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.
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.
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”).
UNIT PUT/CALL AGREEMENTUnit Put/Call Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
This UNIT PUT/CALL AGREEMENT (the “Agreement”) is effective as of July 1, 2013 (the “Effective Date”) by and among Premier, Inc., a Delaware corporation, as purchaser (“Premier”), and each of Premier Healthcare Solutions, Inc., a Delaware corporation, Premier Purchasing Partners, L.P., a California limited partnership (together with its successors and assigns, “Premier LP”), and each of the other Persons listed on Schedule I hereto, as sellers (each a “Seller” and collectively, the “Sellers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 7th, 2013 • Premier, Inc. • Services-management services • Delaware
This STOCK PURCHASE AGREEMENT (this “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 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.
