0001047469-13-008658 Sample Contracts

FORM OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
Senior Executive Employment Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • North Carolina

THIS SENIOR EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and among Susan D. DeVore (“Executive”) and 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”) (each and collectively defined and referred to herein as a “Party” and the “Parties”).

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FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • August 26th, 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.

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FORM OF CONTRIBUTION AGREEMENT
Contribution Agreement • August 26th, 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.”

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FORM OF TAX RECEIVABLE AGREEMENT among PREMIER, INC. AND THE LIMITED PARTNERS OF PREMIER HEALTHCARE ALLIANCE, L.P.
Tax Receivable Agreement • August 26th, 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.

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 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.

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FORM OF EXCHANGE AGREEMENT
Exchange Agreement • August 26th, 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.

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FORM OF STOCK PURCHASE AGREEMENT
Stock 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.

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SECURITY AGREEMENT
Security 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”).

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FORM OF GPO PARTICIPATION AGREEMENT Between Premier Purchasing Partners, L.P. and
Gpo 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”).

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FORM OF UNIT PUT/CALL AGREEMENT
Unit 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”).

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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 28277
Lease • 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”;

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FORM OF VOTING TRUST AGREEMENT RELATING TO SHARES OF CLASS B COMMON STOCK OF PREMIER, INC.
Voting Trust Agreement • August 26th, 2013 • Premier, Inc. • Services-management services • Delaware

THIS VOTING TRUST AGREEMENT (this “Agreement”), dated , 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”).

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FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
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FORM OF PERFORMANCE SHARE AWARD AGREEMENT
Performance 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.

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FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
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FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
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