Brian W. Adams - 03 Nov 2023 Form 4 Insider Report for Tabula Rasa HealthCare, Inc.

Footnote F1

Upon the consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, by and among Tabula Rasa HealthCare, Inc. (the "Company"), Locke Buyer, LLC and Locke Merger Sub, Inc., dated August 5, 2023 (the "Merger Agreement"), 249,477 shares of common stock of the Company ("Common Stock") were converted into the right to receive a cash payment of $2,619,508.50, representing the product obtained by multiplying (x) aggregate number of shares of Common Stock owned by the reporting person, by (y) the offer price ($10.50).

Footnote F2

Upon the consummation of the Merger, pursuant to the Merger Agreement, 55,556 outstanding restricted stock units ("RSUs") were cancelled and converted into the right to receive a cash payment of $583,338, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSUs, by (y) the offer price ($10.50).

Footnote F3

Upon the consummation of the Merger, pursuant to the Merger Agreement, 169,570 unvested restricted stock awards ("RSAs") were cancelled and converted into the right to receive a cash payment of $1,780,485, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the RSAs, by (y) the offer price ($10.50).

Footnote F4

Represents 292,708 shares of Common Stock underlying performance stock units ("PSUs") that were vested as of immediately prior to the effective time of the Merger but not yet settled or that automatically vested as a result of the Merger in accordance with their terms and without the exercise of discretion. The PSUs were not previously reported as the number of shares underlying the PSUs was not determinable. Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger and converted into the right to receive a cash payment of $3,073,434, representing the product obtained by multiplying (x) the aggregate number of shares of Common Stock issuable in settlement of the PSUs, by (y) the offer price ($10.50).

Footnote F5

Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 21,350 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $14.23.

Footnote F6

Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 1,077 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.

Footnote F7

Pursuant to the Merger Agreement, any stock option with an exercise price per share of Common Stock that was equal to or greater than the offer price ($10.50) was to be cancelled for no consideration. Accordingly, upon the consummation of the Merger, 38,270 stock options were cancelled for no consideration, as the exercise price per share of Common Stock was $13.78.