FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 12th, 2013 • Premier, Inc. • Services-management services • California
This Amended and Restated Limited Partnership Agreement (this “Agreement”) of Premier Healthcare Alliance, L.P. is entered into 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.
FORM OF CONTRIBUTION AGREEMENTContribution Agreement • August 12th, 2013 • Premier, Inc. • Services-management services • California
This CONTRIBUTION AGREEMENT (this “Agreement”) 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 (“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 Stockholder. Premier, Inc. and Premier LP are collectively referred to in this Agreement as “Premier.”
FORM OF TAX RECEIVABLE AGREEMENT among PREMIER, INC. AND THE LIMITED PARTNERS OF PREMIER HEALTHCARE ALLIANCE, L.P.Tax Receivable Agreement • August 12th, 2013 • Premier, Inc. • Services-management services • Delaware
This TAX RECEIVABLE AGREEMENT (the “Agreement”) 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.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) 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.
FORM OF EXCHANGE AGREEMENTExchange Agreement • August 12th, 2013 • Premier, Inc. • Services-management services • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) 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.
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 12th, 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.
SECURITY AGREEMENTSecurity Agreement • August 12th, 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 12th, 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 12th, 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 12th, 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”;
