Exhibit 10.1


 


TABULA RASA HEALTHCARE, INC.


EMPLOYEE STOCK PURCHASE PLAN


 


I.             PURPOSE OF THE PLAN


 


This Employee Stock Purchase
Plan is intended to promote the interests of Tabula Rasa Healthcare, Inc., a Delaware corporation, by providing eligible employees with
the opportunity to acquire a proprietary interest in the Corporation through participation in an employee stock purchase plan designed
to qualify under Section 423 of the Code for one or more specified offerings made under such plan.


 


The Plan shall become effective
at the Effective Time.


 


II.            ADMINISTRATION
OF THE PLAN


 


A.           
The
Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to bring one or more offerings under the Plan into compliance with the requirements
of Code Section 423.


 


B.           
The
Plan Administer may authorize one or more offerings under the Plan that are not designed to comply with the requirements of Code Section
423 but are intended to comply with the requirements of the foreign jurisdictions in which those offerings are conducted. Such offerings
shall be separate from any offerings designed to comply with the Code Section 423 requirements but may be conducted concurrently with
those offerings.


 


C.           
Decisions
of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.


 


III.          STOCK SUBJECT TO PLAN


 


A.           
The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The number of shares of Common Stock reserved for issuance under the Plan shall be limited
to 480,097 shares of Common Stock.


 


B.           
If
there is any change in the number or kind of shares of Common Stock outstanding by reason of (i) a stock dividend, spinoff,
recapitalization, stock split, reverse stock split or combination or exchange of shares, (ii) a merger, reorganization or
consolidation, (iii) a reclassification or change in par value, or (iv) any other extraordinary or unusual event affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration, or if the value of outstanding shares
of Common Stock is substantially reduced as a result of a spinoff or the Corporation’s payment of an extraordinary dividend or
distribution, then the maximum number and kind of shares of Common Stock available for issuance under the Plan, the maximum number
and kind of shares of Common Stock purchasable per Participant during any offering period and on any one Purchase Date during that
offering period, the number and kind of shares in effect under each outstanding purchase right, the number and kind of shares issued
and to be issued under the Plan, and the price per share in effect under each outstanding purchase right shall be equitably adjusted
by the Plan Administrator to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares
of Common Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such
outstanding purchase rights; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In
addition, in the event of a Change of Control, the provisions of Section VII.H. shall apply. Any adjustments to outstanding purchase
rights shall be consistent with Code Section 424, to the extent applicable. The adjustments of Grants under this Section shall
include adjustment of other terms and conditions as the Plan Administrator deems appropriate. The Plan Administrator shall have the
sole discretion and authority to determine what appropriate adjustments shall be made and any adjustments determined by the Plan
Administrator shall be final, binding and conclusive.


 






    


     


    

 


IV.          
OFFERING PERIOdS


 


A.           
Shares of Common Stock shall be offered for purchase under the Plan through a series of successive offering periods until such
time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan
shall have been sooner terminated.


 


B.           
Each
offering period shall commence at such time and be of such duration not to exceed twenty-seven (27) months, as determined by the
Plan Administrator prior to the start of the applicable offering period.


 


C.           
The terms and conditions of each offering period may vary, and two or more offerings periods may run concurrently under the Plan,
each with its own terms and conditions. In addition, special offering periods may be established with respect to entities that are acquired
by the Corporation (or any subsidiary of the Corporation) or under such other circumstances as the Plan Administrator deems appropriate.
In no event, however, shall the terms and conditions of any offering period contravene the express limitations and restrictions of the
Plan, and the participants in each separate offering period conducted by one or more Participating Corporations in the United States shall
have equal rights and privileges under that offering in accordance with the requirements of Section 423(b)(5) of the Code and the applicable
Treasury Regulations thereunder.


 


D.           
Each offering period shall be comprised of one or more Purchase Intervals as determined by the Plan Administrator.


 


E.           
Should the Fair Market Value per share of Common Stock on any Purchase Date within an offering period be less than the Fair Market
Value per share of Common Stock on the start date of that offering period, then the individuals participating in that offering period
shall, immediately after the purchase of shares of Common Stock on their behalf on such Purchase Date, be transferred from that offering
period and automatically enrolled in the offering period commencing on the next business day following such Purchase Date, provided and
only if the Fair Market Value per share of Common Stock on the start date of that new offering period is lower than the Fair Market Value
per share of Common Stock on the start date of the offering period in which they were currently enrolled.


 


F.           
 An Eligible Employee may participate in only one offering period at a time.


 


V.            ELIGIBILITY


 


A.           
Each individual who is an Eligible Employee on the start date of an offering period under the Plan may enter that offering period
only on such start date. The date an individual enters an offering period shall be designated his or her Entry Date for purposes of that
offering period.


 


B.           
Each U.S. corporation that becomes a Corporate Affiliate after the Effective Time shall automatically become a Participating Corporation
effective as of the start date of the first offering date coincident with or next following the date on which it becomes such an affiliate,
unless the Plan Administrator determines otherwise prior to the start date of that offering period. Each non-U.S. corporation that becomes
a Corporate Affiliate after the Effective Time shall become a Participating Corporation when authorized by the Plan Administrator to extend
the benefits of the Plan to its Eligible Employees.


 


C.           
Except as otherwise provided in Sections IV.D and V.A above, the Eligible Employee must, in order to participate in the Plan for
a particular offering period, complete and submit the enrollment and payroll deduction authorization or other forms prescribed by the
Plan Administrator in accordance with enrollment procedures prescribed by the Plan Administrator (which may include accessing the website
designated by the Corporation and electronically enrolling and authorizing payroll deductions or completing other forms) on or before
his or her scheduled Entry Date.


 






    2.


     


    

 


VI.          PAYROLL DEDUCTIONS


 


Except to the extent otherwise
determined by the Plan Administrator, payment for shares of Common Stock purchased under the Plan shall be effected by means of the Participant’s
authorized payroll deduction. The payroll deductions or other contributions pursuant to Section VI.E. that each Participant may authorize
for purposes of acquiring shares of Common Stock during an offering period may be in any multiple of one percent (1%) of the Base Salary
paid to that Participant during each Purchase Interval within such offering period, up to a maximum of fifteen percent (15%), unless the
Plan Administrator establishes a different maximum percentage prior to the start date of the applicable offering period.


 


A.           
For the initial Purchase Interval of the first offering period under the Plan, no payroll deductions shall be required of any Participant
until such time as the Participant affirmatively elects to commence such payroll deductions following his or her receipt of the 1933 Act
prospectus for the Plan. For such Purchase Interval, the Participant will be required to contribute up to fifteen percent (15%) of his
or her Base Salary to the Plan either in a lump sum or one or more installments after receipt of such prospectus and prior to the close
of that Purchase Interval should the Participant elect to have shares of Common Stock purchased on his or her behalf on the Purchase Date
for that initial Purchase Interval and his or her limited payroll deductions (if any) for such Purchase Interval not be sufficient to
fund the entire purchase price for those shares.


 


B.           
 The rate of payroll deduction shall continue in effect throughout the offering period, except for changes effected in accordance
with the following guidelines:


 


(i)           
The
Participant may, at any time during the offering period, reduce the rate of his or her payroll deduction (or the percentage of Base Salary
to be contributed for the first Purchase Interval of the initial offering period under the Plan) to become effective as soon as administratively
possible after filing the appropriate form with the Plan Administrator. The Participant may not, however, effect more than one (1) such
reduction per Purchase Interval.


 


(ii)           
The
Participant may, at any time during the offering period, increase the rate of his or her payroll deduction (up to the maximum percentage
limit for that offering period) to become effective as soon as administratively possible after filing the appropriate form with the Plan
Administrator. The Participant may not, however, effect more than one (1) such increase per Purchase Interval.


 


(iii)           
The Participant may at any time reduce his or her rate of payroll deduction under the Plan to 0%. Such reduction shall become effective
as soon as administratively practicable following the filing of the appropriate form with the Plan Administrator. The Participant’s
existing payroll deductions shall be applied to the purchase of shares of Common Stock on the next scheduled Purchase Date.


 


C.           
Except as otherwise provided in Section VI.B above, payroll deductions shall begin on the first pay day administratively feasible
following the Participant’s Entry Date into the offering period and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last day of that offering period. The payroll deductions or other contributions
pursuant to Section VI.E. collected shall be credited to the Participant’s book account under the Plan, but, except to the extent
otherwise required by applicable law, no interest shall be paid on the balance from time to time outstanding in such account, unless otherwise
required by the terms of that offering period. Unless the Plan Administrator determines otherwise prior to the start of the applicable
offering period, the amounts collected from the Participant shall not be required to be held in any segregated account or trust fund and
may be commingled with the general assets of the Corporation and used for general corporate purposes. Payroll deductions or other contributions
pursuant to Section VI.E. collected in a currency other than U.S. Dollars shall be converted into U.S. Dollars on the last day of the
Purchase Interval in which collected, with such conversion to be based on the exchange rate determined by the Plan Administrator in its
sole discretion. Any changes or fluctuations in the exchange rate at which the payroll deductions or other contributions pursuant to Section
VI.E. collected on the Participant’s behalf are converted into U.S. Dollars on each Purchase Date shall be borne solely by the Participant.


 






    3.


     


    

 


D.           
Payroll deductions or other contributions pursuant to Section VI.E. shall automatically cease upon the termination of the Participant’s
purchase right in accordance with the provisions of the Plan.


 


E.           
The
Plan Administrator may permit Eligible Employees of one or more Participating Corporations to participate in the Plan by making
contributions other than through payroll deductions or as a lump sum. The Plan Administrator may adopt such rules and regulations
for administering the Plan as it may deem necessary, in its sole and absolute discretion, to facilitate contributions under this
Section. Except as required by law, such rules and regulations need not be uniform and may apply to one or more Eligible
Employees.


 


F.           
The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require the Participant’s
acquisition of Common Stock on any subsequent Purchase Date, whether within the same or a different offering period.


 


VII.        
PURCHASE RIGHTS


 


A.           
Grant of Purchase Right. A Participant shall be granted a separate purchase right for each offering period in which
he or she participates. The purchase right shall be granted on the Participant’s Entry Date into the offering period. Prior to the
start date of the applicable offering period and subject to the limitations of Article VIII below, the Plan Administrator shall determine
the maximum number of shares of Common Stock that a Participant can purchase on each Purchase Date within that offering period and the
maximum number of shares of Common Stock that each Participant can purchase for that offering period, subject to periodic adjustments
in the event of certain changes in the Corporation’s capitalization.


 


Under no circumstances shall
purchase rights be granted under the Plan to any Eligible Employee if such individual would, immediately after the grant, own (within
the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the Corporation or any Corporate Affiliate.


 


B.           
Exercise of the Purchase Right. Each purchase right shall be automatically exercised in installments on each successive
Purchase Date within the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant (other
than Participants whose payroll deductions have previously been refunded pursuant to the Termination of Purchase Right provisions below)
on each such Purchase Date. The purchase shall be effected by applying the Participant’s payroll deductions (as converted to U.S.
Dollars) or other contributions pursuant to Section VI.E. for the Purchase Interval ending on such Purchase Date to the purchase of whole
shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date.


 


C.           
Purchase Price. The U.S. Dollar purchase price per share at which Common Stock will be purchased on the Participant’s
behalf on each Purchase Date within the offering period will be established by the Plan Administrator prior to the start of that offering
period, but in no event shall such purchase price be less than eighty-five percent (85%) of the lower of (i) the Fair Market Value
per share of Common Stock on the start date of the offering period to which the purchase date relates or (ii) the Fair Market Value per
share of Common Stock on that Purchase Date. Until such time as otherwise determined by the Plan Administrator, the purchase price per
share at which Common Stock will be purchased on each Purchase Date shall be eighty-five percent (85%) of the Fair Market Value per Share
on that Purchase Date.


 






    4.


     


    

 


D.           
Number
of Purchasable Shares. The number of shares of Common Stock purchasable by a Participant on each Purchase Date during the
particular offering period in which he or she is enrolled shall be the number of whole shares obtained by dividing the amount
collected from the Participant through other contributions pursuant to Section VI.E. during the Purchase Interval ending with that
Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall be governed by the limitation set forth in Section VII.A, as
adjusted periodically in the event of certain changes in the Corporation’s capitalization. In addition, prior to the start of
an offering period, the Plan Administrator shall determine the maximum number of shares of Common Stock purchasable in total by all
Participants on any one Purchase Date during that offering period and the maximum number of shares of Common Stock purchasable in
total by all Participants during that offering period, subject to periodic adjustments in the event of certain changes in the
Corporation’s capitalization. These limitations shall apply for each subsequent offering period, unless otherwise determined
by the Plan Administrator.


 


E.           
Excess Payroll Deductions. Any payroll deductions or other contributions pursuant to Section VI.E. not applied to
the purchase of shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock
shall be held for the purchase of Common Stock on the next Purchase Date. However, any payroll deductions or other contributions pursuant
to Section VI.E. not applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable per
Participant or in the aggregate on the Purchase Date shall be promptly refunded.


 


F.           
Suspension of Payroll Deductions. In the event that a Participant is, by reason of the accrual limitations in Article
VIII, precluded from purchasing additional shares of Common Stock on one or more Purchase Dates during the offering period in which he
or she is enrolled, then no further payroll deductions or other contributions pursuant to Section VI.E. for that offering period shall
be collected from such Participant with respect to those Purchase Dates. The suspension of such deductions or other contributions shall
not terminate the Participant’s purchase right for the offering period in which he or she is enrolled, and the Participant’s
payroll deductions or other contributions shall automatically resume on behalf of such Participant once he or she is again able to purchase
shares during that offering period in compliance with the accrual limitations of Article VIII. All refunds shall be in the currency in
which paid by the Corporation or applicable Corporate Affiliate.


 


G.           
Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights:


 


(i)           
A
Participant may withdraw from the offering period in which he or she is enrolled by filing the appropriate form with the Plan
Administrator (or its designate) at any time prior to the next scheduled Purchase Date in that offering period, and no further
payroll deductions or other contributions pursuant to Section VI.E. shall be collected from the Participant with respect to the
offering period. Any payroll deductions or other contributions pursuant to Section VI.E. collected during the Purchase Interval in
which such withdrawal occurs shall, at the Participant’s election, be immediately refunded (in the currency in which paid by
the Corporation or applicable Corporate Affiliate) or held for the purchase of shares on the next Purchase Date. If no such election
is made at the time of such withdrawal, then the payroll deductions or other contributions pursuant to Section VI.E. collected with
respect to the Purchase Interval in which such withdrawal occurs shall be refunded (in the currency in which paid by the Corporation
or applicable Corporate Affiliate) to the Participant as soon as possible.


 


(ii)           
The Participant’s withdrawal from the offering period shall be irrevocable, and the Participant may not subsequently rejoin
that offering period. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by
making a timely filing of the prescribed enrollment forms) on or before his or her scheduled Entry Date into that offering period.


 






    5.


     


    

 


(iii)           
Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change in status) while
his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the Participant’s
payroll deductions or other contributions pursuant to Section VI.E. for the Purchase Interval in which the purchase right so terminates
shall be immediately refunded in the currency in which paid by the Corporation or applicable Corporate Affiliate. However, should the
Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the right,
exercisable up until the last business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll
deductions or other contributions pursuant to Section VI.E. collected to date on his or her behalf for that Purchase Interval or (b) have
such funds held for the purchase of shares on his or her behalf on the next scheduled Purchase Date. In no event, however, shall any further
payroll deductions or other contributions pursuant to Section VI.E. be collected on the Participant’s behalf during such leave.
Upon the Participant’s return to active service (x) within three (3) months following the commencement of such leave or (y) prior
to the expiration of any longer period for which such Participant is provided with reemployment rights by statute or contract, his or
her payroll deductions or other contributions pursuant to Section VI.E. under the Plan shall automatically resume at the rate in effect
at the time the leave began, unless the Participant withdraws from the Plan prior to his or her return. An individual who returns to active
employment following a leave of absence which exceeds in duration the applicable (x) or (y) time period above will be treated as a new
Employee for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of
the prescribed enrollment forms) on or before his or her scheduled Entry Date into the offering period.


 


H.           
Change of Control. Each outstanding purchase right shall automatically be exercised, immediately prior to the effective
date of any Change of Control, by applying the payroll deductions or other contributions pursuant to Section VI.E. of each Participant
for the Purchase Interval in which such Change of Control occurs to the purchase of whole shares of Common Stock at the purchase price
per share in effect for that Purchase Internal pursuant to the Purchase Price provisions of Paragraph C of this Article VII. For this
purpose, payroll deductions or other contributions pursuant to Section VI.E. shall be converted from the currency in which paid by the
Corporation or applicable Corporate Affiliate into U.S. Dollars on the exchange rate in effect on the purchase date. However, the applicable
limitation on the number of shares of Common Stock purchasable per Participant shall continue to apply to any such purchase, but not the
limitation applicable to the maximum number of shares of Common Stock purchasable in total by all Participants.


 


The Corporation shall use
reasonable efforts to provide at least ten (10) days prior written notice of the occurrence of any Change of Control, and
Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the
effective date of the Change of Control.


 


I.           
Proration of Purchase Rights. Should the total number of shares of Common Stock to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan Administrator
shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions or other
contributions pursuant to Section VI.E. of each Participant, to the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to such individual, shall be refunded.


 


J.           
ESPP Broker Account. The Corporation may require that the shares purchased on behalf of each Participant shall be
deposited directly into a brokerage account which the Corporation shall establish for the Participant at a Corporation-designated brokerage
firm. The account will be known as the ESPP Broker Account. Except as otherwise provided below, the deposited shares may not be transferred
(either electronically or in certificate form) from the ESPP Broker Account until the later of the following two periods:
(i) the end of the two (2)-year period measured from the Participant's Entry Date into the offering period in which the shares were purchased
and (ii) the end of the one (1)-year period measured from the actual purchase date of those shares. Such limitation shall apply both to
transfers to different accounts with the same ESPP broker and to transfers to other brokerage firms. Any shares held for the required
holding period may thereafter be transferred (either electronically or in certificate form) to other accounts or to other brokerage firms.


 





The foregoing procedures shall
not in any way limit when the Participant may sell his or her shares. Those procedures are designed solely to assure that any sale of
shares prior to the satisfaction of the required holding period is made through the ESPP Broker Account. In addition, the Participant
may request a stock certificate or share transfer from his or her ESPP Broker Account prior to the satisfaction of the required holding
period should the Participant wish to make a gift of any shares held in that account. However, shares may not be transferred (either electronically
or in certificate form) from the ESPP Broker Account for use as collateral for a loan, unless those shares have been held for the required
holding period.


 


The foregoing procedures shall
apply to all shares purchased by each Participant in the United States, whether or not that Participant continues in Employee status.


 






    6.


     


    

 


K.           
Assignability. The purchase right shall be exercisable only by the Participant and shall not be assignable or transferable
by the Participant.


 


L.           
Stockholder Rights. A Participant shall have no stockholder rights with respect to the shares subject to his or her
outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan
and the Participant has become a holder of record of the purchased shares.


 


M.           
Withholding
Taxes. The Corporation’s obligation to deliver shares upon exercise of a purchase right under the Plan shall be
subject to the satisfaction of all income, employment and payroll taxes, social insurance, contributions, payment on account
obligations or other payments required to be collected, withheld or accounted for in connection with the purchase right.


 


VIII.       
ACCRUAL LIMITATIONS


 


A.           
No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under the
Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right
granted under the Plan and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of Code Section 423)
of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand U.S.
Dollars (US $25,000.00) worth of stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value
per share on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding.


 


B.           
For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall
be in effect:


 


(i)           
The right to acquire Common Stock under each outstanding purchase right shall accrue in a series of installments on each successive
Purchase Date during the offering period on which such right remains outstanding.


 


(ii)           
No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued
in the same calendar year the right to acquire Common Stock under one or more other purchase rights at a rate equal to Twenty-Five Thousand
U.S., Dollars (U.S. $25,000.00) worth of Common Stock (determined on the basis of the Fair Market Value per share on the date or dates
of grant) for each calendar year such rights were at any time outstanding.


 


C.           
If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular Purchase Interval,
then the payroll deductions or other contributions pursuant to Section VI.E. which the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.


 


D.           
In the event there is any conflict between the provisions of this Article VIII and one or more provisions of the Plan or any instrument
issued thereunder, the provisions of this Article VIII shall be controlling.


 






    7.


     


    

 


IX.           EFFECTIVE DATE AND TERM OF THE PLAN


 


A.           
The
Plan shall become effective at the Effective Time; provided, however, that (i) the Plan shall have been approved by the stockholders
of the Corporation and (ii) no purchase rights granted under the Plan shall be exercised, and no shares of Common Stock shall be
issued hereunder, until the Corporation shall have complied with all applicable requirements of the 1933 Act (including the
registration of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the Securities
and Exchange Commission), all applicable listing requirements of any Stock Exchange (or the Nasdaq Stock Market, if applicable) on
which the Common Stock is listed for trading and all other applicable requirements established by law or regulation.


 


B.           
Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the last business day in the month before
the tenth anniversary of the Effective Time, (ii) the date on which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which all purchase rights are exercised in connection with
a Change of Control. No further purchase rights shall be granted or exercised, and no further payroll deductions or other contributions
shall be collected, under the Plan following such termination.


 


X.            AMENDMENT
OF THE PLAN


 


A.           
The Board may alter or amend the Plan at any time to become effective as of the start date of the next offering period under the
Plan. In addition, the Board may suspend or terminate the Plan at any time to become effective immediately following the close of any
Purchase Interval.


 


B.           
In no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the Corporation’s
stockholders: (i) increase the number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event
of certain changes in the Corporation’s capitalization or (ii) modify the eligibility requirements for participation in the Plan.


 


XI.          
GENERAL PROVISIONS


 


A.           
All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participant
shall bear all costs and expenses incurred by such individual in the sale or other disposition of any shares purchased under the Plan.


 


B.           
Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate
for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Corporate
Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s
employment at any time for any reason, with or without cause.


 


C.           
The provisions of the Plan shall be governed by the laws of the State of Delaware, without resort to that State’s conflict-of-laws
rules.


 






    8.


     


    

 


XII.         
Definitions


 


The following definitions
shall be in effect under the Plan:


 


A.           
Base
Salary shall, unless otherwise specified by the Plan Administrator prior to the start of an offering period, mean the
regular base salary paid to such Participant by one or more Participating Corporations during such individual’s period of
participation in one or more offering periods under the Plan. Base Salary shall be calculated before deduction of (A) any
income or employment tax or other withholdings or (B) any contributions made by the Participant to any Code Section 401(k)
salary deferral plan or Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate
Affiliate. Base Salary shall not include any contributions made on the Participant’s behalf by the Corporation or any
Corporate Affiliate to any employee benefit or welfare plan now or hereafter established (other than Code Section 401(k) or Code
Section 125 contributions deducted from such Base Salary).


 





B.           
Board shall mean the Corporation’s Board of Directors.


 


C.           
Change of Control shall be deemed to have occurred if:


 


(i)           
Any “person” (as such term is used in sections 13(d) and 14(d) of the 1934 Act) becomes a “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Corporation representing more than 50% of
the voting power of the then outstanding securities of the Corporation; provided that a Change of Control shall not be deemed to occur
as a result of a transaction in which the Corporation becomes a subsidiary of another corporation and in which the stockholders of the
Corporation, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such stockholders
to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors.


 


(ii)           
The consummation of (A) a merger or consolidation of the Corporation with another corporation where, immediately after the merger
or consolidation, the stockholders of the Corporation, immediately prior to the merger or consolidation, will not beneficially own, in
substantially the same proportion as ownership immediately prior to the merger or consolidation, shares entitling such stockholders to
more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors, or where
the members of the Board, immediately prior to the merger or consolidation, will not, immediately after the merger or consolidation, constitute
a majority of the board of directors of the surviving corporation or (B) a sale or other disposition of all or substantially all of the
assets of the Corporation.


 


(iii)           
A change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members
ceases, by reason of one or more contested elections, or threatened election contests, for Board membership, to be comprised of individuals
who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election
as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the
time the Board approved such election or nomination.


 


(iv)           
The consummation of a complete dissolution or liquidation of the Corporation.


 






    9.


     


    

 


D.         
Code shall mean the Internal Revenue Code of 1986, as amended.


 


E.          Common Stock shall mean the Corporation’s common stock.


 


F.          Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance
with Code Section 424), whether now existing or subsequently established.


 


G.          Corporation shall mean Tabula Rasa Healthcare, Inc., a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of Tabula Rasa Healthcare, Inc. that shall assume the Plan.


 


H.          Effective Time shall mean June 11, 2021, subject to approval by the Corporation’s stockholders. Any Corporate
Affiliate that becomes a Participating Corporation after such Effective Time shall have a subsequent Effective Time with respect to its
employee-Participants as determined in accordance with Section V.C of the Plan.


 


I.           
Eligible Employee shall mean any person who is employed by a Participating Corporation and, unless otherwise mandated
by local law, such person is employed on a basis under which he or she is regularly expected to render more than twenty (20) hours of
service per week for more than five (5) months per calendar year for earnings that are considered wages under Code Section 3401(a); provided,
however, that the Plan Administrator may, prior to the start of the applicable offering period, waive one or both of the twenty (20) hour
and five (5) month service requirements.


 


J.           
Entry Date shall mean the date an Eligible Employee first commences participation in the offering period in effect
under the Plan.


 






    10.


     


    

 


K.         
Fair Market Value per share of Common Stock on any relevant date shall be the closing price per share of Common Stock
at the close of regular trading hours (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving
as the primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily
traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock
Exchange on which the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.


 


L.          
1933 Act shall mean the Securities Act of 1933, as amended.


 


M.        
1934 Act shall mean the Securities Exchange Act of 1934, as amended.


 


N.         
Participant shall mean any Eligible Employee of a Participating Corporation who is actively participating in the
Plan.


 


O.         
Participating Corporation shall mean the Corporation and such Corporate Affiliate or Corporate Affiliates as may
be authorized, in accordance with Section V.C of the Plan, to extend the benefits of the Plan to their Eligible Employees.


 


P.          
Plan shall mean the Tabula Rasa Healthcare, Inc. Employee Stock Purchase Plan, as set forth in this document.


 


Q.         
Plan Administrator shall mean the committee of two (2) or more Board members appointed by the Board to administer
the Plan.


 


R.         
Purchase Date shall mean the last business day of each Purchase Interval.


 


S.         Purchase Interval shall mean each successive six (6)-month period within the offering period at the end of which
there shall be purchased shares of Common Stock on behalf of each Participant; provided, however, that the Plan Administrator may, prior
to the start of the applicable offering period, designate a different duration for the Purchase Intervals within that offering period.


 


T.         
Stock Exchange shall mean the American Stock Exchange, the Nasdaq Capital, Global or Global Select Market, or the
New York Stock Exchange.


 








    11.