Tax Receivable Agreement Sample Contracts

TAX RECEIVABLE AGREEMENT by and among FOCUS FINANCIAL PARTNERS INC., THE TRA HOLDERS and THE AGENT DATED AS OF MARCH 25, 2020
Tax Receivable Agreement • March 27th, 2020 • Focus Financial Partners Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 25, 2020, is hereby entered into by and among Focus Financial Partners Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agent.

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TAX RECEIVABLE AGREEMENT among CLEAR SECURE, INC., and THE PERSONS NAMED HEREIN Dated as of [●], 2021
Tax Receivable Agreement • June 23rd, 2021 • Clear Secure, Inc. • Services-prepackaged software • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Clear Secure, Inc., a Delaware corporation (the “Corporate Taxpayer”), Alclear Investments, LLC, a Delaware limited liability company, and Alclear Investments II, LLC, a Delaware limited liability company (together with their direct and indirect equity owners, the “Founder Entities”) each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding the Corporate Taxpayer, the “Members”).

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Tax Receivable Agreement between DIRECT DIGITAL HOLDINGS, Inc. and THE PERSONS NAMED HEREIN Dated as of February 15, 2022
Tax Receivable Agreement • February 16th, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of February 15, 2022, and is between Direct Digital Holdings, Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo (each as defined below), a “TRA Party” and together the “TRA Parties”).

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TAX RECEIVABLE AGREEMENT by and among BIOVENTUS INC. BIOVENTUS LLC and the MEMBERS (as defined herein) Dated as of February 16, 2021
Tax Receivable Agreement • February 17th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 16, 2021, is hereby entered into by and among Bioventus Inc., a Delaware corporation (the “Corporation”), Bioventus LLC, a Delaware limited liability company (the “LLC”) and Smith & Nephew, Inc., a Delaware corporation (“S&N”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.

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TAX RECEIVABLE AGREEMENT dated as of June 30, 2023
Tax Receivable Agreement • July 6th, 2023 • GEN Restaurant Group, Inc. • Retail-eating places • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 30, 2023, is entered into by and among GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), GEN Restaurant Companies, LLC, a Delaware limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.

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AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011
Tax Receivable Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of November 2, 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), Beagle Parent LLC, a Delaware limited liability company (the “BX ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.

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TAX RECEIVABLE AGREEMENT BY AND AMONG ALLVUE SYSTEMS HOLDINGS, INC., CERTAIN OTHER PERSONS NAMED HEREIN, AND THE AGENT DATED AS OF [●], 2021
Tax Receivable Agreement • September 3rd, 2021 • Allvue Systems Holdings, Inc. • Services-prepackaged software • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2021 is hereby entered into by and among Allvue Systems Holdings, Inc., a Delaware corporation (the “Corporation”), Bluefin Topco LLC (the “Company”), the parties set forth in Schedule A, and the Agent.

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AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT between TPG INC., TPG OPCO HOLDINGS, L.P., TPG OPERATING GROUP II, L.P., and THE PERSONS NAMED HEREIN Dated as of November 1, 2023
Tax Receivable Agreement • November 2nd, 2023 • TPG Inc. • Investment advice • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of November 1, 2023, and is hereby entered into by and among TPG Inc., a Delaware corporation (including any successor corporation, “PubCorp”), TPG OpCo Holdings, L.P., a Delaware limited partnership (“Buyer”), TPG Operating Group II, L.P., a Delaware limited partnership (the “Partnership”), and each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCorp, Buyer and the Partnership, a “TRA Party” and together the “TRA Parties”).

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TAX RECEIVABLE AGREEMENT (KKR CO-INVEST REORGANIZATION) between GODADDY INC., and GDG CO-INVEST BLOCKER L.P. Dated as of March 31, 2015
Tax Receivable Agreement • April 6th, 2015 • GoDaddy Inc. • Services-computer integrated systems design • New York

This TAX RECEIVABLE AGREEMENT (KKR CO-INVEST REORGANIZATION) (this “Agreement”), dated as of March 31, 2015, is hereby entered into by and between GoDaddy Inc., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the “Corporate Taxpayer”), and GDG Co-Invest Blocker L.P., a Delaware limited partnership (the “TRA Party”).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 27th, 2013 • Truett-Hurst, Inc. • Beverages • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [__], 2013, is hereby entered into by and among Truett-Hurst, Inc., a Delaware corporation (the “Corporation”), H.D.D. LLC, a California limited liability company (the “LLC”), and each of the Members (as defined herein).

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TAX RECEIVABLE AGREEMENT among THUNDER BRIDGE II SURVIVING PUBCO, INC. AND ITS SUCCESSORS and THE PERSONS NAMED HEREIN Dated as of June 10, 2021
Tax Receivable Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 10, 2021, is hereby entered into by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (the “Corporate Taxpayer”), each Person identified on Schedule A hereto (the “TRA Parties”) and the TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Article I hereof.

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TAX RECEIVABLE AGREEMENT among BRP GROUP, INC., BALDWIN RISK PARTNERS, LLC, and THE PERSONS NAMED HEREIN Dated as of October 28, 2019
Tax Receivable Agreement • October 31st, 2019 • BRP Group, Inc. • Insurance agents, brokers & service • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 28, 2019, is hereby entered into by and among BRP Group, Inc., a Delaware corporation (the “Corporate Taxpayer”), Baldwin Risk Partners, LLC, a Delaware limited liability company (“OpCo”), each of the Members (as defined below) from time to time party hereto, and each of the successors and assigns hereto.

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TAX RECEIVABLE AGREEMENT by and among FALCON’S BEYOND GLOBAL, INC. FALCON’S BEYOND GLOBAL, LLC THE TRA HOLDER REPRESENTATIVE (as defined herein), the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as...
Tax Receivable Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2023, is entered into by and among Falcon’s Beyond Global, Inc., a Delaware corporation, formerly known as Palm Holdco, Inc. (the “Corporation”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Exchange TRA Holders (as defined below) from time to time made party hereto (collectively, the “TRA Holders”).

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Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
Tax Receivable Agreement • January 16th, 2024 • Smith Douglas Homes Corp. • Operative builders

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 10, 2024, is hereby entered into by and among Smith Douglas Homes Corp., a Delaware corporation (the “Corporation”), Smith Douglas Holdings LLC, a Delaware limited liability company (the “LLC”) and each of the TRA Parties.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • November 4th, 2014 • Fifth Street Asset Management Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 29, 2014, is hereby entered into by and among Fifth Street Asset Management Inc. (the “Corporation”), Fifth Street Holdings L.P., (“Holdings”), Leonard M. Tannenbaum, Bernard D. Berman, Ivelin M. Dimitrov, the Tannenbaum Family 2012 Trust, the Bernard D. Berman 2012 Trust and FSC CT II, Inc.

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TAX RECEIVABLE AGREEMENT by and among Verde Clean Fuels, Inc., CERTAIN OTHER PERSONS NAMED HEREIN, and Agent DATED AS OF FEBRUARY 15, 2023 TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 15, 2023, is hereby entered into by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.), a Delaware corporation (“PubCo”), the TRA Holders and the Agent.

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TAX RECEIVABLE AGREEMENT (MERGERS) among VIRTU FINANCIAL, INC., SLP III EW FEEDER I, L.P. and HAVELOCK FUND INVESTMENTS PTE LTD.
Tax Receivable Agreement • May 29th, 2015 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • Delaware

This TAX RECEIVABLE AGREEMENT (MERGERS) (as amended from time to time, this “Agreement”), dated as of April 15, 2015, is hereby entered into by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), SLP III EW Feeder I, L.P., a Delaware limited partnership (the “SLP Stockholder”), and Havelock Fund Investments Pte Ltd., a Singapore private limited company (the “Temasek Stockholder”, and together with the SLP Stockholder, the “Stockholders”), and each of the successors and assigns thereto.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • April 22nd, 2014 • Moelis & Co • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 15, 2014, is hereby entered into by and among Moelis & Company, a Delaware corporation (the “Corporation”), Moelis Holdings Feeder, Inc., a Delaware corporation (“Feeder”), Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”), and each of the Partners listed on Schedule 1 hereto.

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TAX RECEIVABLE AGREEMENT by and among BRIDGE INVESTMENT GROUP HOLDINGS INC. BRIDGE INVESTMENT GROUP HOLDINGS LLC and THE MEMBERS (AS DEFINED HEREIN) FROM TIME TO TIME PARTY HERETO Dated as of ___________, 2021
Tax Receivable Agreement • July 2nd, 2021 • Bridge Investment Group Holdings Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ___________, 2021 is hereby entered into by and among Bridge Investment Group Holdings Inc., a Delaware corporation (the “Corporation”), Bridge Investment Group Holdings LLC, a Delaware limited liability company (“Bridge Holdings”), and each of the Members (as defined herein).

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TAX RECEIVABLE AGREEMENT by and among VERITIV CORPORATION and UWW HOLDINGS, LLC Dated as of July 1, 2014
Tax Receivable Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2014, is hereby entered into by and among Veritiv Corporation, a Delaware corporation (“Spinco”) and UWW Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the “Representative”).

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FORM OF TAX RECEIVABLE AGREEMENT by and among loanDepot, Inc., and the Recipients that are parties hereto dated as of February 11, 2021
Tax Receivable Agreement • February 16th, 2021 • loanDepot, Inc. • Finance services • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 11, 2021, is hereby entered into by and among loanDepot, Inc., a Delaware corporation (the “Corporation”), LD Holdings Group LLC, a Delaware limited liability company (“loanDepot”), and the initial Recipients identified below. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 5, 2014, is hereby entered into by and among Malibu Boats, Inc., a Delaware corporation (the “Corporation”), Malibu Boats Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).

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TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., GA ITR HOLDCO, L.P., and GA-H&F ITR HOLDCO, L.P. Dated as of August 17, 2009
Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), GA ITR Holdco, L.P., a Delaware limited partnership (the “GA ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.

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FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • May 8th, 2023 • Ares Management Corp • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 1, 2023 (the “Effective Date”), is entered into by and among Ares Management Corporation, a Delaware corporation (the “Parent”), Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), all other Persons (as defined herein) in which the Parent or any of its Subsidiaries (as defined herein) acquires a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7.12 (together with Ares Holdings, the “Partnerships”), Ares Owners Holdings L.P., a Delaware limited partnership (“AOH”), Alleghany Insurance Holdings LLC, a Delaware limited liability company (“Alleghany”) and each of the parties set forth on Schedule A maintained by the Parent (the “Limited Partners” and together with AOH and Alleghany, the “TRA Holders”).

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FORM OF TAX RECEIVABLE AGREEMENT between VINE RESOURCES INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2017
Tax Receivable Agreement • April 10th, 2017 • Vine Resources Inc. • Crude petroleum & natural gas • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), Vine Investment LLC, a Delaware limited liability company (“Vine Investment”), and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).

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TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • March 10th, 2017 • Hamilton Lane INC • Investment advice • Pennsylvania

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 6, 2017, is hereby entered into by and among Hamilton Lane Incorporated, a Delaware corporation (the “Corporation”), Hamilton Lane Advisors, L.L.C., a Pennsylvania limited liability company (“HLA”), and each of the HLA Members (as defined below).

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TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) among NORCRAFT COMPANIES, INC. and EACH SHAREHOLDER OF TRIMARAN CABINET CORP. Dated as of November 13, 2013
Tax Receivable Agreement • March 31st, 2014 • Norcraft Companies, Inc. • Millwood, veneer, plywood, & structural wood members • Delaware

This TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) (“Agreement”), dated as of November 13, 2013 and effective simultaneously with the Norcraft Contribution (as that term is defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (“Corporate Taxpayer”), each Shareholder (as defined below), and each of the successors and assigns thereto.

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TAX RECEIVABLE AGREEMENT by and among PROFRAC HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF MAY 17, 2022
Tax Receivable Agreement • May 18th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 17, 2022, is hereby entered into by and among ProFrac Holding Corp., a Delaware corporation (“ProFrac Corp.”), the TRA Holders and the Agents.

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TAX RECEIVABLE AGREEMENT among UCP, INC. UCP, LLC and PICO HOLDINGS, INC Dated as of July 23, 2013
Tax Receivable Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware

TAX RECEIVABLE AGREEMENT, dated as of July 23, 2013 (this “Agreement”), among UCP, Inc., a Delaware corporation (“UCP, Inc.”), UCP, LLC, a Delaware limited liability company (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”). Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.

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TAX RECEIVABLE AGREEMENT by and among Adapthealth Corp., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF November 8, 2019
Tax Receivable Agreement • November 14th, 2019 • AdaptHealth Corp. • Blank checks • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 8, 2019, is hereby entered into by and among AdaptHealth Corp., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income and applicable state and local Tax purposes, and assuming for this purpose that all available elections to file consolidated tax returns have been made, the “Corporate Taxpayer”), AdaptHealth Holdings LLC, a Delaware limited liability company (the “Company”), the TRA Holders and the Agent.

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TAX RECEIVABLE AGREEMENT by and among WL ROSS HOLDING CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF JUNE 9, 2016
Tax Receivable Agreement • June 15th, 2016 • Nexeo Solutions, Inc. • Industrial organic chemicals • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 9, 2016, is hereby entered into by and among WL Ross Holding Corp., a Delaware corporation (the “Parent Corporation”), TPG VI Neon II, L.P., a Delaware limited partnership (“TPG Unblocked Partnership”), TPG VI FOF Neon, L.P., a Delaware limited partnership (“TPG FOF Partnership”), Nexeo Holdco, LLC, a Delaware limited liability company (“New Holdco”), TPG VI AIV SLP SD, LP, a Delaware limited partnership (“TPG GP”), TPG VI DE BDH, LP, a Delaware limited partnership (“TPG Blocker Owner”) and the Agent.

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TAX RECEIVABLE AGREEMENT between AMERICAN RENAL ASSOCIATES HOLDINGS, INC. and CENTERBRIDGE CAPITAL PARTNERS, L.P. Dated as of April 26, 2016
Tax Receivable Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of April 26, 2016, and is between American Renal Associates Holdings, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), and Centerbridge Capital Partners, L.P., a Delaware limited partnership (the “Stockholder Representative”). This Agreement shall be effective as of the IPO Date (as defined below).

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AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • August 9th, 2016 • Apollo Global Management LLC • Investment advice • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 6, 2013, is hereby entered into by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Principal Holdings VI, a Delaware limited partnership (“Apollo Principal VI”), Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal VIII”), AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH Holdings”) (together with all other Persons (as defined herein) in which APO Corp. acquires a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the undersigned parties hereto identified as “Holders”.

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TAX RECEIVABLE AGREEMENT (EXCHANGES)
Tax Receivable Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of March 12, 2013 and effective upon the effectiveness of the Partnership Agreement (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), and each LP Unit Holder (as defined below), and each of the successors and assigns thereto.

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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.

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