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”).
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, 2021Agreement and Plan of Merger • 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.
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”).
June 28, 2021Letter 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.
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.”
