0001047469-16-009535 Sample Contracts

MASTER LEASE AGREEMENT (the “Master Lease”)
Master Lease Agreement • January 4th, 2016 • Tabula Rasa HealthCare, Inc. • Services-business services, nec
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STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 4th, 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”).

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Contract
Tabula Rasa HealthCare, Inc. • January 4th, 2016 • 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.

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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-Reyes
Asset 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”).

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STOCK PURCHASE AGREEMENT dated as of November 27, 2013 by and between CAREKINESIS, INC. and GARY TOM
Stock 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”).

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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”)

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INVESTOR RIGHTS AGREEMENT
Investor 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”).

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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 AGREEMENT
Loan 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”.

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Contract
Tabula Rasa HealthCare, Inc. • January 4th, 2016 • 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.

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TABULA RASA HEALTHCARE, INC. LEADERSHIP EXIT BONUS PLAN
Tabula Rasa HealthCare, Inc. • January 4th, 2016 • Services-business services, nec • Delaware
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June 30, 2014 Tabula Rasa Healthcare, Inc. Moorestown, NJ 08057
Letter Agreement • 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

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