Medassets Inc Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • November 28th, 2007 • Medassets Inc • Services-prepackaged software • Delaware

This Director and Officer Indemnification Agreement, dated as of , 2007 (this “Agreement”), is made by and between MedAssets, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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CREDIT AGREEMENT dated as of December 13, 2012 among MEDASSETS, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, BANK OF AMERICA, N.A., as Swing Line Lender J.P....
Credit Agreement • December 18th, 2012 • Medassets Inc • Services-prepackaged software • New York

This Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 13, 2012 among MedAssets, Inc., a Delaware corporation (the “Borrower”), each financial institution from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Bank of America, N.A. as Swing Line Lender, Deutsche Bank Securities Inc., as Syndication Agent, and Barclay Bank PLC, Morgan Stanley Senior Funding, Inc., SunTrust Robinson Humphrey, Inc., Raymond James Bank, FSB and Fifth Third Bank, as Co-Documentation Agents.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2015 • Medassets Inc • Services-prepackaged software • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of March 2015, by and between MedAssets, Inc., a Delaware corporation (the “Company”), and Anthony Colaluca (“Executive”).

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CREDIT AGREEMENT Dated as of October 23, 2006 among MEDASSETS, INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BNP PARIBAS, as...
Credit Agreement • August 24th, 2007 • Medassets Inc • New York

This CREDIT AGREEMENT is entered into as of October 23, 2006 among MEDASSETS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of this 22nd day of August, 2007, and amended as of this 2nd day of May 2011, by and between MedAssets, Inc., a Delaware corporation (the “Company”), and Jonathan H. Glenn (“Employee”).

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Shares MEDASSETS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2007 • Medassets Inc • Services-prepackaged software • New York
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AGREEMENT AND PLAN OF MERGER among MAGNITUDE PARENT HOLDINGS, LLC MAGNITUDE ACQUISITION CORP. and MEDASSETS, INC. Dated as of November 1, 2015
Agreement and Plan of Merger • November 2nd, 2015 • Medassets Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2015 (this “Agreement”), among Magnitude Parent Holdings, LLC, a Delaware limited liability company (“Parent”), Magnitude Acquisition Corp., a Delaware corporation and an indirect Wholly Owned Subsidiary of Parent (“Merger Sub”), and MedAssets, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2015 • Medassets Inc • Services-prepackaged software • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of February 2015, by and between MedAssets, Inc., a Delaware corporation (the “Company”), and R. Halsey Wise (“Executive”).

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CREDIT AGREEMENT dated as of November 16, 2010 among MEDASSETS, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, BARCLAYS CAPITAL and J.P. MORGAN...
Credit Agreement • November 19th, 2010 • Medassets Inc • Services-prepackaged software • New York

This Credit Agreement (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 16, 2010 among MedAssets, Inc., a Delaware corporation (the “Borrower”), each financial institution from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Barclays Bank PLC, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A., Fifth Third Bank and Raymond James Bank, FSB, as Co-Documentation Agents and General Electric Corporation as Senior Managing Agent.

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 28th, 2008 • Medassets Inc • Services-prepackaged software • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of May 22, 2008 (this “Amendment”) is entered into among MedAssets, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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STOCK APPRECIATION RIGHT GRANT NOTICE AND AGREEMENT
Stock Appreciation Right Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of Stock Appreciation Rights (each, a “SAR,” and together, the “SARs”) set forth below, pursuant the terms of this Stock Appreciation Right Grant Notice and Agreement (this “Grant Notice”). The SARs are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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MEDASSETS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This Amendment (“Amendment”) to the Agreement (defined below) is entered into as of December 11, 2013, by and among MedAssets, Inc. (the “Company”), and Mike Nolte (“Employee”).

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MEDASSETS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This Amendment (“Amendment”) to the Agreement (defined below) is entered into as of 14 July 2014, by and among MedAssets, Inc. (the “Company”), and Mike Nolte (“Employee”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 2008 • Medassets Inc • Services-prepackaged software • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of April 29, 2008, to the Amended and Restated Registration Rights Agreement dated as of October 19, 2007 (the “Registration Rights Agreement”), among MedAssets, Inc., a Delaware corporation (the “Company”), and the Investors listed therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

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MEDASSETS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This Amendment (“Amendment”) to the Agreement (defined below) is entered into as of December 11, 2013, by and among MedAssets, Inc. (the “Company”), and Rand Ballard (“Employee”).

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MedAssets, Inc. MedAssets, Inc. Long-Term Performance Incentive Plan Performance Restricted Stock Unit Award Agreement
Medassets Inc • March 2nd, 2015 • Services-prepackaged software • Delaware

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of PRSUs by MedAssets, Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the Plan. The PRSUs are subject to all of the terms and conditions set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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MedAssets, Inc. MedAssets, Inc. Long-Term Performance Incentive Plan Restricted Stock Unit Award Agreement Date of Grant: Vesting: RSUs shall be subject to time-based vesting restrictions
Restricted Stock Unit Award Agreement • March 2nd, 2015 • Medassets Inc • Services-prepackaged software • Delaware

THIS AGREEMENT, effective as of the Date of Grant, represents the grant of RSUs by MedAssets, Inc., a Delaware corporation (the “Company”), to the Participant named above, pursuant to the Plan. The RSUs are subject to all of the terms and conditions set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

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April 29, 2008 MedAssets, Inc. 100 North Point Center East, Suite 200 Alpharetta, Georgia 30022
Credit Agreement • April 30th, 2008 • Medassets Inc • Services-prepackaged software

Re: Credit Agreement dated as of October 23, 2006 (as amended or modified from time to time, the “Credit Agreement”) by and among MedAssets, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Credit Agreement.

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • February 17th, 2015 • Medassets Inc • Services-prepackaged software • Georgia

THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”), effective as of February 17, 2015 (the “Effective Date”), is made by and between MedAssets, Inc., a Delaware corporation (the “Company”), and John A. Bardis (“Consultant”).

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RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Restricted Stock Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set forth below, pursuant the terms of this Restricted Stock Grant Notice and Agreement (this “Grant Notice”). The Restricted Stock is subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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MEDASSETS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2007 • Medassets Inc • Services-prepackaged software • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2007, among the investors listed on Schedule I hereto (the “Investors”) and MedAssets, Inc., a Delaware corporation (the “Company”).

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MEDASSETS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This Amendment (“Amendment”) to the Agreement (defined below) is entered into as of 26 June 2014, by and among MedAssets, Inc. (the “Company”), and Rand Ballard (“Employee”).

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MedAssets Services, LLC Separation and Release Agreement PLEASE READ CAREFULLY BEFORE SIGNING THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
Separation and Release Agreement • January 6th, 2015 • Medassets Inc • Services-prepackaged software

This document sets forth the terms of the agreement between you and the Company relating to your separation from employment (the “Agreement”). This Agreement is between you on the one hand, and MedAssets, Inc., MedAssets Services, LLC, and their subsidiaries and affiliates (collectively, the “Company”) on the other hand. By signing this Agreement, you and the Company are agreeing to all of the following terms, conditions, representations, promises, and acknowledgements:

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STOCK PURCHASE AGREEMENT BY AND AMONG BROADLANE INTERMEDIATE HOLDINGS, INC., BROADLANE HOLDINGS, LLC, AND MEDASSETS, INC. DATED AS OF SEPTEMBER 14, 2010
Stock Purchase Agreement • September 20th, 2010 • Medassets Inc • Services-prepackaged software • New York

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2010, is made by and among Broadlane Intermediate Holdings, Inc., a Delaware corporation (the “Company”), Broadlane Holdings, LLC, a Delaware limited liability company (“Seller”), and MedAssets, Inc., a Delaware corporation (“Buyer”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among MICHAEL A. SACHS, MICHAEL J. BURKE, MICHAEL A. SACHS CHARITABLE REMAINDER UNITRUST, MICHAEL J. BURKE TRUST DATED SEPTEMBER 5, 2002, SG-2 MANAGEMENT, LLC SG-2 MANAGEMENT B, LLC SG-2, LLC MICHAEL A....
Membership Interest Purchase Agreement • August 13th, 2014 • Medassets Inc • Services-prepackaged software

This Membership Interest Purchase Agreement, dated as of August 13, 2014, by and among Michael A. Sachs, an individual (“Sachs”), Michael J. Burke, an individual (“Burke”), Michael A. Sachs Charitable Remainder Unitrust (“Sachs Trust”), Michael J. Burke Trust Dated September 5, 2002 (“Burke Trust”), SG-2 Management, LLC (“Mgmt.”), an Illinois limited liability company, and SG-2, Management B, LLC (“Mgmt. B”), an Illinois limited liability company (each of Sachs, Burke, Sachs Trust, Burke Trust, Mgmt. and Mgmt. B, a “Seller” and together the “Sellers”), Sachs, in his capacity as the Sellers’ Representative (the “Sellers’ Representative”), SG-2, LLC, an Illinois limited liability company (the “Company”) and MedAssets, Inc., a Delaware corporation (the “Purchaser”). A term with its initial letter capitalized or initial letters capitalized that is used but not defined in this Agreement has the meaning assigned to that term in ANNEX B.

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MEDASSETS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2014 • Medassets Inc • Services-prepackaged software • Georgia

This Amendment (“Amendment”) to the Agreement (defined below) is entered into as of December 11, 2013, by and among MedAssets, Inc. (the “Company”), and John Bardis (“Employee”).

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Excerpts from the Preliminary confidential offering memorandum, dated as of November 2, 2010.] Unless otherwise indicated or the context otherwise requires, the terms “MedAssets,” “we,” “our,” “us,” and the “company” refer to MedAssets, Inc. and its...
Stock Purchase Agreement • November 3rd, 2010 • Medassets Inc • Services-prepackaged software

This summary highlights selected information about us and this offering which is contained elsewhere in this offering memorandum. This summary is not complete and does not contain all of the information that you should consider before investing in the notes. You should read the entire offering memorandum carefully, especially the section describing the risks of investing in our notes captioned “Risk factors,” MedAssets’ consolidated financial statements and accompanying footnotes thereto and the unaudited pro forma condensed combined financial information included elsewhere in this offering memorandum, before making any investment decision.

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MedAssets Separation and Release Agreement PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
Separation and Release Agreement • September 7th, 2011 • Medassets Inc • Services-prepackaged software

The purpose of this document is to set forth the terms and conditions of the Separation Agreement (the “Agreement”) between you and MedAssets, Inc. and MedAssets Services, LLC (collectively, the “Company”) with respect to the termination of your employment.

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RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Restricted Stock Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set forth below, pursuant the terms of this Restricted Stock Grant Notice and Agreement (this “Grant Notice”). The Restricted Stock is subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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AGREEMENT AND PLAN OF MERGER by and among ACCURO, L.L.C., ACCURO HEALTHCARE SOLUTIONS, INC., MEDASSETS, INC., ASTON ACQUISITION I, INC., ASTON ACQUISITION II, LLC, the Signing Sellers party hereto, and WELSH, CARSON, ANDERSON & STOWE IX, L.P., in its...
Agreement and Plan of Merger • April 30th, 2008 • Medassets Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2008, is made by and among Accuro, L.L.C., a Texas limited liability company (the “Company”), Accuro Healthcare Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Accuro”), MedAssets, Inc., a Delaware corporation (“Parent”), Aston Acquisition I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “First Merger Subsidiary”), Aston Acquisition II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (the “Second Merger Subsidiary”), those Persons identified on the signature pages hereto as a Signing Seller (each, a “Signing Seller” and collectively, the “Signing Sellers”) and Welsh, Carson, Anderson & Stowe IX, L.P., in its capacity as Representative (as hereinafter defined).

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FIRST INCREASE JOINDER TO CREDIT AGREEMENT
Credit Agreement • September 12th, 2014 • Medassets Inc • Services-prepackaged software • New York

FIRST INCREASE JOINDER TO CREDIT AGREEMENT, dated as of September 8, 2014 (this “First Increase Joinder”), by and among MEDASSETS, INC., a Delaware corporation (the “Borrower”), each Guarantor, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the lenders set forth on Exhibit A attached hereto (in such capacity, the “Incremental Revolving Lenders”) and each other Lender (as defined below) party hereto.

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