Exhibit 10.1


 


August 7, 2020


 


DFP Healthcare Acquisitions Corp.


780 Third Avenue, 37th Floor


New York, NY 10017


 


Re: Deerfield Agreement


 


Gentlemen:


 


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.


 


The Company hereby agrees with Deerfield
Private Design Fund IV, L.P. (“Deerfield”) as follows:


 


1.                  
The Company shall not consummate its initial Business Combination without the consent of Deerfield. Deerfield shall not
unreasonably withhold such consent with regard to an initial Business Combination with a business primarily engaged in the healthcare
industry, giving consideration to issues including but not limited to the potential regulatory, reputational or compliance impact
to such party. The Company acknowledges that Deerfield does not intend to provide consent to any proposed business combination
with a target that is not primarily engaged in the healthcare industry.


 


2.                  
Deerfield agrees that if the Company seeks stockholder approval of a proposed Business Combination for which Deerfield has
granted consent, then in connection with such proposed Business Combination, Deerfield shall (i) vote any shares of common stock,
par value $0.0001 per share, of the Company (“Common Stock”) owned by it in favor of such proposed Business
Combination and (ii) not redeem any shares of Common Stock owned by it in connection with such stockholder approval.


 


3.                  
As used herein, “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses.


 


4.                   The
Company hereby agrees and acknowledges that Deerfield, together with its affiliates, is a professional investment fund, and
as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business
(as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted
under applicable law, Deerfield shall not be liable to the Company for any claim arising out of, or based upon, (i) the
investment by Deerfield in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other
representative of Deerfield to assist any such competitive Company, whether or not such action was taken as a member of the
board of directors of such competitive Company or otherwise, and whether or not such action has a detrimental effect on the
Company; provided, however, that the foregoing shall not relieve (x) Deerfield from liability associated with
the unauthorized disclosure of the Company’s confidential information obtained from the Company in connection with its
investment therein, or (y) any director or officer of the Company from any liability associated with his or her fiduciary
duties to the Company. The Company acknowledges that Deerfield is in the business of investing in both private and public
companies and therefore reviews the business plans and related proprietary information of many enterprises, including
enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in
this Agreement shall preclude or in any way restrict Deerfield from investing or participating in any particular enterprise
whether or not such enterprise has products or services which compete with those of the Company. The Company hereby agrees
that Deerfield does not owe the Company a duty to refrain from trading securities in the public markets based solely on
Deerfield’s access to or possession of the Company’s confidential information.


 









     


     


    

 





5.                  
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or
oral, to the extent they relate to the subject matter hereof. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.


 


6.                  
This Letter Agreement shall be binding on the parties hereto and each of their permitted successors and assigns.


 


7.                  
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


8.                  
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


[Signature Page follows]


 






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	 	DEERFIELD PRIVATE DESIGN FUND IV, L.P.
	 	 
	 	By:   	Deerfield Mgmt IV, L.P.
	 	 	General Partner
	 	 	 
	 	By:	J.E. Flynn Capital IV, LLC
	 	 	General Partner
	 	 	 
	 	By:	/s/ David J. Clark
	 	 	Name:   	David J.  Clark
	 	 	Title:	Authorized Signatory


 


Acknowledged and Agreed:


 


	DFP HEALTHCARE ACQUISITIONS CORP.	 
	 	 
	By:   	 /s/ Chris Wolfe	 
	 	Name:	Chris Wolfe	 
	 	Title:   	Chief Financial Officer	 


 


[Signature Page to Deerfield Agreement]