FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 16th, 2013 • Premier, Inc. • Services-management services • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [·], is made by and between Premier, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 5th, 2024 • Premier, Inc. • Services-management services
This Restricted Stock Unit Agreement (the “Award Agreement”) evidences the grant to the Participant by Premier, Inc. (the “Company”) of the right to receive shares the Company’s Class A common stock, $0.01 par value (“Shares”), upon the terms and conditions provided for herein under the Premier, Inc. 2023 Equity Incentive Plan (the “Plan”). Except as specifically set forth herein, the rights granted under this Award Agreement (the “Award”) are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan unless a different meaning is specified herein.
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • February 2nd, 2021 • Premier, Inc. • Services-management services • North Carolina
THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and among Michael J. Alkire (“Executive”) and Premier Healthcare Solutions, Inc., a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Premier” or the “Company”) (each and collectively defined and referred to herein as a “Party” and the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2023 • Premier, Inc. • Services-management services • North Carolina
I, Andy Brailo, hereby agree to be employed by Premier Healthcare Solutions, Inc., a Delaware corporation with its principal places of business in Charlotte, North Carolina, Washington, D.C., and Ft. Lauderdale, Florida (“Premier” or the “Company”), and Premier hereby agrees to employ me, subject to the following terms and conditions.
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • November 5th, 2024 • Premier, Inc. • Services-management services
This Performance Share Award Agreement (the “Award Agreement”) evidences the grant to the Participant by Premier, Inc. (the “Company”) of the right to receive shares the Company’s Class A common stock, $0.01 par value (“Shares”), upon the terms and conditions provided for herein under the Premier, Inc. 2023 Equity Incentive Plan (the “Plan”). Except as specifically set forth herein, the rights granted under this Award Agreement (the “Award”) are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 25th, 2013 • Premier, Inc. • Services-management services • North Carolina
I, Keith Figlioli, hereby agree to be employed by Premier Healthcare Solutions, Inc., a Delaware corporation with its principal places of business in Charlotte, North Carolina, Washington, D.C., and Ft. Lauderdale, Florida (“Premier” or the “Company”), and Premier hereby agrees to employ me, subject to the following terms and conditions.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • California
This Amended and Restated Limited Partnership Agreement (this “Agreement”) of Premier Healthcare Alliance, L.P. is made as of September 25, 2013 and effective as of the Effective Date (as defined below), by and among Premier Services, LLC (the “General Partner”), a Delaware limited liability company and wholly-owned subsidiary of Premier, Inc., a newly-formed Delaware corporation (“Premier”), as general partner, and the Limited Partners (as defined below), and will be effective as of the Effective Date.
CONTRIBUTION AGREEMENTContribution Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • California
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of September 25, 2013, and is effective immediately prior to the closing of the initial public offering of a newly formed Delaware corporation named “Premier, Inc.” (the “Public Company”) (the “Effective Date”), and is made by and between the stockholders listed on Schedule I hereto (“collectively, the “Stockholders” and each a “Stockholder”) and Premier Purchasing Partners, L.P. (“Premier LP”), with respect to the shares of common stock of Premier, Inc., an existing Delaware corporation (“Premier, Inc.”), owned by the Stockholdes. Premier, Inc. and Premier LP are collectively referred to in this Agreement as “Premier.”
TAX RECEIVABLE AGREEMENT among PREMIER, INC. AND THE LIMITED PARTNERS OF PREMIER HEALTHCARE ALLIANCE, L.P.Tax Receivable Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
This TAX RECEIVABLE AGREEMENT (the “Agreement”) is made as of September 25, 2013 and is effective immediately prior to the closing of the initial public offering of Premier, Inc., a Delaware corporation (“Premier”) (the “Effective Date”), and is made by and among Premier and each of the undersigned parties hereto identified as Limited Partners (as such term is defined below), and each of the successors and assigns thereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) made as of September 25, 2013 and to be effective immediately prior to the closing of the initial public offering of Premier, Inc., a newly formed Delaware corporation (“Premier”) (the “Effective Date”), is made by and among Premier and the Limited Partners (as such term is defined below) listed on Schedule I hereto from time to time party hereto.
STOCK OPTION AGREEMENTStock Option Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services
EXCHANGE AGREEMENTExchange Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of September 25, 2013 and will be effective immediately prior to the closing of the initial public offering of Premier, Inc., a newly formed Delaware corporation (“Premier”) (the “Effective Date”), and is made by and among Premier, Premier Purchasing Partners, L.P., a California limited partnership (together with its successors and assigns, “Premier LP”), and the Limited Partners (as such term is defined below) of Premier LP listed on Schedule I hereto from time to time party hereto.
CONSULTING AGREEMENTConsulting Agreement • September 7th, 2021 • Premier, Inc. • Services-management services • North Carolina
THIS CONSULTING AGREEMENT (“Agreement”) effective as of September 1, 2021 (the “Effective Date”), is made by and between Premier, Inc., a Delaware corporation (“Company”), and David Langstaff (“Consultant”). Company and Consultant are referred to collectively as the “Parties” and each individually as a “Party”.
EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTExecutive Employment Agreement • August 20th, 2024 • Premier, Inc. • Services-management services • North Carolina
I, Glenn Coleman hereby agree to be employed by Premier Healthcare Solutions, Inc. (the “Company”) and, subject to approval of the Board of Directors of Premier, Inc. (the “Board”) and all necessary committees of the Board, the Company hereby agrees to employ me, subject to the following terms and conditions (the “Agreement”). If for any reason, this Agreement is not approved by the Board or any necessary committee of the Board, this Agreement shall not take effect and shall be null and void.
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is effective immediately prior to the closing of the initial public offering of Premier, Inc., a newly formed Delaware corporation (“Premier”) (the “Effective Date”), and is made by and between the purchasers listed on Schedule I hereto, as purchasers (collectively, the “Purchasers” and, each a “Purchaser”), and Premier, as seller.
PREMIER, INC. 4,033,198 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • November 16th, 2015 • Premier, Inc. • Services-management services • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Premier, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 4,033,198 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (collectively, the “Shares”). The outstanding shares of Class A Common Stock of the Company are referred to herein as the “Stock”.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • February 6th, 2024 • Premier, Inc. • Services-management services
SPECIAL RESTRICTED STOCK UNIT AGREEMENTSpecial Restricted Stock Unit Agreement • April 26th, 2022 • Premier, Inc. • Services-management services
This Special Restricted Stock Unit Agreement (the “Award Agreement”) evidences the grant to the Participant by Premier, Inc. (the “Company”) of the right to receive shares the Company’s Class A common stock, $0.01 par value (“Shares”), upon the terms and conditions provided for herein under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (the “Plan”). Except as specifically set forth herein, the rights granted under this Award Agreement (the “Award”) are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
SECURITY AGREEMENTSecurity Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • New York
This SECURITY AGREEMENT is made and entered into as of December 16, 2011, by and among PREMIER, INC., a Delaware corporation (the “Company”) and PREMIER PURCHASING PARTNERS, L.P., a California limited partnership (“PPPLP”; together with the Company, collectively the “Borrowers”), each of the Domestic Subsidiaries of the Borrowers from time to time party hereto (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors, together with the Borrowers (individually, an “Obligor” and collectively, the “Obligors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”).
FORM OF GPO PARTICIPATION AGREEMENT Between Premier Purchasing Partners, L.P. andGpo Participation Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS GPO PARTICIPATION AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below) by and between Premier Purchasing Partners, L.P. (“Premier LP”), and (“Member”) (each of Premier LP and Member may be referred to herein as a “Party” and collectively as the “Parties”).
FORM OF UNIT PUT/CALL AGREEMENTUnit Put/Call Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • Delaware
This UNIT PUT/CALL AGREEMENT (the “Agreement”) is made effective as of July 1, 2013 (the “Effective Date”) by and between Premier, Inc., a Delaware corporation, as purchaser (“Premier”), and each of the Persons listed on Schedule I hereto, as sellers (each a “Seller” and collectively, the “Sellers”).
LEASE by and between BOYLE BUILDING, LLC, a North Carolina limited liability company, as Landlord, and PREMIER PURCHASING PARTNERS, L.P., a California limited partnership, as Tenant Boyle Building 13034 Ballantyne Corporate Place Charlotte, NC 28277Lease • August 26th, 2013 • Premier, Inc. • Services-management services • North Carolina
THIS LEASE, made and entered into this the 21 day of October, 2009, by and between BOYLE BUILDING, LLC, a North Carolina limited liability company, hereinafter referred to as “Landlord,” and PREMIER PURCHASING PARTNERS, L.P., a California limited partnership, hereinafter referred to as “Tenant”;
VOTING TRUST AGREEMENT RELATING TO SHARES OF CLASS B COMMON STOCK OF PREMIER, INC.Voting Trust Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS VOTING TRUST AGREEMENT (this “Agreement”), dated October 1, 2013, is effective immediately prior to the closing of the initial public offering of a newly formed Delaware corporation named “Premier, Inc.” (“Premier”) (the “Effective Date”), and is made by and among Premier, Premier Purchasing Partners, L.P., a California limited partnership (“Premier LP”), the stockholders listed on Schedule I hereto (the “Stockholders”) from time to time party hereto and Wells Fargo Delaware Trust Company, N.A., as trustee (together with its successors in such capacity, the “Trustee”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services
CREDIT AGREEMENT Dated as of November 9, 2018 among PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. and PREMIER HEALTHCARE SOLUTIONS, INC., as the Co-Borrowers, PREMIER SERVICES, LLC and CERTAIN DOMESTIC SUBSIDIARIES OF...Credit Agreement • November 13th, 2018 • Premier, Inc. • Services-management services • New York
This CREDIT AGREEMENT (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as this “Agreement”) is entered into as of November 9, 2018, by and among PREMIER HEALTHCARE ALLIANCE, L.P., a California limited partnership, PREMIER SUPPLY CHAIN IMPROVEMENT, INC., a Delaware corporation and PREMIER HEALTHCARE SOLUTIONS, INC., a Delaware corporation (collectively, the “Co-Borrowers”), PREMIER SERVICES, LLC, a Delaware limited liability company (“Holdings”) and the other Guarantors (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.
PREMIER, INC. [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 2013 • Premier, Inc. • Services-management services • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among PREMIER SUPPLY CHAIN IMPROVEMENT, INC. (the “Purchaser”), and GNYHA HOLDINGS, LLC (the “Seller”), and THE GUARANTORS NAMED HEREIN Dated as of November 25, 2016Membership Interest Purchase Agreement • November 28th, 2016 • Premier, Inc. • Services-management services • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (along with the exhibits and schedules hereto, this “Agreement”) is made as of November 25, 2016 by and among Premier Supply Chain Improvement, Inc., a Delaware corporation (the “Purchaser”), GNYHA Holdings, LLC, a New York limited liability company (the “Seller”), the Guarantor (as defined below) (solely for purposes of Sections 7 and 9.4 and the other provisions in which the Guarantor is named), and the Purchaser Guarantor (as defined below) (solely for purposes of Sections 7 and 9.5 and the other provisions in which Purchaser Guarantor is named). Certain terms used in this Agreement shall have the meaning ascribed to them in Section 10 hereof.
ASSET PURCHASE AGREEMENT by and among CONTIGO HEALTH, LLC, TRPN DIRECT PAY, INC., and DEVON HEALTH INC. Dated as of September 6, 2022Asset Purchase Agreement • September 7th, 2022 • Premier, Inc. • Services-management services • Delaware
THIS ASSET PURCHASE AGREEMENT (along with the exhibits and schedules hereto, this “Agreement”) is made as of September 6, 2022 (the “Effective Date”) by and among Contigo Health, LLC, an Ohio limited liability company (the “Purchaser”), TRPN Direct Pay Inc., a Nevada corporation (“TRPN Direct Pay”), and Devon Health Inc., a Nevada corporation (“Devon Health”) and, together with TRPN Direct Pay, the “Selling Companies” and each a “Selling Company”). Certain terms used in this Agreement shall have the meaning ascribed to them in Section 9 hereof.
SPECIAL RETENTION RESTRICTED STOCK UNIT AGREEMENTSpecial Retention Restricted Stock Unit Agreement • August 23rd, 2023 • Premier, Inc. • Services-management services
This Special Retention Restricted Stock Unit Agreement (the “Award Agreement”) evidences the grant to the Participant by Premier, Inc. (the “Company”) of the right to receive shares the Company’s Class A common stock, $0.01 par value (“Shares”), upon the terms and conditions provided for herein under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan, as amended (the “Plan”). Except as specifically set forth herein, the rights granted under this Award Agreement (the “Award”) are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
FORM OF PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
This Performance Share Agreement (the “Award Agreement”) evidences the grant to the Participant by Premier, Inc. (the “Company”) of the right to receive shares the Company’s Class A common stock, $0.01 par value (“Shares”) upon the terms and conditions provided for herein under the Premier, Inc. 2013 Equity Incentive Plan (the “Plan”). Except as specifically set forth herein, the rights granted under this Award Agreement (the “Award”) are expressly subject to all of the terms, definitions, and provisions of the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 16th, 2013 • Premier, Inc. • Services-management services • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of August 17, is by and among PREMIER, INC., a Delaware corporation (“Premier”), PREMIER PURCHASING PARTNERS, L.P., a California limited partnership (“Premier Purchasing”, and together with Premier, the “Borrowers”), the Domestic Subsidiaries of the Borrowers party hereto (collectively, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, (the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • June 11th, 2019 • Premier, Inc. • Services-management services
This FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made and entered into as of June 6, 2019, by and among Commcare Pharmacy – FTL, LLC, a Florida limited liability company (“Commcare”), Acro Pharmaceutical Services, LLC, a Pennsylvania limited liability company (“Acro” and together with Commcare, “Seller”), NS3 Health, LLC, a Florida limited liability company (“Equity Holder”), Premier, Inc., a Delaware corporation (“Premier”), and ProCare Pharmacy, L.L.C., a Rhode Island limited liability company (“Buyer”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 11th, 2020 • Premier, Inc. • Services-management services
This Agreement and Plan of Merger (this “Agreement”), dated as of August 11, 2020, by and among Premier Healthcare Alliance, L.P., a limited partnership organized under the laws of the State of California (“Premier LP”), BridgeCo, LLC, a limited liability company organized under the laws of the State of California (“BridgeCo”), and Premier, Inc., a corporation incorporated under the laws of the State of Delaware (“Premier”).
