TABULA RASA HEALTHCARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 12, 2019 1.75% Convertible Senior Subordinated Notes due 2026Indenture • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New York
INDENTURE dated as of February 12, 2019 between TABULA RASA HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER By and Among LOCKE BUYER, LLC, LOCKE MERGER SUB, INC. and TABULA RASA HEALTHCARE, INC. Dated as of August 5, 2023Merger Agreement • August 7th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2017 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on April 1, 2017, (the “Effective Date”) by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”) and Brian W. Adams (the “Executive”), collectively referred to herein as the “Parties.”
From: Citibank, N.A.Warrant Agreement • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New York
To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement, effective as of September 13, 2022 (this “Agreement”), is made by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”) and Jonathan Schwartz (“Indemnitee”).
From: Citibank, N.A.Base Call Option Transaction • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )
MASTER LEASE AGREEMENT (the “Master Lease”)Master Lease Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
CHANGE-IN-CONTROL AND SEVERANCE AGREEMENTChange-in-Control and Severance Agreement • August 8th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New Jersey
THIS CHANGE-IN-CONTROL AND SEVERANCE AGREEMENT (this “Agreement”), initially entered into by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”) and [___] (the “Executive” and collectively with the Company referred to herein as the “Parties)” on [__] (the “Effective Date”).
From: Citibank, N.A.Call Option Transaction • February 12th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
To: Tabula Rasa HealthCare, Inc. 228 Strawbridge Drive, Suite 100 Moorestown, NJ 08057 Attention: Chief Financial Officer Telephone No.: Facsimile No.: (856) 273-0254 (with such fax to be confirmed by telephone to (888) 974-2763, extension: )
RIGHTS AGREEMENT by and between TABULA RASA HEALTHCARE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent, Dated as of July 25, 2022Rights Agreement • July 26th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New York
● the close of business on the tenth (10th) business day (or such later date as may be determined from time to time by action of a majority of the Board prior to the Distribution Date that would otherwise have occurred) following the first date of public announcement that any person, together with such person’s Related Persons (as defined below) (other than the Company or certain related entities), has become the beneficial owner of ten percent (10%) or more of the then outstanding Common Shares (other than as a result of repurchases of Common Shares by the Company, certain stock option or restricted stock grants by the Company or the exercise or conversion thereof, certain inadvertent acquisitions or purchases of Common Shares directly from the Company) (such person, an “Acquiring Person”) or that discloses information which reveals the existence of an Acquiring Person; provided, however, that stockholders who beneficially own ten percent (10%) or more of the outstanding Common Shares
STOCKHOLDERS AGREEMENTStockholders Agreement • July 21st, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (“Agreement”) is entered into as of June 30, 2014, by and among Tabula Rasa Healthcare, Inc., a Delaware corporation (the “Company”), the persons signatories hereto opposite the “Common Holders” and “Additional Common Holders” headings on such signature pages (each, a “Common Holder” and collectively, the “Common Holders”), and the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
Tabula Rasa Healthcare, Inc. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: December 5, 2017Underwriting Agreement • December 6th, 2017 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New York
ASSET PURCHASE AGREEMENT dated as of April 22, 2014 by and among Capstone Performance Systems, LLC (Delaware), CareKinesis, Inc., Capstone Performance Systems, LLC (Colorado), PPS Holdings, Inc. and David M. Reyes and Ronda L. Hackbart-ReyesAsset Purchase Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of April, 2014 (the “Effective Date”) by and among Capstone Performance Systems, LLC, a Delaware limited liability company (the “Purchaser”), CareKinesis, Inc., a Delaware corporation (“Parent”), Capstone Performance Systems, LLC, a Colorado limited liability company (the “Seller”), PPS Holdings, Inc., a Colorado corporation (“Seller Parent”), and David M. Reyes and Ronda L. Hackbart-Reyes (together, the “Shareholders”, and together with the Seller and Seller Parent, the “Seller Parties”).
STOCK PURCHASE AGREEMENT dated as of November 27, 2013 by and between CAREKINESIS, INC. and GARY TOMStock Purchase Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of November, 2013 by and between CareKinesis, Inc., a Delaware corporation (the “Purchaser”), and Gary Tom (the “Seller”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of December 31, 2014 by and between TABULA RASA HEALTHCARE, INC., FRED SMITH III, OLDS FAMILY 2002 TRUST, STEPHEN F. OLDS AND, SOLELY FOR THE LIMITED PURPOSES SET FORTH HEREIN, THOMAS OLDS, JR.Membership Interest Purchase Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2014 by and between Tabula Rasa Healthcare, Inc., a Delaware corporation (the “Purchaser”), and Fred Smith III, Olds Family 2002 Trust, created under declaration of trust dated June 3, 2002, as amended, and Stephen F. Olds (each, a “Seller” and collectively, the “Sellers”) and, solely for the limited purposes set forth herein, Thomas Olds, Jr. (“T. Olds”)
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 7th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
THIS INVESTOR RIGHTS AGREEMENT (“Agreement”) is entered into as of June 30, 2014, by and among Tabula Rasa Healthcare, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • February 8th, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Loan and Security Modification Agreement (this “Amendment”), is entered into as of October 19, 2018, by and among (i) CAREKINESIS, INC., a Delaware corporation (“CareKinesis”), TABULA RASA HEALTHCARE, INC., a Delaware corporation (“Parent”), CAREVENTIONS, INC., a Delaware corporation (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, a Delaware limited liability company (“Capstone”), J. A. ROBERTSON, INC., a California corporation (“Robertson”), MEDLIANCE LLC, an Arizona limited liability company (“Medliance”), CK SOLUTIONS, LLC, a Delaware limited liability company (“CK Solutions”), TRSHC HOLDINGS, LLC, a Delaware limited liability company (“TRSHC”), SINFONIARX, INC., an Arizona corporation (“SinfoniaRX”) ; TRHC MEC HOLDINGS, LLC, a Delaware limited liability company (“TRHC”), MEDITURE LLC, a Minnesota limited liability company (“Mediture”), and ECLUSIVE L.L.C., a Minnesota limited liability company (“eClusive”; Parent, CareKinesis, Careventions, Capstone, Robertson, Medliance,
SIXTH AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 18th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Sixth Amendment (this “Amendment”) to the Restricted Stock Grant Agreement, dated September 28, 2016, between Tabula Rasa HealthCare, Inc. (the “Company”) and Dr. Calvin Knowlton (the “Grantee”), as previously amended on June 12, 2017, May 30, 2018, May 2, 2019, February 24, 2020, and November 29, 2021 (the “Restricted Stock Grant Agreement”), is made, entered into and effective on this 13th day of May 2022 (the “Effective Date”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • September 19th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Loan and Security Modification Agreement is entered into as of September 15, 2016 by and between WESTERN ALLIANCE BANK (“Bank”), and CAREKINESIS, INC. (“CareKinesis”), TABULA RASA HEALTHCARE, INC., (“Parent”), CAREVENTIONS, INC., (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, (“Capstone”), J. A. ROBERTSON, INC. (“Robertson”), MEDLIANCE LLC (“Medliance”) and CK Solutions, LLC (“CK Solutions”). Parent, CareKinesis, Careventions, Capstone, Robertson, Medliance and CK Solutions are each referred to herein as a “Borrower”, and collectively, as the “Borrowers”.
TABULA RASA HEALTHCARE, INC., CAREKINESIS, INC., CAREVENTIONS, INC., CAPSTONE PERFORMANCE SYSTEMS, LLC, J. A. ROBERTSON, INC., AND MEDLIANCE LLC BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 29, 2015, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and CAREKINESIS, INC., a Delaware corporation (“CareKinesis”), TABULA RASA HEALTHCARE, INC., a Delaware corporation (“Parent”), CAREVENTIONS, INC., a Delaware corporation (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, a Delaware limited liability company (“Capstone”), J. A. ROBERTSON, INC., a California corporation (“Robertson”) and MEDLIANCE LLC, an Arizona limited liability company (“Medliance”). Parent, CareKinesis, Careventions, Capstone, Robertson and Medliance are each referred to herein as a “Borrower”, and collectively, as the “Borrowers”.
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • July 21st, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Loan and Security Modification Agreement is entered into as of July 1, 2016 by and between WESTERN ALLIANCE BANK, as successor in interest to Bridge Bank, National Association (“Bank”), and CAREKINESIS, INC. (“CareKinesis”), TABULA RASA HEALTHCARE, INC., (“Parent”), CAREVENTIONS, INC., (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, (“Capstone”), J. A. ROBERTSON, INC. (“Robertson”) and MEDLIANCE LLC (“Medliance”). Parent, CareKinesis, Careventions, Capstone, Robertson and Medliance are each referred to herein as a “Borrower”, and collectively, as the “Borrowers”.
ContractSubordinated Convertible Promissory Note • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE, NOR ANY PORTION THEREOF, NOR ANY INTEREST THEREIN, MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS.
EXECUTIVE TRANSITION AND SEPARATION AGREEMENTExecutive Transition and Separation Agreement • September 14th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New Jersey
This Executive Transition and Separation Agreement (this “Agreement”), is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Dr. Orsula V. Knowlton (“you”) and Tabula Rasa Healthcare, Inc. (together with its wholly owned subsidiaries and affiliates, the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement, effective as of [●], 20[●] (this “Agreement”), is made by and between Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • January 2nd, 2019 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Loan and Security Modification Agreement (this “Amendment”), is entered into as of December 31, 2018, by and among (i) CAREKINESIS, INC., a Delaware corporation (“CareKinesis”), TABULA RASA HEALTHCARE, INC., a Delaware corporation (“Parent”), CAREVENTIONS, INC., a Delaware corporation (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, a Delaware limited liability company (“Capstone”), J. A. ROBERTSON, INC., a California corporation (“Robertson”), MEDLIANCE LLC, an Arizona limited liability company (“Medliance”), CK SOLUTIONS, LLC, a Delaware limited liability company (“CK Solutions”), TRSHC HOLDINGS, LLC, a Delaware limited liability company (“TRSHC”), SINFONIARX, INC., an Arizona corporation (“SinfoniaRX”), TRHC MEC HOLDINGS, LLC, a Delaware limited liability company (“TRHC”), MEDITURE LLC, a Minnesota limited liability company (“Mediture”), ECLUSIVE L.L.C., a Minnesota limited liability company (“eClusive”), and COGNIFY, LLC, a Delaware limited liability company (“Cognify”; Pa
TABULA RASA HEALTHCARE, INC. LEADERSHIP EXIT BONUS PLANLeadership Exit Bonus Plan • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
TABULA RASA HEALTHCARE GROUP, INC., TABULA RASA HEALTHCARE, INC., CK SOLUTIONS, LLC, PERSONICA, LLC, TRHC TPA, LLC, AND PERSONIFILRX, LLC, as BORROWERS, WESTERN ALLIANCE BANK, as ADMINISTRATIVE AGENT, and REGIONS BANK, as DOCUMENTATION AGENT LOAN AND...Loan and Security Agreement • December 22nd, 2020 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • California
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 14th, 2022 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • New Jersey
This CONSULTING SERVICES AGREEMENT (this “Agreement”), is made as of this 13th day of September, 2022 (“Effective Date”), by and between Dr. Calvin H. Knowlton (“Consultant”) and Tabula Rasa Healthcare, Inc. (“Company”).
June 30, 2014 Tabula Rasa Healthcare, Inc. Moorestown, NJ 08057Company Management Plan • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This letter agreement (this “Agreement”) by and among Radius Venture Partners III, L.P., Radius Venture Partners III QP, L.P. and Radius Venture Partners III (Ohio) L.P. (collectively “Radius”), and Tabula Rasa Healthcare, Inc., a Delaware Company (the “Company”) is made as of the date first written above and in connection with the conversion of the 2,626,188 shares of Series B Convertible Preferred Stock of CareKinesis, Inc. (“CareKinesis”) acquired by Radius pursuant to the terms and conditions of that certain Series B Preferred Stock Purchase Agreement dated June 28, 2013 (the “Purchase Agreement”) into equivalent shares of the Company (as adjusted for stock splits, combinations, and similar recapitalization events, the “Shares”) pursuant to that certain Agreement and Plan of Merger of even date herewith (the “Merger”), and shall supersede and replace in its entirety that certain letter agreement by and among Radius and CareKinesis dated as of June 28, 2013. Capitalized terms used b
CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY...Asset Purchase Agreement • March 10th, 2023 • Tabula Rasa HealthCare, Inc. • Services-business services, nec • Delaware
This ASSET Purchase Agreement (this “Agreement”), is made as of March 2, 2023, by and among Tabula Rasa HealthCare Group, Inc., a Delaware corporation (“Seller”), Symphony Clinic, LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 2.8 hereof, Cureatr Inc., a Delaware corporation (the “Buyer Guarantor”). Each of Buyer and Seller is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
Retailer Addendum to Pharmaceutical Program Supply Agreement (High Volume)Retailer Addendum to Pharmaceutical Program Supply Agreement • August 6th, 2020 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
This Retailer Addendum to Pharmaceutical Program Supply Agreement (“Addendum”) is made effective as of June 30, 2020 (“Effective Date”) by and between Thrifty Drug Stores, Inc. (“Company”) and the undersigned pharmacy (“Retailer”). Company and Retailer are parties to an Affiliated Pharmacy Agreement (“Affiliated Pharmacy Agreement”) and a related Pharmaceutical Program Supply Agreement (“Rx Program Agreement”).
THIRD AMENDMENT TO LEASE AGREEMENTSLease Agreement • July 16th, 2018 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
