INDEMNITY AGREEMENTIndemnification Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March [ ], 2020, by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March [ ], 2020 by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2020, is made and entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DFP Healthcare Acquisitions Corp.Underwriting Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 10, 2020 by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 10, 2020, is by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
DFP Healthcare Acquisitions Corp. 780 Third AvenueSecurities Subscription Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by DFP Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 4,312,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 562,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 28, 2021, by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
DFP Healthcare Acquisitions Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and DFP Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and DFP Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March [ ], 2020, is by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification & Liability • November 22nd, 2021 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between The Oncology Institute, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AGREEMENT AND PLAN OF MERGER by and among DFP HEALTHCARE ACQUISITIONS CORP., ORION MERGER SUB I, INC., ORION MERGER SUB II, LLC AND TOI PARENT, INC. dated as of June 28, 2021Merger Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 28, 2021, by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (“Acquiror”), Orion Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub”) and TOI Parent, Inc., a Delaware corporation (the “Company”). Acquiror, First Merger Sub, Second Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
FORM OF STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This Agreement is made on this 10th day of March, 2020 by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Christopher Wolfe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2022 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 9, 2022, by and among (i) The Oncology Institute, Inc., a Delaware corporation (“Pubco”), (ii) Deerfield Partners, L.P., a Delaware limited Partnership (“Deerfield Partners”), (iii) Deerfield Private Design Fund IV, L.P., a Delaware limited partnership (“DPD IV”), (iv) Deerfield Private Design Fund V, L.P., a Delaware limited partnership (“DPD V” and, together with DPD IV and Deerfield Partners, the “Deerfield Funds”), and (iv) each assignee or transferee of Registrable Securities that enters into a joinder to this Agreement agreeing to be bound by the terms hereof (such assignees or transferees, together with the Deerfield Funds, collectively, the “Investors” and each an “Investor”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 11 hereof and, if not otherwise defined herein, shall have the meanings set forth in the Facility Agreement (as
EXECUTION VERSION US_153737865v8 FACILITY AGREEMENT dated as of August 9, 2022 by and among The Oncology Institute, Inc., as the Borrower, the other Loan Parties party hereto from time to time, the Lenders and DEERFIELD PARTNERS, L.P., as agent for...Facility Agreement • August 10th, 2022 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • New York
US-DOCS\140649349.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement (the “Agreement”) previously entered into between TOI Management, LLC, a Delaware limited liability company (the “Company”), on the one hand,...Employment Agreement • May 10th, 2023 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • California
DFP Healthcare Acquisitions Corp. New York, NY 10017 Re: Deerfield Agreement Gentlemen:Deerfield Agreement • August 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the underwritten initial public offering (the “Public Offering”) by DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Units are listed on The Nasdaq Capital Market.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2024 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2024 (the “Effective Date”), by and between TOI Management, LLC, a Delaware limited liability company (the “Company”), and Rob Carter (the “Executive”). The Company and the Executive may be referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 21.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 28, 2021, by and between DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”).
LIMITED CONSENTLimited Consent • June 15th, 2023 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • New York
This Limited Consent, dated as of June 14, 2023 (this “Consent”), is granted in connection with the Facility Agreement, dated as of August 9, 2022 (as amended or otherwise modified from time to time, the “Agreement”), by and among The Oncology Institute, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party thereto from time to time, the lenders party thereto from time to time (together with their successors and permitted assigns, the “Lenders”), Deerfield Partners, L.P., as agent for itself and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Agreement.
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT WITH RESPECT TO SERIES A PREFERRED STOCK OF TOI PARENT, INC., A DELAWARE CORPORATIONRestricted Stock Agreement • May 19th, 2022 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine
WHEREAS, the Grantee and Jimmy Holdings entered into certain Restricted Stock Agreement(s) with respect to the number of shares of Restricted Stock set forth above (the “Original Agreement”);
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2022 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2022 (the “Effective Date”), by and between TOI Management, LLC, a Delaware limited liability company (the “Company”), and Mihir Shah (the “Executive”). The Company and the Executive may be referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 21.
June 28, 2021Merger Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks
This consent and waiver letter (this “Consent and Waiver Letter”) is being executed and delivered in connection with the proposed Merger Agreement, dated as of the date hereof, by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), Orion Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company, Orion Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of the Company and TOI Parent, Inc., a Delaware corporation (“TOI Parent”) (in the form attached hereto as Exhibit A, without giving effect to any material amendment, waiver or modification thereto, the “Merger Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the meanings given thereto under the Merger Agreement.
CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 22nd, 2021 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • California
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated January 12, 2021 and effective as of September 19, 2018, is by and between TOI Management, LLC, a Delaware limited liability company (“Management”) and The Oncology Institute CA, a Professional Corporation (formerly known as Richy Agajanian, M.D., a Professional Corporation), a California professional corporation (the “Practice”), for itself and on behalf of its subsidiaries (whether currently operating or hereafter created or acquired) (collectively, the “Subsidiaries”).
DFP HEALTHCARE ACQUISITIONS CORP. New York, NY 10017Administrative Services Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among DFP Healthcare Acquisitions Corp. (the “Company”) and DFP Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COMPANY SUPPORT AGREEMENTCompany Support Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2021, is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (“Acquiror”), TOI Parent Inc., a Delaware corporation (the “Company”), DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the persons set forth on Schedule I attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 29th, 2021 • DFP Healthcare Acquisitions Corp. • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2021, is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Acquiror”), TOI Parent, Inc., a Delaware corporation (the “Company”), DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Mr. Steven Hochberg (“Mr. Hochberg”), Mr. Christopher Wolfe (“Mr. Wolfe”), Mr. Richard Barasch (“Mr. Barasch”), Dr. Jennifer Carter (“Dr. Carter”), Dr. Mohit Kaushal (“Dr. Kaushal”) and Dr. Gregory Sorensen (“Dr. Sorensen” and, together with Mr. Hochberg, Mr. Wolfe, Mr. Barasch, Dr. Carter and Dr. Kaushal, the “D&O Stockholders”). The Sponsor and the D&O Stockholders are sometimes collectively referred to herein as the “Subject Stockholders,” and each a “Subject Stockholder.”
DFP Healthcare Acquisitions Corp. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 13th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
DFP Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
DFP HEALTHCARE ACQUISITIONS CORP. New York, NY 10017Administrative Services Agreement • March 5th, 2020 • DFP Healthcare Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among DFP Healthcare Acquisitions Corp. (the “Company”) and DFP Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
151014726v5 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (including the schedules, annexes and exhibits hereto, this “Agreement”), dated as of November 12, 2021, is entered into by and among DFP Healthcare Acquisitions Corp., a Delaware corporation (the...Exchange Agreement • November 22nd, 2021 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THE ONCOLOGY INSTITUTE, INC. REGISTRATION RIGHTS CONSENT, AMENDMENT, AND WAIVERRegistration Rights Agreement • August 10th, 2022 • Oncology Institute, Inc. • Services-offices & clinics of doctors of medicine • Delaware
Reference is made to that certain Amended and Restated Registration Rights Agreement, dated as of November 12, 2021, by and among The Oncology Institute, Inc. (f/k/a DFP Healthcare Acquisitions Corp.), a Delaware corporation (the “Company”), DFP Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the Persons listed on the Schedule of Investors therein and each of the other Persons set forth on the Schedule of Investors who, at any time, own securities of the Company and enter into a joinder to the agreement (each an “Investor” and collectively, “Investors”) (the “Existing RRA”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Existing RRA.
