customarily associated with the implementation or ongoing management or oversight of technology products) regardless of the fee amounts set forth in Evolent’s agreement(s) with the Evolent Client;

(b) Blueprint or non-Blueprint consulting services or products that are competitive in any material respect with any ABCO products or services at the time the Evolent product or service is promoted, marketed, or sold, unless such consulting services are reasonably expected to lead to a long-term services contract or be part of a Blueprint Services engagement; “Blueprint” and “Blueprint Services” are defined as a consulting engagement pursuant to which Evolent has been engaged by a Person to assess what would be required for the Person to (a) acquire or develop health plan capabilities, or (b) expand the Person’s health plan capabilities, or (c) initiate or expand the Person’s ability to establish value-based care contracting arrangements (i.e., contracts that contemplate a performance-based gain share payment or a set payment to a health care provider organization for each enrolled person assigned to such provider, for a period of time, for the provision of specified care). Evolent shall only permitted to provide consulting services that Evolent is permitted to provide pursuant to this Section 6.2 and Blueprint Services for a Person and its Affiliates for up to six (6) consecutive calendar quarters on an uninterrupted basis (i.e., the services cannot commence, cease, and recommence during that period; Evolent should have an ongoing consulting relationship with that Person or its Affiliates during that period) and Evolent thereafter must cease charging fees for any services unless the Person or one or more of its Affiliates entered into an implementation and/or long-term services contract with Evolent (i.e., Evolent can continue providing services to such Person and its Affiliates after such six (6) calendar-quarter period, but cannot be compensated for such services unless and until the Person enters into an implementation and/or long-term services contract with Evolent);

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(c) any best practices membership programs or physician practice management or bundled or unbundled physician practice management and other physician practice management consulting services, in each case referred that are substantially similar to, or that are competitive with, (i) ABCO’s best practices membership programs or (ii) physician practice management or other physician practice management consulting services that were offered by ABCO as of August 2013; or

(d) any services which are competitive in any material respect with any ABCO products or services at the time the Evolent service is promoted, marketed, or sold, where (i) the Evolent client will (based on reasonable documented expectations with the Evolent client at the time the contract is signed by the client) generate Evolent revenue less than $1.75 million annually, on average, across the life of the initial contract inclusive of the implementation and long-term contract fees, (ii) the average annual revenue from all long-term services contract customers signed after June 27, 2013, inclusive of implementation and long-term services revenue, is less than $5.0 million each year, and (iii) Evolent is not required to have more than six and three quarter (6.75) Dedicated FTEs per year, on average, across the life of the client contract inclusive of the implementation and long-term contract scopes. The contract length shall begin on the date of the first implementation and/or long-term services contract and extend through the expiration of such contract. For purposes of this provision, “Dedicated FTEs” are defined as Evolent personnel who are either directly tracking time to the Evolent Client or are allocated to the client from the Evolent national support model during the project pricing process. For the avoidance of doubt, Evolent general and administrative full-time employees will not be allocated to the Evolent Client or considered Dedicated FTEs. Both national support model and general and administrative cost categories and related full-time employees shall be defined as they existed in the Evolent WorkDay ERP system as of January 1, 2015 as described on Exhibit A hereto. For purposes of this section any long-term-services contracts with non-provider customers (i.e., employers) that are linked to a health system Evolent client shall not count as a separate Evolent Client for purposes of calculating Dedicated FTEs if Evolent is serving the non-provider customer in coordination with the Evolent Client where coordination means that Evolent is providing the non-provider customer long-term contract services similar to those provided to the Evolent Client.

(e) Evolent also agrees not to, directly or indirectly, develop, promote, market, provide, offer or sell products with functionality substantially similar to (i.e., redundant in any material respect) the following except to the extent permitted by and subject to Section 2.2.1:

(i) Services to optimize or implement a Person’s electronic medical record (EMR) system unless (although still subject to Section 2.2.1) (i) such services are being provided for Evolent Clients in connection with the implementation or optimization of Identifi or (ii) such services are being provided to a potential Evolent Client as part of a diagnostic or proof of concept to demonstrate to the potential Evolent Client how Identifi would work with and/or optimize the Person’s EMR and Evolent’s ability to implement Identifi;

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(ii) ABCO’s online scheduling system (referred to as HealthPost as of the date of Amendment Effective Date) as it existed as of the Amendment Effective Date;

(iii) ABCO’s market referrals product (referred to as CMA as of the date of the Amendment Effective Date) as it existed as of the Amendment Effective Date, provided the Evolent is allowed to continue sharing data with physicians in the manner in which Evolent is providing data to Evolent Clients as of the Amendment Effective Date as described on Exhibit B hereto; and

(iv) ABCO’s referral management technology product (referred to as Crimson Referral Management as of the Amendment Effective Date) as it existed as of the date of the Amendment Effective Date except as expressly permitted in the last sentence of Section 2.2.1(i) and, if ABCO is unwilling to integrate its referral management functionality with Identifi as described in Section 2.2.1(i) or if Section 2.2.1(i) is no longer in effect, then Evolent would be enabled to directly provide referral management functionality through Identifi but would not be permitted to access those services from a third party (i.e., Evolent would not be permitted to license or integrate any third party’s referral management functionality into Identifi or other Evolent technology products or services.

Notwithstanding any other provision hereof, the foregoing restrictions in this Section 6.2 shall survive a Change of Control of Evolent through June 27, 2020; provided, however, that prior to June 27, 2020, the acquiring party in a Change of Control of Evolent shall be not be subject to the foregoing restrictions with respect to any technology solutions or consulting services, in each case, that are unrelated to the Evolent assets acquired. In addition, (1) the restrictions in this Section 6.2 shall not apply to the type and scope of services proposed to be offered to the Persons described in the letter from Evolent to ABCO dated April     , 2015, and (2) during the period between the last day of the Term and the expiration of the periods described in the first paragraph of this Section 6.2, ABCO shall in good faith at Evolent’s request discuss with Evolent the provision by ABCO of any products or services that Evolent is not permitted or is otherwise unable to provide pursuant to this Section 6.2 to Evolent and/or Evolent clients, with the terms of the provision of such products or services to be the subject of a separate written agreement between ABCO and Evolent.

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In the event that an ABCO client (i) terminates its agreement with ABCO (other than as a result of a material uncured breach by ABCO of such agreement) prior to the end of the then-current term of such agreement and (ii) within six (6) months of such termination begins using services or technology from Evolent that made such ABCO products or services redundant in a material respect (the “Overlapping Products/Services”), then Evolent shall pay to ABCO [***] percent ([***]%) of the remaining fees that would have been paid to ABCO by the ABCO client for the Overlapping Products/Services during the remainder of the contract, in the event that such contract is terminated prior to the end of a contract (each such payment, an “Early Termination Payment”).

Each Early Termination Payment shall be due and payable in accordance with the payment terms of the terminated agreement, provided that the first payment of such Early Termination Payment also shall include all of the payments that would have been paid during the period beginning on the date of termination and ending on the date upon which such first payment is made.

In the event that an ABCO client (i) fails to renew its agreement with ABCO at the end of the then-current term of such agreement and (ii) within six (6) months of such termination begins using Overlapping Products/Services and (iii) the Overlapping Products/Services were not incidental to the non-renewal decision by the ABCO Client, then Evolent shall make the following payments to ABCO (each such payment, a “Non-Renewal Payment”):

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Each Non-Renewal Payment shall be due and payable in accordance with the payment terms of the non-renewed contract as if such contract had been renewed on the same terms, provided that the first payment of such Non-Renewal Payment also shall include all of the payments that would have been paid during the period beginning on the date of termination and ending on the date upon which such first payment is made.

13.6 General Counsel Meetings: On a quarterly basis, the General Counsels of each Party shall meet to confer in good faith to discuss general compliance issues relating to the Agreement and, upon request at any time, share such information and documents as are reasonably necessary to determine a Party’s compliance with its obligations under this Agreement.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without regard to that state or any other state’s conflict of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.

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IN WITNESS WHEREOF, this Amendment has been duly executed by and on behalf of the Parties as of the Amendment Effective Date.

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EXHIBIT A

Evolent National Support Model Departments

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EXHIBIT B

EVOLENT DATA SHARING

As of the Amendment Effective Date, Evolent provides data through reports, conversations or other means that are intended to assist the recipient of the information in understanding network leakage information for purposes of optimizing value-based care performance. The data is only for provider risk contracts / panels and is only driven by payer claims data. The analysis does not include full panel leakage analysis, does not include non-claims data or data outside the risk population and is not provided to physicians or other constituents on an unbundled basis. Following is an example of the data provided to physicians or administrators. The data may be provided at a system level, at pod level or at an individual physician level.

Sample Report

Medicare Population

Summary of Experience Data: All Medical Claims and Encounters

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