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
