Indaba Capital Management, L.P. - 03 Nov 2023 Form 4 Insider Report for Tabula Rasa HealthCare, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2023 (the "Merger Agreement"), by and among the Issuer, Locke Buyer, LLC, a Delaware limited liability company ("Parent"), and Locke Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), effective November 3, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").

Footnote F2

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to $10.50 per share, without interest (the "Merger Consideration").

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, each outstanding (i) (A) restricted stock unit that was subject solely to time-based vesting conditions (each, a "Company RSU"), whether vested or unvested, and (B) share of Common Stock that was subject to vesting, repurchase or forfeiture (each, a "Company Restricted Share"), and (ii) restricted stock unit that was subject to both performance-based and time-based vesting conditions (each, a "Company PSU") that was vested as of immediately prior to the Effective Time but not yet settled or that automatically vested as a result of the Merger in accordance with its terms and without the exercise of discretion (each, a "Vested Company PSU"), in the case of each of clause (i) and (ii), was canceled and the holder thereof became entitled to receive an amount in cash equal to the Merger Consideration, provided that any Company PSU that did not constitute a Vested Company PSU was forfeited and canceled for no consideration.

Footnote F4

This Form 4 is filed jointly by Indaba Capital Fund, L.P. (the "Fund"), Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Footnote F5

Because Mr. Schrier served on the Board as a representative of the Fund and its affiliates, the Fund was entitled to receive the direct economic interest in securities granted to Mr. Schrier by the Issuer in respect of Mr. Schrier's Board position. Mr. Schrier disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Schrier had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates.

Footnote F6

Securities that were held directly by the Fund. Pursuant to an Investment Management Agreement, the Fund and its general partner had delegated all voting and investment power over the securities directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of the Investment Manager, and Derek C. Schrier, as Managing Member of IC GP, may have been deemed to exercise voting and investment power over such securities. Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Footnote F7

The Fund directly held $89,728,000 principal amount of the Issuer's 1.75% Convertible Senior Subordinated Notes due February 15, 2026 (the "Senior Notes"). Subject to conditions described in the indenture governing the Senior Notes, holders of the Senior Notes had the right to convert all or any portion of such Senior Notes into shares of the Issuer's Common Stock at a conversion rate of 14.2966 shares of Common Stock per $1,000 principal amount of Senior Notes, as described in the indenture.