SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TABULA RASA HEALTHCARE, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

873379 101

(CUSIP Number)

James W. McKenzie, Jr.

Jeffrey P. Bodle

Kevin S. Shmelzer

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

(215) 963 - 5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 4, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

CUSIP No.   873379 101
	1	Name of Reporting Persons Calvin H. Knowlton
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds PF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,120,864 shares (1)
			8	Shared Voting Power 193,289 shares (2)
			9	Sole Dispositive Power 1,120,864 shares (1)
			10	Shared Dispositive Power 193,289 shares (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,314,153 shares (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*o
	13	Percent of Class Represented by Amount in Row (11) 8.1% (3)
	14	Type of Reporting Person IN

(1) Consists of (a) 357,007 shares of Common Stock of the Company held directly by Dr. Calvin Knowlton, (b) 337,307 shares of unvested restricted Common Stock held directly by Dr. Calvin Knowlton (c) 375,004 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of October 11, 2016 by Dr. Calvin Knowlton, and (d) 51,546 shares of Common Stock of the Company held by The Knowlton Foundation, Inc., for which Dr. Calvin Knowlton serves as President and has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition thereof.

(2) Consists of (a) 4,290 shares of Common Stock of the Company held jointly by Drs. Calvin Knowlton and Orsula Knowlton, (b) 51,546 shares of Common Stock of the Company held by The Calvin and Orsula Knowlton Foundation, Inc., for which Drs. Calvin and Orsula Knowlton serve as Secretary and President, respectively, and (c) 137,453 shares of Common Stock of the Company available for purchase by Drs. Calvin and Orsula Knowlton under a Repurchase Option Agreement with certain third party investors.  Drs. Calvin and Orsula Knowlton have shared voting and investment power over these securities.

(3)  Based on 15,812,892 outstanding shares of Common Stock of the Company as of October 4, 2016 (including shares issued in connection with the underwriters’ overallotment option to purchase up to 645,000 additional shares of Common Stock in connection with the Company’s initial public offering), as set forth in the Company’s Prospectus, filed with the Securities and Exchange Commission on September 29, 2016.

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CUSIP No.   873379 101
	1	Name of Reporting Persons Orsula V. Knowlton
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds PF, OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 1,077,667 shares (1)
			8	Shared Voting Power 193,289 shares (2)
			9	Sole Dispositive Power 1,077,667 shares (1)
			10	Shared Dispositive Power 193,289 shares (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,270,956 shares (1) (2)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*o
	13	Percent of Class Represented by Amount in Row (11) 7.9% (3)
	14	Type of Reporting Person IN

(1) Consists of (a) 437,571 shares of Common Stock of the Company held directly by Dr. Orsula Knowlton, (b) 267,268 shares of unvested restricted Common Stock issued to Dr. Orsula Knowlton and (c) 372,828 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of October 11, 2016 by Dr. Orsula Knowlton.

(2) Consists of (a) 4,290 shares of Common Stock of the Company held jointly by Drs. Calvin Knowlton and Orsula Knowlton, (b) 51,546 shares of Common Stock of the Company held by The Calvin and Orsula Knowlton Foundation, Inc., for which Drs. Calvin and Orsula Knowlton serve as Secretary and President, respectively, and (c) 137,453 shares of Common Stock of the Company available for purchase by Drs. Calvin and Orsula Knowlton under a Repurchase Option Agreement with certain third party investors.  Drs. Calvin and Orsula Knowlton have shared voting and investment power over these securities.

(3)  Based on 15,812,892 outstanding shares of common stock of the Company as of October 4, 2016 (including shares issued in connection with the underwriters’ overallotment option to purchase up to 645,000 additional shares of Common Stock in connection with the Company’s initial public offering), as set forth in the Company’s Prospectus, filed with the Securities and Exchange Commission on September 29, 2016.

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Item 1.     Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Tabula Rasa HealthCare, Inc. (the “Company”), a Delaware corporation.  The address of the Company’s principal executive offices is 228 Strawbridge Drive, Suite 100, Moorestown, NJ 08057.

Item 2.     Identity and Background

(a)This Statement is filed by Calvin Knowlton and Orsula Knowlton, husband and wife (together, the “Reporting Persons”).

(b)The business address of the Reporting Persons is 228 Strawbridge Drive, Suite 100, Moorestown, NJ 08057.

(c)Calvin Knowlton is the Chief Executive Officer and Chairman of the Board of Directors of the Company.  Orsula Knowlton is the President and a member of the Board of Directors of the Company.

(d)During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)The Reporting Persons are citizens of the United States.

Item 3.     Source and Amount of Funds or Other Consideration.

Immediately prior to the effectiveness of the Company’s registration statement on September 28, 2016 relating to the initial public offering of the Company, Dr. Calvin Knowlton received a restricted stock award of 337,307 shares of the Company’s Common Stock.  All such shares of Common Stock will vest on May 31, 2017.  Upon the completion of the Company’s initial public offering on October 4, 2016, Dr. Calvin Knowlton received an award of 3,970 shares of the Company’s Common Stock, which shares vested immediately.

Immediately prior to the effectiveness of the Company’s registration statement on September 28, 2016 relating to the initial public offering of the Company, Dr. Orsula Knowlton received a restricted stock award of 267,268 shares of the Company’s Common Stock.  All such shares of Common Stock will vest on May 31, 2017.  Upon the completion of the Company’s initial public offering on October 4, 2016, Dr. Orsula Knowlton received an award of 3,970 shares of the Company’s Common Stock, which shares vested immediately.

Upon the closing of the Company’s initial public offering on October 4, 2016, the Reporting Persons jointly purchased 4,290 shares of the Company’s Common Stock at the initial public offering price of $12.00 per share for aggregate consideration of $51,480.  The Reporting Persons used personal funds for the purchase of the Company’s Common Stock.

As co-founders of the Company, certain of the Reporting Persons’ shares of Common Stock were obtained through the exercise of stock options, warrants and other equity awards and instruments that were granted to the Reporting Persons during the course of their tenure as officers and/or directors of the Company.  On September 16, 2016, the Company effected a 1-for-1.94 reverse stock split for all such securities.

Item 4.     Purpose of Transaction.

As provided above, the Reporting Persons are co-founders, executive officers and directors of the Company.  As such, the Reporting Persons participate in meetings and decision-making of management of the Company and the Board of Directors. By virtue of their positions with the Company and their stock ownership, the Reporting Persons may be deemed to control the Company.  The Reporting Persons may from time to time develop plans respecting, or

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propose changes in, the management and personnel of the Company, composition of the Board of Directors, policies, operations, capital structure or business of the Company.  In addition to the foregoing, the Reporting Persons intend to review their holdings in the Company on a continuing basis. Depending upon, among other things, current and anticipated future trading prices for the Company’s securities, the results of operations and prospects of the Company and its businesses, general economic, market and industry conditions, and the Reporting Persons’ overall investment portfolio, strategic objectives and financial condition, the Reporting Persons may from time to time consider a number of possible strategies, including, among other things: (a) continued ownership of the Company’s equity currently beneficially owned by the Reporting Persons; and (b) acquiring additional interests in or disposing of some or all of their interests in the Company in the open market, in privately negotiated transactions or otherwise.  Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.     Interest in Securities of the Issuer.

(a) – (b)         Dr. Calvin Knowlton beneficially owns 1,314,153 shares of Common Stock of the Company, constituting 8.1% of the 15,812,892 outstanding shares of Common Stock of the Company as of October 4, 2016, as set forth in the Company’s Prospectus, filed with the Securities and Exchange Commission on September 29, 2016.  Dr. Orsula Knowlton beneficially owns 1,270,956 shares of Common Stock of the Company, constituting 7.9% of the 15,812,892 outstanding shares of Common Stock of the Company as of October 4, 2016, as set forth in the Company’s Prospectus, filed with the Securities and Exchange Commission on September 29, 2016.

Drs. Calvin and Orsula Knowlton are husband and wife, and may be deemed to beneficially own the shares of Common Stock of the Company beneficially owned by the other person.  Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by either Reporting Person that it is the beneficial owner of the shares of Common Stock beneficially owned by the other Reporting Person  referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose.

Dr. Calvin Knowlton has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of  1,120,864 shares of Common Stock of the Company, which consist of (i) 357,007 shares of common stock held directly by Dr. Calvin Knowlton, (ii) 337,307 shares of unvested restricted stock held directly by Dr. Calvin Knowlton (iii) 375,004 shares of common stock issuable upon the exercise of options within 60 days of October 11, 2016 by Dr. Calvin Knowlton, and (d) 51,546 shares of common stock held by The Knowlton Foundation, Inc., for which Dr. Calvin Knowlton serves as President.

Dr. Orsula Knowlton has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 1,077,667 shares of Common Stock of the Company, which consist of (i) 437,571 shares of Common Stock of the Company held directly by Dr. Orsula Knowlton, (ii) 267,268 shares of unvested restricted stock issued to Dr. Orsula Knowlton and (iii) 372,828 shares of Common Stock of the Company issuable upon the exercise of options within 60 days of October 11, 2016 by Dr. Orsula Knowlton.

Drs. Calvin and Orsula Knowlton have shared voting and investment power over 193,289 shares of Common Stock of the Company, which consist of  (i) 4,290 shares of Common Stock of the Company held jointly by Drs. Calvin Knowlton and Orsula Knowlton, (ii) 51,546 shares of common stock held by The Calvin and Orsula Knowlton Foundation, Inc., for which Drs. Calvin and Orsula Knowlton serve as Secretary and President, respectively, and (iii) 137,453 shares of Common Stock available for purchase by Drs. Calvin and Orsula Knowlton under a Repurchase Option Agreement with certain third party investors.

(c)

Immediately prior to the effectiveness of the Company’s registration statement on September 28, 2016 relating to the initial public offering of the Company, Dr. Calvin Knowlton received a restricted stock award of 337,307 shares of the Company’s Common Stock.  All such shares of Common Stock will vest on May 31, 2017.  Upon the completion of the Company’s initial public offering, Dr. Calvin Knowlton received an award of 3,970 shares of the Company’s Common Stock, which shares vested immediately.

Immediately prior to the effectiveness of the Company’s registration statement on September 28, 2016 relating to

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the initial public offering of the Company, Dr. Orsula Knowlton received a restricted stock award of 267,268 shares of the Company’s Common Stock.  All such shares of Common Stock will vest on May 31, 2017.  Upon the completion of the Company’s initial public offering, Dr. Orsula Knowlton received an award of 3,970 shares of the Company’s Common Stock, which shares vested immediately.

Upon the closing of the Company’s initial public offering on October 4, 2016, the Reporting Persons jointly purchased 4,290 shares of the Company’s Common Stock at the initial public offering price of $12.00 per share for an aggregate consideration of $51,480.

On April 5, 2016, the Reporting Persons sold 343,642 shares of Common Stock of the Company and immediately thereafter entered into a Repurchase Option Agreement pursuant to which the Reporting Persons acquired the right to purchase from the other parties to the agreement an aggregate of 137,453 shares of the Common Stock of the Company at a price per share of $9.70 at any time on or before the date that is six (6) months following the date of the initial public offering of the Common Stock of the Company.

(d)           No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company held by the Reporting Persons.

(e)           Not Applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On April 5, 2016, the Reporting Persons entered into a Repurchase Option Agreement (the “Repurchase Option Agreement”) with Diversified Private Equity Investors II, LP, a Delaware limited partnership, Diversified Private Equity Investors IV, LP, a Delaware limited partnership, Amberbrook VII, LP, a Delaware limited partnership, TDH Capital Partners, LP, a Pennsylvania limited partnership, Gulf View Investment Partners, LLC, a Delaware limited liability company, Stephen W. Harris, James M. Buck, III, and J.B. Doherty, pursuant to which the Reporting Persons acquired the right to purchase from the other parties to the agreement an aggregate of 137,457 shares of the Common Stock of the Company at a price per share of $9.70 at any time on or before the date that is six (6) months following the date of the initial public offering of the Common Stock of the Company.

Item 7.    Material to be Filed as Exhibits.

A.Joint Filing Agreement between Calvin Knowlton and Orsula Knowlton.

B.Repurchase Option Agreement.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:  October 11, 2016

/s/ Calvin H. Knowlton

Calvin H. Knowlton

/s/ Orsula V. Knowlton

Orsula V. Knowlton

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EX-99.A

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Tabula Rasa HealthCare, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of October 11, 2016.

/s/ Calvin H. Knowlton

Calvin H. Knowlton

/s/ Orsula V. Knowlton

Orsula V. Knowlton

EX-99.B

Exhibit B

REPURCHASE OPTION AGREEMENT

This REPURCHASE OPTION AGREEMENT (this “Agreement”), is made as of this 5th  day of April, 2016 (the “Effective Date”), by and between DIVERSIFIED PRIVATE EQUITY INVESTORS II, LP, a Delaware limited partnership, DIVERSIFIED PRIVATE EQUITY INVESTORS IV, LP, a Delaware limited partnership, AMBERBROOK VII, LP, a Delaware limited partnership, TDH CAPITAL PARTNERS, LP, a Pennsylvania limited partnership, GULF VIEW INVESTMENT PARTNERS, LLC, a Delaware limited liability company, STEPHEN W. HARRIS, JAMES M. BUCK, III, and J.B. DOHERTY (collectively, the “Stockholders”); and CALVIN H. KNOWLTON and ORSULA KNOWLTON (collectively, the “Knowltons”).

WHEREAS, contemporaneously herewith, the Knowltons have sold, and the Stockholders have purchased, 666,667 shares, in the aggregate, of the Class B Voting Common Stock of Tabula Rasa Healthcare, Inc. (the “Company”) par value $.0001 per share (collectively, the “Shares”) pursuant to that certain Stock Purchase Agreement of even date herewith by and among the Stockholders and the Knowltons (the “Stock Purchase Agreement”); and

WHEREAS, as part of the aforementioned sale transaction, the Stockholders have agreed that the Knowltons shall have the right to repurchase up to 266,667 of the Shares, pursuant to and limited by the terms and conditions set forth herein; and

WHEREAS, to assist in facilitating the relative rights between those Shares subject to the right to repurchase hereunder and those not subject to the right to repurchase hereunder, the Knowltons and the Stockholders have caused the Company to issue separate stock certificates to each of the Stockholders representing each respective portion of the Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, and intending to be legally bound, the parties agree:

1.Grant of Purchase Option.

Right to Purchase. Subject to the terms and conditions of this Agreement, at any time on or before the earlier to occur of (a) the date that is six (6) months following the date shares of the Company’s stock are first sold publicly in an offering registered with the Securities and Exchange Commission under the Securities Act of 1933, or (2) the second anniversary of the date of this Agreement (the “Purchase Commencement Date”), the Knowltons shall have the right (the “Purchase Right”), but not the

obligation, to cause the Stockholders to sell up to forty-percent (40%) of the Shares (i.e, 266,667 of the Shares), to the Knowltons at $5.00 per share (the “Purchase Price”), as follows:

Stockholder	Number of Shares
Diversified Private Equity Investors II, L.P.	6,667
Diversified Private Equity Investors IV, L.P.	26,667
Amberbrook VII, L.P.	154,667
TDH Capital Partners, L.P.	53,333
Gulf View Investment Partners, LLC	20,000
Stephen W. Harris	1,333
James M. Buck, III	2,000
J. B. Doherty	2,000

2.Procedures for Exercise of Purchase Right

(a)Exercise; Closing.

(i)The Knowltons may exercise the Purchase Right in one or more transactions, but in each case the total number of shares being purchased must be purchased in each such transaction pro rata from all of the Stockholders based on the relative Number of Shares set forth in the Table set forth in Section 1 hereof. The obligations of the Stockholders under this Agreement are several and not joint and (x) no Stockholder shall be responsible or liable for any failure by any other Stockholder to deliver such other Stockholder’s pro rata share or to otherwise abide by any obligations of such other Stockholder arising under the terms of this Agreement and (y) no Stockholder shall be required to sell or deliver any Shares to the Knowltons other than their pro rata portion of the aggregate shares covered by each respective exercise of the Purchase Right.

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(ii)If, at any time and from time to time, the Knowltons desire to exercise the Purchase Right, the Knowltons shall deliver to the Stockholders a written notice signed by both the Knowltons (A) declaring the exercise thereof, (B) designating the number of shares to be purchased, and (C) designating how the shares to be purchased are to be allocated between the Knowltons (the “Purchase Exercise Notice”).

(iii)Each of the Stockholders shall, at the closing of any purchase, represent and warrant to the Knowltons that (A) the Stockholder has full right, title and interest in and to the subject shares, (B) the Stockholder has all the necessary power and authority and has taken all necessary action to sell the subject shares, and (C) the subject shares are free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than (i) those arising as a result of or under the terms of this Agreement and (ii) any restrictions that may continue to be applicable under that certain Stockholders Agreement dated as of June 30, 2014 by and among the Company, the Knowltons, the Stockholders, certain other holders of Common Stock and the Investors (as therein defined), as amended by that certain Amendment No. 1 to the Stockholders Agreement dated as of October 21, 2015 and as may have been further amended subsequent to the date of this Agreement (as so amended, the “Stockholders Agreement”).

(iv)The closing of any sale of Shares pursuant to this Section 2 shall take place no later than 30 days following receipt by the Stockholders of the Purchase Exercise Notice. The Knowltons shall give the Stockholders at least 10 days’ written notice of the proposed date of closing (the “Purchase Right Closing Date”).

(b)Consummation of Sale. The Knowltons will pay the Purchase Price for the Shares by certified or official bank check or by wire transfer of immediately available funds on the Purchase Right Closing Date. The Knowltons agree that they will take any and all risks associated with all purchases effectuated under this Agreement relative to any applicable compliance with the terms of the Stockholders Agreement; and the Knowltons, jointly and severally will indemnify and hold harmless each of the Stockholders and each of their respective affiliates and each of their respective officers, directors, employees, shareholders, partners, managers and members from and against any loss, expense or damage (including without limitation reasonable attorneys’ fees and expenses) that may be incurred by any such indemnified person by virtue of consummating any sale to the Knowltons hereunder without taking any further action to secure any additional permitted transfer confirmations, waivers or consents and/or to complete any still applicable process of rights of first refusal and rights of co-sale under the Stockholders Agreement at or about the time of the consummation of any such sale.

(c)Cooperation. The Stockholders shall take all actions as may be reasonably necessary to consummate any sale contemplated by this Section 2, including, without limitation, by entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate; provided however that, as a result

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of any written notice or objection from a third person who is not a party to this Agreement, if any decision is made at the time to secure any additional permitted transfer confirmations, waivers or consents and/or to complete any still applicable process of rights of first refusal and rights of co-sale under the Stockholders Agreement so as to permit the transfer to occur, the Stockholders shall not be obligated to make any payment or incur any expense in order to secure any such additional permitted transfer confirmations, waivers and/or consents and/or to complete any such still applicable process of rights of first refusal and rights of co-sale under the Stockholders Agreement so as to permit the transfer to occur; and, under such circumstances, the Knowltons shall take all actions as may be reasonably necessary to assist the Stockholders in securing any further permitted transfer confirmations, waivers and/or consents and/or completing any further still applicable process of rights of first refusal and rights of co-sale under the Stockholders Agreement so as to permit the transfer to occur.

(d)Closing. At the closing of any sale and purchase pursuant to this Section 2, each Stockholder shall deliver to the Knowltons a certificate or certificates representing the shares to be sold, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the Purchase Price for the respective shares being sold by such Stockholder.

3.Replacement of Shares. The parties acknowledge that, as part of the process of effectuating an initial public offering of the Company’s stock, it is presently contemplated that all of the Company’s outstanding Class A Nonvoting Common Stock and Class B Voting Common Stock will be converted to a single class of common stock. In such event, or in the event of a stock split or stock dividend, or any other recapitalization, the Purchase Right will apply to forty percent (40%) of the stock issued by the Company to the Stockholders on account of, or in replacement of, the Shares, subject to any applicable price adjustment contemplated by Section 5 below.

4.Retention of Shares. The Stockholders shall retain, free and clear of any liens, encumbrances, restrictions or interests of third parties (other than (i) those arising as a result of or under the terms of this Agreement and (ii) the restrictions set forth in the Stockholders Agreement), a sufficient portion of the Shares to satisfy their obligations to sell and deliver shares upon any exercise of the Purchase Right by the Knowltons; provided however that the foregoing obligation shall not apply to the surrender of the Shares to the Company in exchange for replacement shares or the surrender of the Shares pursuant to any merger or consolidation under which other securities are to be issued or other consideration is to be issued in exchange for the Shares.

5.Adjustment to Purchase Price Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger

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of the Company with or into another person, (iv) sale of all or substantially all of the Company’s assets to another person or (v) other similar transaction, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, the Purchase Price shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, be appropriately and equitably adjusted (in form and substance satisfactory to the Stockholders) to insure that the economic rights of the parties with respect to the Purchase Right, and the relative rights of the parties, after such transaction remain as nearly as possible as they were prior to such transaction. The provisions of this Section 5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions.

6.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this subsection).

7.Entire Agreement. This Agreement, together with the Stock Purchase Agreement, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

8.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

9.Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

10.Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder

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preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.Governing Law: Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the city of Wilmington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

13.Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such party has considered the implications of this waiver; (c) such party makes this waiver voluntarily; and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 13.

14.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other

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means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15.No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Purchase Option Agreement on the date first written above.

BUYERS:
DIVERSIFIED PRIVATE EQUITY INVESTORS II, LP
By:		DPE Investors II, LP, General Partner
		By:		MidCoast Capital, LLC, General Partner
		By	/s/ Stephen W. Harris
			Stephen W. Harris, Managing Principal
DIVERSIFIED PRIVATE EQUITY INVESTORS IV, LP
By:		DPE Investors IV, LP, General Partner
		By:		MidCoast Capital, LLC, General Partner
		By	/s/ Stephen W. Harris
			Stephen W. Harris, Managing Principal
AMBERBROOK VII, LP
By:		Willowridge VII, LLC, General Partner
		By:	/s/ Luisa Hunnewell
			Luisa Hunnewell, Managing Member
TDH CAPITAL PARTNERS, LP
By:		Private Equity Management Co., Manager
		By:	/s/ James M. Buck, III
			James M. Buck, III, Vice President
GULF VIEW INVESTMENT PARTNERS, LLC
By:	/s/ Howard C. Landis
Howard C. Landis, Managing Member

/s/ Stephen W. Harris

Stephen W. Harris

/s/ James M. Buck, III

James M. Buck, III

/s/ J.B. Doherty

J.B. Doherty

SELLERS:

/s/ Calvin H. Knowlton

Calvin H. Knowlton

/s/ Orsula Knowlton

Orsula Knowlton

EXHIBIT A

Repurchase Option Agreement

Addresses of Stockholders:

Diversified Private Equity Investors II, LP

c/o Stephen W. Harris

MidCoast Capital, LLC

1430 Pheasant Run Circle

Yardley, PA 19067

Email: sharris@midcoastcapital.com

Diversified Private Equity Investors IV, LP

c/o Stephen W. Harris

MidCoast Capital, LLC

1430 Pheasant Run Circle

Yardley, PA 19067

Email: sharris@midcoastcapital.com

Amberbrook VII, LP

c/o Willowridge Partners, Inc.

122 E. 42nd Street, 37th Floor

New York, NY 10017

Email: lhunnewell@willowridge.com

TDH Capital Partners, LP

c/o James M. Buck, III

Private Equity Management Co.

259 N, Radnor-Chester Road, Suite 210

Radnor, PA 19087

Email: jmbuck3@aol.com and jb@tdhpemco.com

Gulf View Investment Partners, LLC

c/o Howard C. Landis

2431 Indian Pipeway

Naples, FL 34105

Email: hclandis@outlook.com

Stephen W. Harris

1430 Pheasant Run Circle

Yardley, PA 19067

Email: sharris@midcoastcapital.com

James M. Buck, III

Private Equity Management Co.

259 N, Radnor-Chester Road, Suite 210

Radnor, PA 19087

Email: jmbuck3@aol.com

J.B. Doherty

Private Equity Management Co.

259 N, Radnor-Chester Road, Suite 210

Radnor, PA 19087

Email: jb@tdhpemco.com

Addresses of Sellers:

Calvin H. Knowlton

628 Windsock Way

Moorestown, NJ 08057

oknowlton@carekinesis.com

Orsula Knowlton

628 Windsock Way

Moorestown, NJ 08057

oknowlton@carekinesis.com