Premier, Inc. Sample Contracts

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
Senior 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”).

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 23rd, 2023 • 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 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.

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • August 23rd, 2019 • 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 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.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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 AGREEMENT
Limited 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.

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 AGREEMENT
Registration 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.

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services • North Carolina

I, David Hargraves, 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.

STOCK OPTION AGREEMENT
Stock Option Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services
EXCHANGE AGREEMENT
Exchange 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 AGREEMENT
Consulting 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”.

FORM OF CONTRIBUTION AGREEMENT
Form of 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.”

EXECUTIVE EMPLOYMENT AGREEMENT
Executive 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.

FORM OF STOCK PURCHASE AGREEMENT
Form of 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.

PREMIER, INC. 4,033,198 Shares of Class A Common Stock Underwriting Agreement
Premier, Inc. • November 16th, 2015 • 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”.

EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT
Employment and Restrictive Covenant Agreement • November 7th, 2023 • Premier, Inc. • Services-management services • North Carolina

I, Crystal Climer, hereby agree to be employed by Premier Healthcare Solutions, Inc. (the “Company”) and the Company hereby agrees to employ me, subject to the following terms and conditions (the “Agreement”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 23rd, 2017 • Premier, Inc. • Services-management services
RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Unit Agreement • February 6th, 2024 • Premier, Inc. • Services-management services
SPECIAL RESTRICTED STOCK UNIT AGREEMENT
Special 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 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”).

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
Form of 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”).

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”;

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 AGREEMENT
Restricted 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 Agreement
Premier, Inc. • September 16th, 2013 • 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, 2016
Membership 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, 2022
Asset 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 AGREEMENT
Special 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 DIRECTORS
Restricted Stock Unit Agreement • August 26th, 2013 • Premier, Inc. • Services-management services
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.

FIRST AMENDMENT TO LOAN AGREEMENT
Loan 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 AGREEMENT
Asset 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”).

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