Exhibit 10.5


 


Execution Version


 


June 28, 2021


 


DFP Healthcare Acquisitions Corp. 


780 Third Avenue, 37th Floor

New York, NY 10017


 


Re: DFP Healthcare Acquisitions Corp.


 


Ladies and Gentlemen:


 


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.


 


In consideration of the premises and the mutual
promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and as a condition to the Company’s entry into the Merger Agreement, the parties hereto agree as set forth below:


 


		1.	Deerfield Letter Agreement



 


Reference is made to that certain Letter Agreement,
dated as of August 7, 2020 (the “August 7 Letter Agreement”), by and between the Company and Deerfield Private
Design Fund IV, L.P. (“Deerfield”). Pursuant to the terms of the August 7 Letter Agreement, the Company agreed
to not consummate its initial Business Combination (as defined in the August 7 Letter Agreement) without the consent of Deerfield.


 


Deerfield hereby consents, solely for purposes
of the August 7 Letter Agreement, to the consummation of the Business Combination and the transactions contemplated thereby, in each
case, as contemplated by the Merger Agreement.


 


		2.	Company Charter



 


Further reference is made to the Second Amended
and Restated Certificate of Incorporation of the Company, dated as of March 10, 2020 (the “Company Charter”).
Pursuant to Section 4.3(b)(ii) of the Company Charter, in the case that shares of Class A Common Stock (as defined in the
Company Charter) or equity-linked securities are issued or deemed issued in excess of the amounts sold in the Company’s initial
public offering of securities and related to or in connection with the closing of the initial Business Combination (as defined in the
Company Charter), all issued and outstanding shares of Class B Common Stock (as defined in the Company Charter) shall automatically
convert into shares of Class A Common Stock at the time of the closing of the such initial Business Combination and the ratio for
which the shares of Class B Common Stock shall convert into shares of Class A Common Stock shall be adjusted as set forth therein.


 






     


     


    

 


Simultaneously with, and conditioned upon, the
consummation of the Business Combination contemplated by the Merger Agreement, pursuant to the terms thereof, DFP Sponsor LLC (the “Sponsor”),
which represents that it is the holder of a majority of the Class B Common Stock outstanding, hereby waives, in accordance with Section 4.3(b)(ii) of
the Company Charter, to the fullest extent permitted by law and the Company Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of
the Company Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Merger
Agreement, including the issuance of the Closing Share Consideration, the issuance, if at all, of Earnout Shares or the PIPE Investment,
in each case, cause the Class B Common Stock to convert to Class A Common Stock at a ratio of greater than one-for-one upon
consummation of the Business Combination contemplated by the Merger Agreement.


 


		3.	Pre-Closing Waiver of Redemption Rights



 


Each of Deerfield and Deerfield Partners, L.P.
(“Deerfield Partners” and, together with the Sponsor and Deerfield, the “Deerfield Holders”) covenants
and agrees that it shall not, at any time prior to the earlier of the Closing or the termination of the Merger Agreement in accordance
with Article XI, redeem any of the 2,500,000 shares (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations
and similar events) of Common Stock included in the units of the Company purchased by such Deerfield Holder in the Company’s initial
public offering.


 






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		4.	Exchange



 


From and after the date hereof, each of the Deerfield
Holders, on the one hand, and the Company, on the other, shall use its reasonable best efforts to, as soon as practicable after the date
hereof and in any event within thirty (30) days of the date hereof, (a) negotiate and mutually agree to a Series A Common Equivalent
Certificate of Designation, Preferences and Rights on substantially the terms and conditions set forth in the summary of terms attached
hereto as Exhibit B (the “Series Certificate of Designation” and the shares of capital stock issuable
thereunder, “Series A Common Equivalent Preferred Stock”), (b) upon agreement thereof, file the Series A
Certificate of Designation with the Secretary of State of the State of Delaware, and (c) negotiate and enter into an agreement (the
 “Exchange Agreement”) to be entered into between the Company and each Deerfield Holder providing for the exchange,
to occur immediately prior to the consummation of the Mergers, of such number of shares of Class A Common Stock, par value $0.0001
per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (the “Class B
Common Stock” and, together with the Class A Common Stock, the “Common Stock”), beneficially owned by
such Deerfield Holder as of the time of the consummation of such exchange (the “Exchange Shares”) for shares of Series A
Common Equivalent Preferred Stock (with each 100 shares of Common Stock being exchanged for one share of Series A Common Equivalent
Preferred Stock), such that immediately following such exchange and the consummation of the transactions contemplated by the Merger Agreement,
including the Mergers and the PIPE Investment, the Deerfield Holders, collectively, will hold an aggregate number of outstanding shares
of Class A Common Stock that represents 4.5% of the then outstanding shares of Class A Common Stock (allocated among the Deerfield
Holders based upon the number of Exchange Shares exchanged by each of them, as shall be determined by the Deerfield Holders in their discretion),
and each of the Deerfield Holders and the Company shall use their reasonable best efforts to consummate the transactions contemplated
by the Exchange Agreement (the “Exchange”) immediately prior to the consummation of the Mergers. The Company represents,
warrants, acknowledges and agrees that (i) for purposes of Rule 144 under the Securities Act, each Deerfield Holder’s
holding period for the shares of Series A Common Equivalent Preferred Stock issued to such Deerfield Holder in the Exchange, and
any shares of Class A Common Stock issued upon the conversion thereof, shall be deemed to have commenced on the date such Deerfield
Holder acquired the Exchange Shares from the Company or an affiliate of the Company (or such earlier date as may be permitted pursuant
to Rule 144 under the Securities Act) and, in the case of shares of Series A Common Equivalent Preferred Stock, and any shares
of Class A Common Stock issued upon the conversion thereof, issued to any Deerfield Holder in exchange for any Exchange Shares acquired
by such Deerfield Holder in the Company’s initial public offering, shall take on the registered/unrestricted character of such Exchange
Shares; (ii) the consummation of the Exchange, the issuance of shares of Series A Common Equivalent Preferred Stock pursuant
to the Exchange and the issuance of shares of Class A Common Stock upon the conversion of the Series A Common Equivalent Preferred
Stock in full (without regard to any limitation on the conversion thereof) shall not require the approval or consent of stockholders or
of TOI Parent (or any affiliate thereof) under the Company Charter, the Company’s Bylaws, the Merger Agreement, the DGCL, Nasdaq
listing rules or otherwise or any PIPE Investor or other third party, and (ii) the Exchange and the issuance of any other securities
to any Deerfield Holders shall be approved by the Company’s board of directors for purposes of Rule 16b-3 under the Exchange
Act and shall therefore be exempt from the liability provision of Section 16(b) of the Exchange Act. Each waiver or consent
of any Deerfield Holder hereunder is subject to, and conditioned upon, the accuracy of the Company’s representations and warranties,
and the Company’s performance of its obligations, under this Section 4.


 


		5.	Miscellaneous



 


Except as expressly set forth in this Consent
and Waiver Letter, the terms of the August 7 Letter Agreement and the Company Charter remain in full force and effect, without modification
or waiver thereof.


 


This Consent and Waiver Letter and the obligations
of each party hereunder shall automatically terminate upon the termination of the Merger Agreement in accordance with its terms.


 


TOI Parent shall be deemed a third party beneficiary
hereof and shall be entitled to rely and enforce the consents, agreements and waivers given hereunder.


 


The parties hereto may not amend, modify or waive
any rights or conditions of this Consent and Waiver Letter, except by a written instrument executed by all parties hereto and TOI Parent.


 


This Consent and Waiver Letter may be executed
and delivered in one or more counterparts (including by facsimile, electronic mail, in .pdf or other electronic submission) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 






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


 


This Consent and Waiver Letter shall be governed
by and construed and enforced in accordance with the laws of the State of Delaware, 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 Consent and Waiver Letter shall be brought and enforced in
the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in Wilmington,
Delaware, or solely if such courts decline jurisdiction, in any state courts located in Wilmington, Delaware), 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.


 


[Signature Page follows]


 






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IN WITNESS WHEREOF, the parties
have caused this Consent and Waiver Letter to be executed as of the date first written above.


 


	 	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
	 	 
	 	DFP Sponsor LLC
	 	 
	 	By:
	s/
Lawrence Atinsky

	 	Name:	Lawrence Atinsky
	 	Title:	Manager
	 	 
	 	DEERFIELD PARTNERS, L.P.
	 	 
	 	By:	Deerfield Mgmt, L.P.
 General Partner
	 	 
	 	By:	J.E. Flynn Capital, LLC
 General Partner
	 	 
	 	By:

                                                         
	s/
David J. Clark

	 	Name:	 David J. Clark
	 	Title:	Authorized Signatory




 


Acknowledged and Agreed:


 


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




 


[Signature page to Deerfield Consent and
Waiver]


 






    


     


    

 


Exhibit A


 


Merger Agreement


 






    


     


    

 


EXHIBIT B


 


Series A
Common Equivalent Preferred Stock 


DFP Healthcare Acquisitions Corp.


 


	Subject	Summary
	Par Value	
    $0.0001 per share

     

	Dividends and Distributions	
    Pro rata on an as-converted basis with the Class A Common Stock,
    without giving effect to Blocker/Beneficial Ownership Limitation. No other dividends.

     

	Voting Rights	
    No voting rights, except for the following or as otherwise required
    by law

     

    Approval of a majority of the outstanding shares of Series A is
    required to:

    ·      Alter
    rights, powers, preferences, etc. of Series A

    ·      Increase
    authorized shares of Series A

    ·      Amend
    charter or bylaws in a manner adverse to the rights (other than voting rights) of the Series A relative to the rights of the holders
    of common stock

    ·      Amend
the Series A Certificate of Designation

     

	Liquidation Rank	
    Senior to all common stock, junior to any series of preferred stock
    designated as senior to the Series A Common Equivalent Preferred Stock

     

	Liquidation Preference	
    Preference: $0.0001 per share, plus any declared but unpaid dividends

     

    Following payment of the preference, participates ratably with the
    common stock on an as-converted basis

     

	Optional Conversion	
    Convertible at the Holder’s option at any time into 100 shares
    of Class A Common Stock per share of Series A Common Equivalent Preferred Stock, subject to the Blocker/Beneficial Ownership
    Limitation

     

    Class A Common Stock must be delivered within the standard settlement
    period (currently two (2) trading days) after delivery of a conversion notice, consistent with the provisions in the Series A
    Common Equivalent Preferred Certificate of Designations

     

	
    Blocker/Beneficial Ownership Limitation

     
	
    4.9% of the total number of shares of common stock then outstanding

     




 






    


     


    

 


	Subject	Summary
	Fractional Shares	
    No fractional shares of Class A Common Stock will be issued upon
    conversion – fractional shares will be rounded up to the next whole share

     

	Adjustments to Conversion Rate	
    In the case of stock dividends, subdivisions of stock, combinations
    of stock, reclassifications of stock, in each case, with respect to Class A Common Stock, the conversion rate will be multiplied
    by the following fraction: A/B

     

    ·     A
    = # of shares of Class A Common Stock outstanding immediately after such event

    ·     B
= # of shares of Class A Common Stock outstanding immediately after such event

     

	Fundamental Transactions	
    In the case of mergers, consolidations, sales of substantially all
    assets, tender or exchange offers or other fundamental transactions involving the Class A Common Stock, holders of Series A
    are entitled to receive consideration they would have been entitled to receive if converted to Class A Common Stock immediately prior
    to such transaction, without giving effect to Blocker/Beneficial Ownership Limitation.