Evolent Health, Inc.

(1) Evolent's partnership model was not aligned with its partners, as it was designed to parasitically increase its own revenue by extracting enormous administrative and management fees at the expense of its partners such as Passport Health Plan ("Passport"); (2) Passport was struggling financially, particularly after Kentucky cut its reimbursement rates, and the partnership between Evolent and Passport was becoming increasingly unsustainable; (3) Evolent was draining Passport of functions, employees, and money to such an extent that Passport was left on the verge of insolvency; (4) for several months, Passport was conducting a bidding process to sell itself to a financial buyer to prevent liquidation; and (5) as a result of the foregoing, Defendants public statements were materially false and/or misleading and/or lacked a reasonable basis.