Exhibit 10.1


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This AMENDED AND RESTATED REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made as of November 12, 2021, by and among (i) DFP Healthcare Acquisitions
Corp., a Delaware corporation (“Pubco”), (ii) DFP Sponsor LLC, a Delaware limited liability company (“Sponsor”),
(iii) each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (iv) each of the other
Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to
this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) through (iv), an “Investor”
and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in Section 11 hereof.


 


WHEREAS, Pubco and certain of the Investors
(the “Original Holders”) are parties to that certain Registration Rights Agreement, dated as of March 10, 2020 (the “Prior
Agreement”);


 


WHEREAS, the Original Holders currently
hold an aggregate of 5,750,000 shares (the “Founder Shares”) of Class B ordinary common stock of Pubco, par value $0.0001
per share, issued prior to Pubco’s initial public offering;


 


WHEREAS, the Original Holders currently
hold an aggregate of 3,733,334 warrants (the “Private Placement Warrants”) to purchase, at an exercise price of $11.50 per
share (subject to adjustment), shares of Common Stock;


 


WHEREAS, Pubco, Orion Merger Sub I, Inc.,
a Delaware corporation and direct, wholly owned subsidiary of Pubco (“First Merger Sub”), Orion Merger Sub II, LLC, a Delaware
limited liability company and direct, wholly owned subsidiary of Pubco (“Second Merger Sub”) and TOI Parent, Inc., a
Delaware corporation (the “Company”) have entered into an Agreement and Plan of Merger, dated June 28, 2021 (the “Merger
Agreement”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto have agreed to enter into a
business combination transaction by which: (i) First Merger Sub will merge with and into the Company (the “First Merger”),
with the Company being the surviving corporation of the First Merger (the Company, in its capacity as the surviving corporation of the
First Merger, is sometimes referred to as the “Surviving Corporation”); and (ii) immediately following the First Merger
and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub
(the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving
entity of the Second Merger;


 


WHEREAS, in connection with the execution
and delivery of the Merger Agreement, Pubco and certain of the Deerfield Investors have entered into subscription agreements, dated as
of June 28, 2021 (the “Subscription Agreements”), pursuant to which, and subject to the terms and conditions thereof,
such Deerfield Investors have agreed to purchase an aggregate of 27,500,000 shares of Common Stock (including any Series A Common
Equivalent Preferred Stock (as described below) issued or issuable pursuant to the Subscription Agreements and any Common Stock issued
or issuable upon conversion thereof, the “PIPE Shares”);


 


WHEREAS, certain of the Deerfield Investors
(the “Letter Investors”) and Pubco have entered into a letter agreement dated as of June 28, 2021 (the “Consent
Letter”), pursuant to which, among other things, the Letter Investors and Pubco have agreed to enter into negotiations to establish
definitive documentation pursuant to which the Letter Investors will exchange a number of their shares of Common Stock and Founder Shares
for and in consideration of a number of shares of Pubco’s preferred stock, par value $0.0001 per share, to be designated as Series A
Common Equivalent Preferred Stock (“Series A Common Equivalent Preferred Stock”), pursuant to the terms of the Certificate
of Designation, Preferences and Rights contemplated by the Consent Letter, on a 100:1 basis; and


 


WHEREAS, the parties to the Prior Agreement
desire to amend and restate the Prior Agreement in its entirety on the terms and conditions included herein and to include the recipients
of the other Registrable Securities identified herein.


 






    A-C-1



     


    

 


NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby agree as follows:


 


1.   Resale Shelf Registration Rights.


 


(a)   Registration
Statement Covering Resale of Registrable Securities.    Pubco shall use its reasonable best efforts to prepare and file
or cause to be prepared and filed with the Commission, no later than thirty (30) days following the consummation of the Mergers (the “Filing
Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities
Act registering the resale from time to time by the Investors of all of the Registrable Securities held by the Investors (the “Resale
Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-1; provided, that Pubco shall file,
within thirty (30) days of such time as Form S-3 (“Form S-3”) is available for the Resale Shelf Registration Statement,
a post-effective amendment to the Resale Shelf Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3,
registering the Registrable Securities for resale in accordance with the immediately preceding sentence on Form S-3 (provided that
Pubco shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or post-effective
amendment) on Form S-3 covering such Registrable Securities has been declared effective by the Commission). Pubco shall use reasonable
best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event
later than the earlier of (i) sixty (60) days following the Filing Deadline and (ii) three (3) Business Days after the
Commission notifies Pubco that it will not review the Resale Shelf Registration Statement, if applicable (the “Effectiveness Deadline”);
provided, that, if the Registration Statement filed pursuant to this Section 1(a) is reviewed by, and Pubco receives comments
from, the Commission with respect to such Registration Statement, the Effectiveness Deadline shall be extended to ninety (90) days following
the Filing Deadline. Without limiting the foregoing, as soon as practicable, but in no event later than three (3) Business Days,
following the resolution or clearance of all Commission comments or, if applicable, following notification by the Commission that any
such Registration Statement or any amendment thereto will not be subject to review, Pubco shall file a request for acceleration of effectiveness
of such Registration Statement (to the extent required, by declaration or ordering of effectiveness, of such Registration Statement or
amendment by the Commission) to a time and date not later than two (2) Business days after the submission of such request. Once effective,
Pubco shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented
and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another
Registration Statement is available, under the Securities Act at all times for the public resale of all of the Registrable Securities
until such date as all Registrable Securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with
the intended method(s) of distribution set forth in such Registration Statement. The Resale Shelf Registration Statement shall contain
a Prospectus in such form as to permit any Investor to sell such Registrable Securities pursuant to Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such
Registration Statement, and Pubco shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or successor
thereto) under the Securities Act no later than the first (1st) Business Day after the Resale
Shelf Registration Statement becomes effective. The Resale Shelf Registration Statement shall provide that the Registrable Securities
may be sold pursuant to any method or combination of methods legally available to, and requested by, the Investors. Without limiting the
foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 1 shall include
a “plan of distribution” approved by the Majority TOI Investors and the Majority Deerfield Investors.


 






    A-C-2



     


    

 


(b)   Notwithstanding
the registration obligations set forth in this Section 1, in the event that, despite Pubco’s efforts to include all of the
Registrable Securities in any Registration Statement filed pursuant to Section 1(a), the Commission informs Pubco (the “Commission’s
Notice”) that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered
for resale as a secondary offering on a single Registration Statement, Pubco agrees to promptly (i) inform each of the holders thereof
and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and (ii) as
soon as practicable but in no event later than the New Registration Statement Filing Deadline, file an additional Registration Statement
(a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to Pubco for such Registration
Statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, Pubco shall be obligated to use its reasonable best efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral
guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation,
the Manual of Publicly Available Telephone Interpretations D.29. The Investors shall have the right to participate or have their
respective legal counsel participate in any meetings or discussions with the Commission regarding the Commission’s position and
to comment or have their respective counsel comment on any written submission made to the Commission with respect thereto. No such written
submission shall be made to the Commission to which any Investor’s counsel reasonably objects. Notwithstanding any other provision
of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on
a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a holder as to its Registrable Securities
directing the inclusion of less than such holder’s pro rata amount or otherwise required by the SEC, the number of Registrable
Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable
Securities held by the Investors. In the event Pubco amends the Resale Shelf Registration Statement or files a New Registration Statement,
as the case may be, under clauses (i) or (ii) above, Pubco will use its reasonable best efforts to file with the Commission,
as promptly as allowed by Commission or SEC Guidance provided to Pubco or to registrants of securities in general, one or more Registration
Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered
for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement. If Pubco shall not be able to register
for resale all of the Registrable Securities on the Resale Shelf Registration Statement within three (3) months following the date
of Pubco’s receipt of the Commission’s Notice, then, until such Resale Shelf Registration Statement is effective, each of
the Majority TOI Investors and the Majority Deerfield Investors shall be entitled to demand registration rights pursuant to Section 2
below as long as the demand request is a proposal to sell Registrable Securities with an aggregate market price at the time of request
of not less than $25,000,000 (the “Shelf Demand Right”).


 


(c)   Registrations
effected pursuant to this Section 1 shall not be counted as Demand Registrations effected pursuant to Section 2.


 


(d)   No Investor shall
be named as an “underwriter” in any Registration Statement filed pursuant to this Section 1 without the Investor’s
prior written consent; provided that if the Commission requests that an Investor be identified as a statutory underwriter in the Registration
Statement, then such Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to withdraw
from the Registration Statement upon its prompt written request to Pubco, in which case Pubco’s obligation to register such Investor’s
Registrable Securities shall be deemed satisfied or (ii) be included as such in the Registration Statement. Each Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to (and shall
be subject to the approval, which shall not be unreasonably withheld or delayed, of) the Majority TOI Investors and the Majority Deerfield
Investors prior to its filing with, or other submission to, the Commission; provided that, Pubco shall not be deemed to be in breach of
any Effectiveness Deadline or other deadline set forth in this Agreement if the failure of Pubco to meet such deadline is the result of
an Investor’s failure to approve such Registration Statement or amendment or supplement thereto or request for acceleration thereof.


 






    A-C-3



     


    

 


(e)   In
the event that on any Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available
under the Registration Statements filed pursuant to this Section 1 is insufficient to cover all of the Registrable Securities
(without giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into,
Registrable Securities and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of
such warrants for cash), Pubco shall amend such Registration Statements, or file a new Registration Statement (on the short form
available therefor, if applicable), or both, so as to cover the total number of Registrable Securities so issued or issuable
(without giving effect to any limitations on the exercise or conversion of any securities exercisable for, or convertible into,
Registrable Securities and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of
such warrants for cash) as of the Registration Trigger Date as soon as practicable, but in any event within fifteen (15) days after
the Registration Trigger Date. Pubco shall use its reasonable best efforts to cause such amendment and/or new Registration Statement
to become effective as soon as practicable following the filing thereof, but in any event Pubco shall cause such amendment and/or
new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date (or ninety (90) days if the
applicable Registration Statement or amendment is reviewed by, and comments are thereto provided from, the Commission) or as
promptly as practicable in the event Pubco is required to increase its authorized shares. “Trading Day” shall mean any
day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the
Common Stock is then being traded.


 


2.   Demand Registrations.


 


(a)   Requests for Registration.
    Subject to the terms and conditions of this Agreement and, as applicable, the lock-up provisions contained in Section 7.12
of Pubco’s Amended and Restated Bylaws (the “Bylaws”), at any time or from time to time, provided that Pubco does not
then have an effective Registration Statement outstanding covering all of the Registrable Securities, the holders of Registrable Securities
may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar
long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration
pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration
statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”),
in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating
Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”).
Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the
intended method of distribution. Subject to Sections 10(a) and 10(b) (collectively, the “MNPI Provisions”),
within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to
all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration
(and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and
in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein
within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder
shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in
such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is
or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.


 


(b)   Long-Form Registrations.
    (i) The Majority TOI Investors, on behalf of any and all TOI Investors, may request one
(1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such
Long-Form Registration has become effective, and (ii) the Majority Deerfield Investors may request one
(1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such
Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated to effect, or to take
any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Registrable Securities
requested to be registered in such Long-Form Registration exceeds $25,000,000 at the time of request, or (y) if Pubco has
already effected a Demand Registration (which became effective) in the preceding 45-day period; provided, further, that Pubco shall
only be obligated to effect, or take any action to effect, one (1) Long-Form Registration for each of the two groups
identified in the first sentence of this Section 2(b). A registration shall not count as the sole permitted
Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and
sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco
shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it
has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations
hereunder.


 






    A-C-4



     


    

 


(c)   Short-Form Registrations.   
In addition to the Long-Form Registration provided pursuant to Section 2(b), each of (i) the Majority TOI Investors, on
behalf of any and all TOI Investors and (ii) the Majority Deerfield Investors shall be entitled to request Short-Form Registrations
in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Registration has become effective; provided,
however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if the holders of Registrable Securities,
together with the holders of any other securities of Pubco entitled to inclusion in such Short-Form Registration, propose to sell
Registrable Securities with an aggregate market price at the time of request of less than $25,000,000, (y) if Pubco has already effected
three (3) Short-Form Registrations (which became effective) for the holders of Registrable Securities requesting a Short-Form Registration
pursuant to this Section 2(c), or (z) if Pubco has already effected a Demand Registration (which became effective) in the preceding
90-day period. Demand Registrations shall be Short-Form Registrations whenever Pubco is permitted to use any applicable short form
registration and if the managing underwriters (if any) agree to the use of a Short-Form Registration. For so long as Pubco is subject
to the reporting requirements of the Exchange Act, Pubco shall use its reasonable best efforts to make Short-Form Registrations available
for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of
the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant
to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration
to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such
request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such
Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier
of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf
Registration or (ii) the date as of which all of the Registrable Securities included in such registration are able to be sold within
a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale
or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or
Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such
warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and
file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable
Securities.


 


(d)   Shelf
Takedowns.    At any time when the Resale Shelf Registration Statement or a Shelf Registration for the sale or
distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Rule 415, including by way of an
underwritten offering, block sale or other distribution plan (each, a “Resale Shelf Registration”), is effective and its
use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) below, upon a written demand (a
 “Takedown Demand”) by any Investor that is, in either case, a Shelf Participant holding Registrable Securities at such
time (the “Initiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown”
of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all
Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions, Pubco will provide (x) in
connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business
Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a
Shelf Participant, (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the
consummation of the Mergers, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating
Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and
(z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such
Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In
connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of
the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to
receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which
notice must be received by Pubco no later than (A) in the case of a non-marketed underwritten takedown offering (other than a
Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by
10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed
underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating
Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their
Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder
shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained
in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes
available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.


 






    A-C-5



     


    

 


(e)   Priority on Demand
Registrations and Takedown Offerings.    Pubco shall not include in any Demand Registration that is an underwritten offering
any securities that are not Registrable Securities without the prior written consent of the managing underwriters and the holders of a
majority of the Registrable Securities then outstanding. If a Demand Registration or a takedown offering is an underwritten offering and
the managing underwriters advise Pubco in writing that in their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any,
which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable
Securities included in such underwritten offering, Pubco shall include in such offering, prior to the inclusion of any securities which
are not Registrable Securities, the Registrable Securities requested to be included in such registration (pro rata among the holders
of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder).


 


(f)   Restrictions on
Demand Registrations and Takedown Offerings.    Any demand for the filing of a Registration Statement or for a registered
offering (including a takedown offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which
any demanding Investor is party, and any such demand must be deferred until such lock-up arrangements no longer apply.


 


(i)   Pubco shall not
be obligated to effect any Demand Registration within 60 days prior to Pubco’s good faith estimate of the date of filing of
a Registration Statement in respect of an underwritten public offering of Pubco’s securities and for such a period of time after
such a filing as the managing underwriters request, provided that such period shall not exceed 120 days from the date of the underwriting
agreement entered into in respect of such underwritten public offering. Pubco may postpone, for up to 60 days from the date of the
request, the filing or the effectiveness of a Registration Statement for a Demand Registration or suspend the use of a prospectus that
is part of any Resale Shelf Registration Statement (and therefore suspend sales of the Registrable Securities included therein pursuant
to such Resale Shelf Registration Statement) by providing written notice to the holders of Registrable Securities in accordance with Section 2(f)(ii) if
the board of directors of Pubco reasonably determines in good faith that the offer or sale of Registrable Securities would be expected
to have a detrimental effect on any proposal or plan by Pubco or any subsidiary thereof to engage in any material acquisition or disposition
of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization,
reorganization or similar transaction or would require Pubco to disclose any material nonpublic information which would reasonably be
likely to be detrimental to Pubco and its subsidiaries; provided that in such event, the holders of Registrable Securities initially requesting
such Demand Registration or Takedown Demand shall be entitled to withdraw such request. Pubco may delay or suspend the effectiveness of
a Registration Statement filed hereunder or takedown offering pursuant to this Section 2(f)(i) only once in any consecutive
twelve-month period; provided that, for the avoidance of doubt, Pubco may in any event delay or suspend the effectiveness of Demand Registration
or takedown offering in the case of an event described under Section 5(g) to enable it to comply with its obligations set forth
in Section 5(f).


 






    A-C-6



     


    

 


(ii)   In
the case of an event that causes Pubco to suspend the use of any Resale Shelf Registration as set forth in
Section 2(f)(i) or pursuant to Section 5(g) (a “Suspension Event”), Pubco shall give a notice to the
holders of Registrable Securities registered pursuant to such Shelf Registration (a “Suspension Notice”), no later than
three (3) Business Days from the date of such Suspension Event, to suspend sales of the Registrable Securities and, subject to
the MNPI Provisions, such notice shall state that such suspension shall continue only for so long as the Suspension Event or its
effect is continuing (provided that in each notice Pubco shall not disclose the basis for such suspension or any material non-public
information to any Investor unless otherwise requested in writing by such Investor). Pubco shall use commercially reasonable efforts
to make the Resale Shelf Registration Statement available for the sale by Investors of Registrable Securities as soon as practicable
following a Suspension Event. A holder of Registrable Securities shall not effect any sales of the Registrable Securities pursuant
to such Resale Shelf Registration (or such filings) at any time after it has received a Suspension Notice from Pubco and prior to
receipt of an End of Suspension Notice (as defined below); provided, for the avoidance of doubt, that the foregoing shall not
restrict or otherwise affect the consummation of any sale pursuant to a contract entered into, or order placed, by any holder prior
to the delivery the Suspension Notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the
receipt of the Suspension Notice and shall not disclose the information contained in such Suspension Notice without the prior
written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other
than as a result of disclosure by such holder in breach of the terms of this Agreement. The holders of Registrable Securities may
recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf Registration (or such filings) following
further written notice to such effect (an “End of Suspension Notice”) from Pubco, which End of Suspension Notice shall
be given by Pubco to the holders of Registrable Securities and to such holders’ counsel, if any, promptly following the
conclusion of any Suspension Event.


 


(iii)   Notwithstanding
any provision herein to the contrary, if Pubco shall give a Suspension Notice with respect to any Resale Shelf Registration pursuant to
this Section 2(f), Pubco agrees that it shall extend the period of time during which such Resale Shelf Registration shall be maintained
effective pursuant to this Agreement by the number of days during the period from the date of receipt by the holders of the Suspension
Notice to and including the date of receipt by the holders of the End of Suspension Notice and provide copies of the supplemented or amended
prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond
the date that Common Stock covered by such Resale Shelf Registration are no longer Registrable Securities.


 


(g)   Selection of Underwriters.
    In connection with any Demand Registration, the Applicable Approving Party shall have the right to select the investment
banker(s) and manager(s) to administer the offering; provided that such selection shall be subject to the written consent of
Pubco, which consent will not be unreasonably withheld, conditioned or delayed. If any takedown offering is an underwritten offering,
the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such takedown
offering, provided that such selection shall be subject to the written consent of Pubco, which consent will not be unreasonably withheld,
conditioned or delayed. In each case, Pubco and the Applicable Approving Party shall have the right to approve the underwriting arrangements
with such investment banker(s) and manager(s) on behalf of all holders of Registrable Securities participating in such offering.
All Investors proposing to distribute their securities through underwriting shall (together with Pubco) enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such underwriting.


 


(h)   Other Registration
Rights.    Pubco represents and warrants to each holder of Registrable Securities that the registration rights granted
in this Agreement do not conflict with any other registration rights granted by Pubco. Except as provided in this Agreement, Pubco shall
not grant to any Persons the right to request Pubco to register any equity securities of Pubco, or any securities, options or rights convertible
or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Registrable
Securities then outstanding.


 






    A-C-7



     


    

 


(i)   Revocation
of Demand Notice or Takedown Notice.    At any time prior to the effective date of the Registration Statement
relating to a Demand Registration or the “pricing” of any offering relating to a Takedown Demand, the holders of
Registrable Securities that requested such Demand Registration or takedown offering may revoke such request for a Demand
Registration or takedown offering on behalf of all holders of Registrable Securities participating in such Demand Registration or
takedown offering without liability to such holders of Registrable Securities, in each case by providing written notice to
Pubco.


 


3.   Piggyback Registrations.


 


(a)   Right to Piggyback.
    Whenever Pubco proposes to register under the Securities Act an offering of any of its securities on behalf of any holders
thereof or otherwise effect an underwritten offering of securities (other than (i) pursuant to the Resale Shelf Registration Statement,
(ii) pursuant to a Demand Registration (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in,
Section 2 hereof), (iii) pursuant to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the
rights set forth in, Section 2 hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission
or any successor forms, (v) pursuant to a registration relating solely to employment benefit plans, or (vi) in connection with
a registration the primary purpose of which is to register debt securities) and the registration form to be used may be used for the registration
of Registrable Securities (a “Piggyback Registration”), Pubco shall give prompt written notice to all holders of Registrable
Securities of its intention to effect such a Piggyback Registration and, subject to the terms of Sections 3(c) and 3(d) hereof,
shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance
with other registration requirements and in any related underwriting) all Registrable Securities with respect to which Pubco has received
written requests for inclusion therein within ten (10) Business Days after the delivery of Pubco’s notice; provided that any
such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior
to the applicable Registration Statement becoming effective (if applicable).


 


(b)   Piggyback Expenses.
    The Registration Expenses of the holders of Registrable Securities shall be paid by Pubco in all Piggyback Registrations,
whether or not any such registration became effective.


 


(c)   Priority on Primary
Registrations.    If a Piggyback Registration is an underwritten primary registration on behalf of Pubco, and the managing
underwriters advise Pubco in writing that in their opinion the number of securities requested to be included in such registration exceeds
the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing
or method of distribution of the offering, Pubco shall include in such registration (i) first, the securities Pubco proposes to sell,
(ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the opinion of such
underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis
of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be included in
such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.


 


(d)   Priority on Secondary
Registrations.    If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Pubco’s
securities other than holders of Registrable Securities, and the managing underwriters advise Pubco in writing that in their opinion the
number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering
without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, Pubco shall
include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such
registration, (ii) second, the Registrable Securities requested to be included in such registration by the Investors which, in the
opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable Securities
on the basis of the number of Registrable Securities owned by each such holder), and (iii) third, other securities requested to be
included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.


 






    A-C-8



     


    

 


(e)   Other
Registrations.    If Pubco has previously filed a Registration Statement with respect to Registrable Securities
pursuant to Section 2 or pursuant to this Section 3, and if such previous registration has not been withdrawn or
abandoned, then Pubco shall not be required to file or cause to be effected any other registration of any of its equity securities
or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on
Form S-8 or any successor form or the Resale Shelf Registration Statement or a New Registration Statement) at the request of
any holder or holders of such Registrable Securities until a period of at least 90 days has elapsed from the effective date of
such previous registration; provided, however, that Pubco shall at all times remain obligated to file, supplement and/or amend, as
applicable, each Registration Statement required to be filed pursuant to Section 1 in accordance with
Sections 1(a) and 1(b), as applicable.


 


(f)   Right to Terminate
Registration.    Pubco shall have the right to terminate or withdraw any registration initiated by it under this Section 3
whether or not any holder of Registrable Securities has elected to include securities in such registration. The Registration Expenses
of such withdrawn registration shall be borne by Pubco in accordance with Section 7.


 


4.   Agreements of Certain Holders.


 


(a)   If required by
the managing underwriter(s), in connection with any underwritten Public Offering on or after the date hereof, any Investor that beneficially
owns 1% or more of the outstanding Common Stock on the date of such underwritten Public Offering shall enter into lock-up agreements with
the managing underwriter(s) of such underwritten Public Offering in such form as agreed to by such managing underwriter(s). In no
event shall any Investor holding Registrable Securities that is not a director or executive officer of Pubco on the date of such underwritten
Public Offering be required to enter into any such lock-up agreement (i) that contains less favorable terms than the terms offered
to any other Investor, or (ii) unless such Investor has requested its Registrable Securities be included in such underwritten registration,
after the first anniversary of the Closing Date (as defined in the Merger Agreement) if it owns less than 5% of the outstanding Common
Stock on the date of such underwritten Public Offering. In addition, (i) in no event shall any Investor that is not a director or
executive officer of Pubco on the date of such underwritten Public Offering be required to enter into lock-up agreements pursuant to this
Section 4(a) on more than two (2) occasions (unless such Investor is including its Registrable Securities in an underwritten
registration and such lock-up is requested by the managing underwriter(s) in connection therewith), (ii) any lock-up agreement
into which any Investor enters into pursuant to this Section 4(a) shall be for a period of not more than sixty (60) days, (iii) the
obligations of the Investors to enter into lockup agreements pursuant to this Section 4(a) shall terminate on the second anniversary
of the Closing Date, (iv) no Investor shall be required to enter into a lock-up agreement pursuant to this Section 4(a) within
six (6) months following the expiration of a previous lock-up agreement entered into by such Investor pursuant to this Section 4(a),
(v) no Investor shall be required to be subject to a lock-up agreement pursuant to this Section 4(a) during the sixty (60)
day period commencing immediately following the date that shares of Common Stock are first released from the Lock-up (as defined in the
Bylaws).


 


(b)   The
holders of Registrable Securities shall use commercially reasonable efforts to provide such information as may reasonably be requested
by Pubco, or the managing underwriter, if any, in connection with the preparation of any Registration Statement in which the Registrable
Securities of such holder are to be included, including amendments and supplements thereto, in order to effect the Registration Statement,
including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act
pursuant to Section 3. Notwithstanding anything else in this Agreement, Pubco shall not be obligated to include such holder’s
Registrable Securities to the extent Pubco has not received such information, and received any other reasonably requested selling stockholder
questionnaires, on or prior to the later of (i) the tenth (10th) Business Day following
the date on which such information is requested from such holder and (ii) the second (2nd) Business
Day prior to the first anticipated filing date of a Registration Statement pursuant to this Agreement.


 


5.   Registration Procedures.
    In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever
the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have
initiated a takedown offering, Pubco shall use its reasonable best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto Pubco shall as expeditiously as reasonably
possible:


 






    A-C-9



     


    

 


(a)   prepare in accordance
with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission a Registration
Statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities
laws, with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective
(provided that at least two (2) Business Days before filing a Registration Statement or prospectus or any amendments or supplements
thereto, Pubco shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed to be filed,
which documents shall be subject to the review and comment of such counsel, and no such document shall be filed with the Commission to
which any Investor or its counsel reasonably objects);


 


(b)   notify each holder
of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose, (B) the receipt by Pubco or its counsel of any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;


 


(c)   prepare and file
with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such Registration Statement and the prospectus used in connection therewith current, effective and available
for the resale of all of the Registrable Securities required to be covered thereby for a period ending when all of the securities covered
by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set
forth in such Registration Statement (but not in any event before the expiration of any longer period required under the Securities Act
or, if such Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the
underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer)
and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement
during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;


 


(d)   furnish to each
seller of Registrable Securities thereunder such number of copies of such Registration Statement, each amendment and supplement thereto,
the prospectus included in such Registration Statement (including each preliminary prospectus), each Free-Writing Prospectus and such
other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such
seller;


 


(e)   during any period
in which a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the
Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;


 


(f)   use its reasonable
best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as
the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such seller (provided that Pubco shall not be required to (i) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 5(f), (ii) consent to general service of process in any such jurisdiction
or (iii) subject itself to taxation in any such jurisdiction);


 


(g)   promptly
notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when
such Registration Statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any
prospectus relating to a Registration Statement has been filed and when any registration or qualification has become effective under
a state securities or blue sky law or any exemption thereunder has been obtained, (ii) subject to the MNPI Provisions after
receipt thereof, of any request by the Commission for the amendment or supplementing of such Registration Statement or prospectus or
for additional information, and (iii) at any time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, Pubco promptly shall prepare, file with the Commission and furnish to each such seller a reasonable
number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary
to make the statements therein not misleading;


 






    A-C-10



     


    

 



 


(h)   cause all such
Registrable Securities to be listed on each securities exchange on which similar securities issued by Pubco are then listed and, if similar
securities are not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange
for at least two market makers to register as such with respect to such Registrable Securities with FINRA;


 


(i)   if applicable,
promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering contemplated
by resales of securities under the Resale Shelf Registration Statement (an “Issuer Filing”), pay the filing fee required by
such Issuer Filing and use its reasonable best efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does
not object to the terms of the offering contemplated by the Resale Shelf Registration Statement.


 


(j)   provide a transfer
agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;


 


(k)   enter into and
perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Applicable
Approving Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, if the Registration involves the Registration of Registrable Securities involving gross proceeds
in excess of $25,000,000, participating in such number of “road shows”, investor presentations and marketing events as the
underwriters managing such offering may reasonably request);


 


(l)   make available
for inspection by a representative of the Investors, other than the Deerfield Investors (such representative to be selected by the Majority
TOI Investors), a representative of the Deerfield Investors, any underwriter participating in any disposition pursuant to such Registration
Statement and any attorney, accountant or other agent retained by any such representative or underwriter, all financial and other records,
pertinent corporate and business documents and properties of Pubco as shall be reasonably requested to enable them to exercise their due
diligence responsibility, and cause Pubco’s officers, managers, directors, employees, agents, representatives and independent accountants
to supply all information reasonably requested by any such representative, underwriter, attorney, accountant or agent in connection with
such Registration Statement; provided, however, that any such representative or underwriter enters into a confidentiality agreement, in
form and substance reasonably satisfactory to Pubco, prior to the release or disclosure of any such information;


 


(m)   take all reasonable
actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration (including any Shelf Registration)
or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities
Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together
with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading;


 


(n)   otherwise use
its reasonable best efforts to comply with all applicable rules and regulations of the Commission;


 


(o)   permit any holder
of Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed
to be an underwriter or a controlling Person of Pubco to participate in the preparation of such registration or comparable statement and
to require the insertion therein of material furnished to Pubco in writing, which in the reasonable judgment of such holder and its counsel
should be included;


 






    A-C-11



     


    




 


(p)   in the event of
the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in
any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order;


 


(q)   use its reasonable
best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable
Securities;


 


(r)   cooperate with
the holders of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the
Registration Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter,
or agent, if any, or such holders may request;


 


(s)   cooperate with
each holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(t)   if such registration
includes an underwritten public offering, use its reasonable best efforts to obtain a cold comfort letter from Pubco’s independent
public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily covered by cold
comfort letters as the underwriters in such registration reasonably request;


 


(u)   provide a legal
opinion of Pubco’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes
an underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion
shall be addressed to the underwriters;


 


(v)   if Pubco files
an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not
become an ineligible issuer (as defined in Rule 405)) during the period during which such Automatic Shelf Registration Statement
is required to remain effective;


 


(w)   if Pubco does
not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee
at such time or times as the Registrable Securities are to be sold;


 


(x)   subject to the
terms of Section 2(c) and Section 2(d), if an Automatic Shelf Registration Statement has been outstanding for at least
three (3) years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities,
and, if at any time when Pubco is required to re-evaluate its WKSI status Pubco determines that it is not a WKSI, use its reasonable best
efforts to refile the Registration Statement on Form S-3 and keep such Registration Statement effective (including by filing a new
Resale Shelf Registration or Shelf Registration, if necessary) during the period throughout which such Registration Statement is required
to be kept effective;


 


(y)   cooperate with
each Investor that holds Registrable Securities being offered and the managing underwriter or underwriters with respect to an applicable
Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive
legends) representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be
registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities
to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian (“DWAC”) system, in any such case as such Investor
or the managing underwriter or underwriters, if any, may reasonably request; and


 






    A-C-12



     


    

 


(z)   for so long as
this Agreement remains effective, (a) cause the Common Stock to be eligible for clearing through DTC, through its DWAC system; (b) be
eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure that the transfer
agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s Fast Automated
Securities Transfer Program (or successor thereto); and (d) use its reasonable best efforts to cause the Common Stock to not at any
time be subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services, including
the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC “chill,”
 “freeze” or similar restriction with respect to any DTC services, use its reasonable best efforts to cause any such “chill,”
 “freeze” or similar restriction to be removed at the earliest possible time.


 


6.   Termination of Rights.
    Notwithstanding anything contained herein to the contrary, the right of any Investor to include Registrable Securities
in any Demand Registration or any Piggyback Registration shall terminate on such date that (i) such Investor (together with its affiliates)
beneficially owns less than 1% of the outstanding Common Stock, (ii) has held the securities for one year and (iii) may sell
all of the Registrable Securities owned by such Investor pursuant to Rule 144 of the Securities Act without any restrictions as to
volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information
required under Rule 144(c)(i) or Rule 144(i)(2); provided, however, that with respect to any Investor whose rights have
terminated pursuant to this Section 6, if following such a termination, such Investor loses the ability to sell all of its Registrable
Securities pursuant to Rule 144 of the Securities Act without any restrictions as to volume or the manner of sale or otherwise and
without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(i) or
Rule 144(i)(2) due to a change in interpretive guidance by the Commission or otherwise, then such Investor’s right to
include Registrable Securities in any Demand Registration or any Piggyback Registration shall be reinstated until such time as the Investor
is once again able to sell all of its Registrable Securities pursuant to Rule 144 of the Securities Act without any restrictions
as to volume or the manner of sale or otherwise and without the requirement for the Company to be in compliance with the current public
information required under Rule 144(c)(i) or Rule 144(i)(2).


 


7.   Registration Expenses.


 


(a)   All expenses incident
to Pubco’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and
filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and filings, printing
expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for Pubco and all
independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by
Pubco (all such expenses being herein called “Registration Expenses”), shall be borne by Pubco as provided in this Agreement
and, for the avoidance of doubt, Pubco also shall pay all of its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense
of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which
similar securities issued by Pubco are then listed. Each Person that sells securities hereunder shall bear and pay all underwriting discounts
and commissions, underwriter marketing costs, brokerage fees and transfer taxes applicable to the securities sold for such Person’s
account and all reasonable fees and expenses of any legal counsel representing any such Person.


 


(b)   Pubco shall reimburse
the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by
the Applicable Approving Party in connection with any underwritten Demand Registration.


 






    A-C-13



     


    

 


8.   Indemnification.


 


(a)   Pubco
agrees to (i) indemnify, defend and hold harmless, to the fullest extent permitted by law, each Investor, each Person who
controls such Investor (within the meaning of the Securities Act or the Exchange Act) each Investor’s and control
Person’s respective officers, directors, members, partners, managers, agents, affiliates and employees from and against all
losses, claims, actions, damages, liabilities and expenses (“Losses”) caused by any untrue or alleged untrue statement
of material fact contained in any Registration Statement, prospectus, preliminary prospectus, free writing prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of a prospectus, in light of the circumstances under which the
statements therein were made), and (ii) pay to each Investor and their respective officers, directors, members, partners,
managers, agents, affiliates and employees and each Person who controls such Investor (within the meaning of the Securities Act or
the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, except in each case of (i) or (ii) insofar as the same are
caused by or contained in any information furnished in writing to Pubco or any managing underwriter by or on behalf of such Investor
expressly for use therein; provided, however, that the indemnity agreement contained in this Section 8 shall not apply to
amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent
of Pubco (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall Pubco be liable in any such case for
any such claim, loss, damage, liability or action to the extent that it arises out of or is based upon an untrue or alleged untrue
statement of any material fact contained in the Registration Statement, prospectus, preliminary prospectus, free writing prospectus
or any amendment thereof or supplement thereto or omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the Registration Statement, prospectus, preliminary prospectus,
free writing prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Investor expressly for use in connection with such Registration Statement or to the extent that
such Loss results from an Investor’s initiation of a transaction pursuant to a Registration Statement during a Suspension
Event noticed to such Investor by Pubco in accordance with Section 2(f)(ii) hereof. In connection with an underwritten
offering, Pubco shall indemnify any underwriters or deemed underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect
to the indemnification of the holders of Registrable Securities.


 


(b)   In connection
with any Registration Statement in which a holder of Registrable Securities is participating, each such holder shall furnish to Pubco
in writing such information relating to such holder as Pubco reasonably requests for use in connection with any such Registration Statement
or prospectus and, to the extent permitted by law, shall indemnify Pubco, its officers, directors, employees, agents and representatives
and each Person who controls Pubco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue or alleged untrue statement
or omission is contained in any information so furnished in writing by or on behalf of such holder or to the extent that such Loss results
from an Investor’s initiation of a transaction pursuant to a Registration Statement during a Suspension Event noticed to such Investor
by Pubco in accordance with Section 2(f)(ii) hereof; provided that the obligation to indemnify shall be individual, not joint
and several, for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale of Registrable
Securities pursuant to such Registration Statement.


 


(c)   Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party in defending such claim) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel (as well as one local counsel for each applicable jurisdiction) for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified
parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included
in the registration, at the expense of the indemnifying party. Notwithstanding anything to the contrary contained herein, Pubco shall
not, without the prior written consent of the Person entitled to indemnification, consent to entry of any judgment or enter into any
settlement or other compromise with respect to any claim in respect of which indemnification or contribution may be or has been sought
hereunder (whether or not any such indemnified Person is an actual or potential party to such action or claim) which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified Persons of a full release from all liability
with respect to such claim or which includes any admission as to fault or culpability or failure to act on the part of any indemnified
Person.


 






    A-C-14



     


    

 


(d)   Each party hereto
agrees that, if for any reason the indemnification provisions contemplated by Sections 8(a) or 8(b) are unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party
in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, relates to information supplied by or on behalf of such indemnifying party or indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party
in connection with investigating or, except as provided in Section 8(c), defending any such action or claim. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The sellers’ obligations in this Section 8(d) to contribute
shall be several in proportion to the amount of securities registered by them and not joint and shall be limited to an amount equal to
the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration (less
the aggregate amount of any damages or other amounts such Investor has otherwise been required to pay (pursuant to Section 8(b) or
otherwise) as a result of any untrue statements, alleged untrue statements, omissions or alleged omissions in connection with such registration).


 


(e)   The indemnification
and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, manager, agent, representative or controlling Person of such indemnified party
and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.


 


9.   Participation
in Underwritten Registrations.    No Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any
over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities
shall be required to sell more than the number of Registrable Securities such holder has requested to include) and
(b) completes and executes all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable
Securities included in any underwritten registration shall be required to make any representations or warranties to Pubco or the
underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such
Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any
indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those
provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as may be
reasonably requested by Pubco and the lead managing underwriter(s) that are consistent with such holder’s obligations
under Section 4, Section 5 and this Section 9 or that are necessary to give further effect thereto, and Pubco shall
execute and deliver such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in
order to effect any registration required hereunder. To the extent that any such agreement is entered into pursuant to, and
consistent with, Section 4 and this Section 9, the respective rights and obligations created under such agreement shall
supersede the respective rights and obligations of the holders, Pubco and the underwriters created pursuant to this
Section 9.


 






    A-C-15



     


    

 


10.   Other Agreements.


 


(a)   For so long as
any Investor holds Registrable Securities that may be sold pursuant to Rule 144 only if Pubco is in compliance with the current public
information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), Pubco will use its commercially reasonable
efforts to make and keep public information available, as those terms are understood and defined in Rule 144 and, in furtherance
thereof, (i) remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (ii) timely
(without giving effect to any extensions pursuant to Rule 12b-25 under the Exchange Act, as applicable) file all reports and other
materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (provided, that the failure to file
Current Reports on Form 8-K, other than the Form 8-K filed on the Form 10 Disclosure Filing Date, shall not be deemed to
violate this Section 10(b) to the extent that Rule 144 remains available for the resale of Registrable Securities). Upon
reasonable prior written request, Pubco shall deliver to the Investors a customary written statement as to whether it has complied with
such requirements.


 


(b)   Notwithstanding
anything in this Agreement to the contrary, and subject to (and without limiting) Section 8(s) of the Subscription Agreements,
in the event that Pubco believes that a notice or communication required by this Agreement to be delivered to any Investor contains material,
nonpublic information relating to Pubco, its securities, any of its affiliates or any other Person, Pubco shall so indicate to such Investor
prior to delivery of such notice or communication, and such indication shall provide such Investor the means to refuse to receive such
notice or communication; and in the absence of any such indication, the Investors and their respective affiliates, agents and representatives
shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information
relating to Pubco, its securities, any of its affiliates or any other Person. In the event of a breach of any of the foregoing covenants
by Pubco, any of its affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys,
agents or representatives, in addition to any other remedies otherwise available at law or in equity, each of the Investors shall have
the right to make a public disclosure in the form of a press release or otherwise, of the applicable material nonpublic information without
the prior approval by Pubco or any of its affiliates, officers, directors (or equivalent persons), employees, stockholders, attorneys,
agents or representatives, and no Investor (nor any of its affiliates, agents or representatives) shall have any liability to Pubco, any
of its affiliates or any of its or their respective officers, directors (or equivalent persons), employees, stockholders, attorneys, agents
or representatives for any such disclosure.


 


(c)   Notwithstanding
the foregoing and Section 8(s) of the Subscription Agreements, to the extent Pubco reasonably and in good faith determines
that it is necessary to disclose material non-public information to an Investor in order to comply with its obligations hereunder (a
 “Necessary Disclosure”), Pubco shall inform counsel to such Investor (which, with respect to the Deerfield Investors, shall
be Katten Muchin Rosenman LLP (Attn: Mark D. Wood and Jonathan D. Weiner)) of such determination without disclosing the applicable material
non-public information, and Pubco and such counsel on behalf of the applicable Investor shall endeavor to agree upon a process for making
such Necessary Disclosure to the applicable Investor or its representatives that is mutually acceptable to such Investor and Pubco (an
 “Agreed Disclosure Process”). Thereafter, Pubco shall be permitted to make such Necessary Disclosure (only) in accordance
with the Agreed Disclosure Process. In furtherance of (but without limiting) the foregoing or Section 8(s) of the Subscription
Agreements, at any time on or after the effective date of the Resale Shelf Registration Statement, any Investor may deliver written notice
(an “Opt-Out Notice”) to Pubco requesting that such Investor thereafter not receive notices from Pubco otherwise required
by Section 10 of this Agreement, other than Suspension Notices to the extent applicable to such Investor; provided, however, that
such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Investor (unless such
Opt-Out Notice is subsequently revoked), Pubco shall not deliver any such notices to such Investor, and such Investor shall no longer
be entitled to the rights associated with any such notice or conditioned upon the receipt of or response to any such notice.


 






    A-C-16



     


    

 


(d)   The stock certificates
evidencing the Registrable Securities (and/or book entries representing the Registrable Securities) held by each Investor shall not contain
or be subject to any legend restricting the transfer thereof (and the Registrable Securities shall not be subject to any stop transfer
or similar instructions or notations) and no Investor shall be required to delivery any documentation affixed with a medallion guarantee
in connection therewith: (A) while a Registration Statement covering the sale or resale of such securities is effective under the
Securities Act, or (B) if such Investor provides customary paperwork to the effect that it has sold such shares pursuant to Rule 144,
or (C) if such Registrable Securities are eligible for sale under Rule 144(b)(1) as set forth in customary non-affiliate
paperwork provided by such Investor, or (D) if at any time on or after the date that is one year after the Form 10 Disclosure
Filing Date such Investor certifies that it is not an affiliate of Pubco and that such Investor’s holding period for purposes of
Rule 144 in respect of such Registrable Securities is at least six (6) months, or (E) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission)
as determined in good faith by counsel to Pubco or set forth in a legal opinion delivered by nationally recognized counsel to the Initiating
Holder (collectively, the “Unrestricted Conditions”). Pubco agrees that following the Registration Date or at such time as
any of the Unrestricted Conditions is met or such legend is otherwise no longer required it will, no later than two (2) Business
Days following the delivery by an Investor to Pubco or Pubco’s transfer agent of a certificate representing any Registrable Securities,
issued with a restrictive legend, (or, in the case of Registrable Securities represented by book entries, delivery by an Investor to Pubco
or Pubco’s transfer agent of a legend removal request) deliver or cause to be delivered to such Investor a certificate or, at the
request of such Investor, deliver or cause to be delivered such Registrable Securities to such Investor by crediting the account of such
Investor’s prime broker with DTC through its Deposit/Withdrawal at Custodian (DWAC) system, in each case, free from all restrictive
and other legends and stop transfer or similar instructions or notations and without the requirement for any Investor to deliver any documentation
affixed with a medallion guarantee. For purposes hereof, “Registration Date” shall mean the date that the Resale Shelf Registration
Statement covering the Registration Statement has been declared effective by the Commission. If any of the Unrestricted Conditions is
met at the time of issuance of any Registrable Securities (e.g., upon exercise of warrants), then such securities shall be issued free
of all legends. Each Investor shall have the right to pursue any remedies available to it hereunder, or otherwise at law or in equity,
including a decree of specific performance and/or injunctive relief, with respect to Pubco’s failure to timely deliver shares of
Common Stock without legend as required pursuant to the terms hereof.


 


11.   Definitions.


 


(a)   ”Applicable
Approving Party” means the holders of a majority of the Registrable Securities participating in the applicable offering or, in the
case of a Short-Form Registration effected pursuant to Section 2(c), the holders of a majority of the type of Registrable Securities
that initiated such Short-Form Registration.


 


(b)   ”Block Trade”
means any non-marketed underwritten takedown offering taking the form of a bought deal or block sale to a financial institution.


 


(c)   ”Business
Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which Pubco’s chief executive office
is located or in New York, NY.


 






    A-C-17



     


    

 


(d) ”Commission” means the U.S. Securities
and Exchange Commission.


 


(e)   ”Common Stock”
means the Class A Common Stock of Pubco, par value $0.0001 per share.


 


(f)   ”Deerfield
Investors” means the Sponsor, Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P., Steven Hochberg and any Related
Deerfield Fund that becomes a party to this Agreement following the date hereof by execution of a joinder hereto or other written agreement
between such Related Deerfield Fund and Pubco, and any of their respective affiliates and their direct and indirect transferees, if any,
who become a party to this Agreement pursuant to Section 12(f) of this Agreement.


 


(g)   ”Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.


 


(h)   ”FINRA” means the Financial
Industry Regulatory Authority or any successor thereto.


 


(i)   ”Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.


 


(j)   ”Form 10
Disclosure Filing Date” means the date on which Pubco shall file with the Commission a Current Report on Form 8-K that includes
current “Form 10 information” (within the meaning of Rule 144) reflecting Pubco’s
status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144, which in no event shall occur
later than four business days following the consummation of the Mergers


 


(k)   ”Majority
Deerfield Investors” means, as of any date of determination, the holders of a majority of the Registrable Securities held by the
Deerfield Investors as of such date; provided, that if any of the shares of Common Stock held by any of the Deerfield Investors are converted
into, or exchanged for, any other securities of Pubco (“Replacement Securities”) or are convertible into, or exercisable or
exchangeable for, Common Stock, then for purposes of this definition, each holder of such Replacement Securities shall be deemed to hold
such Common Stock, and such Common Stock shall be deemed “Registrable Securities.”


 


(l)   ”Majority
TOI Investors” means, as of any date of determination, the holders of a majority of the Registrable Securities held by the TOI Investors
and their successors and assigns.


 


(m)   ”New
Registration Statement Filing Deadline” means, with respect to any New Registration Statements that may be required pursuant to
Section 1(b), (i) the tenth (10th) day following the first date on which such Registrable
Securities may then be included in a Registration Statement if such Registration Statement is required to be filed because the Commission
shall have informed Pubco that certain Registrable Securities were not eligible for inclusion in a previously filed Registration Statement,
or (B) if such New Registration Statement is required for a reason other than as described in clause (i) of this definition,
the fifteenth (15th) day following the date on which Pubco first knows that such New Registration
Statement is required.


 


(n)   ”Permitted
Transferees” means any Person to whom an Investor transfers Registrable Securities; provided, however, that, with respect to any
transfer of Registrable Securities that constitute Lock-up Shares (as defined in the Bylaws), during the applicable Lock-up Period (as
defined in the Bylaws), the transferee thereof shall only constitute a Permitted Transferee if such transferee is a Person to whom such
Registrable Securities are permitted to be transferred by the transferring Investor during the applicable Lock-up Period (as defined in
per Bylaws) under the Bylaws.


 


(o)   ”Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, any other legal entity or business organization and a governmental entity or any department,
agency or political subdivision thereof.


 


(p)   ”Prospectus”
means (i) the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus and (ii) any free
writing prospectus (within the meaning of Rule 405 under the Securities Act) relating to any offering of Registrable Securities
pursuant to a Registration Statement.


 






    A-C-18



     


    

 


(q)   ”Public
Offering” means any sale or distribution by Pubco and/or holders of Registrable Securities to the public of Common Stock pursuant
to an offering registered under the Securities Act.


 


(r)   ”Register,”
 “Registered” and “Registration” mean a registration effected by preparing and filing a Registration Statement
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.


 


(s)   ”Registrable
Securities” means (i) any Founder Shares held by the Investors, (ii) any shares of Common Stock issued to an Investor,
or issuable upon exercise of warrants issued to an Investor, in Pubco’s initial public offering, (iii) any Private Placement
Warrants (or underlying securities) held by the Investors, (iv) any PIPE Shares held or later acquired by any Investor, (v) any
shares of Common Stock issued to an Investor pursuant to the terms of the Merger Agreement, (vi) any other shares of Common Stock
or warrants to purchase shares of Common Stock held or later acquired by an Investor, including any shares of Common Stock issued or issuable
upon conversion of any Series A Common Equivalent Preferred Stock, (vii) any shares of Common Stock issued or issuable upon
the exercise, conversion or exchange of, or pursuant to anti-dilution provisions applicable to, securities hereafter issued in exchange
or substitution for, or otherwise with respect to, securities referred to in clauses (i) through (v) by way of reclassification,
exchange or otherwise, and (viii) any Common Stock issued or issuable with respect to the securities referred to in the preceding
clauses (i) through (vii) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when they have been sold or distributed to the public pursuant to an offering registered under the Securities Act or sold to
the public through a broker, dealer or market maker in compliance with Rule 144 following the consummation of the Mergers or repurchased
by Pubco or any of its subsidiaries. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities,
and the Registrable Securities shall be deemed to be in existence, whenever such Person holds such Registrable Securities of record or
in “street name” or has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right
and, in the case of Registrable Securities issuable upon exercise of warrants, assuming the exercise thereof for cash), whether or not
such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities
hereunder; provided a holder of Registrable Securities may only request that Registrable Securities in the form of Common Stock be registered
pursuant to this Agreement.


 


(t)   ”Registration
Statement” means any registration statement filed by Pubco with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


(a)   ”Related
Deerfield Fund” means any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as Deerfield Partners, L.P. or Deerfield Private Design Fund IV, L.P.


 


(u)   ”Rule 144”,
 “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or
any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.


 


(v)   ”Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all
rules and regulations promulgated thereunder.


 


(w)   ”Shelf
Participant” means any holder of Registrable Securities listed as a potential selling stockholder in connection with the Resale
Shelf Registration Statement or the Shelf Registration or any such holder that could be added to such Resale Shelf Registration Statement
or Shelf Registration without the need for a post-effective amendment thereto or added by means of an automatic post-effective amendment
thereto.


 






    A-C-19



     


    

 


(x)   ”TOI Investors”
means M33 Growth I, L.P., TOI HC I, LLC, Oncology Care Partners, LLC, Agajanian Holdings, Inc., Agajanian Family Trust and their
direct and indirect transferees, if any, who become a party to this Agreement pursuant to Section 12(f) of this Agreement.


 


(y)   ”WKSI” means a “well-known
seasoned issuer” as defined under Rule 405.


 


12.   Miscellaneous.


 


(a)   No Inconsistent
Agreements.    Pubco shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates or in any way impairs the rights granted to the Investors in this Agreement.


 


(b)   Entire Agreement.
    This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect
to the subject matter hereof, and amends and restates the Prior Agreement its entirety.


 


(c)   Remedies.    Any
Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond
or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific
performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other
security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(d)   Amendments and
Waivers.    Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only with the
prior written consent of Pubco and the holders of a majority of the Registrable Securities then outstanding; provided, that (i) such
majority shall include the Majority Deerfield Investors for so long as the Deerfield Investors hold at least 5% of the outstanding Common
Stock on the date of such amendment or waiver (assuming the exercise of all warrants, and the conversion of all preferred stock and other
convertible securities, held by the Deerfield Investors without giving effect to any restrictions or limitations on exercise or conversion
thereof), provided that for so long as the Deerfield Investors hold any Registrable Securities, such majority shall include the Majority
Deerfield Investors in all cases to amend or waive any provision of Section 1, Section 2(f), Section 4(a), Section 10
and this Section 12(d) hereof and any related definitions (including the definition of “Deerfield Investors” and
 “Majority Deerfield Investors”) and (ii) such majority shall include the Majority TOI Investors for so long as the TOI
Investors hold at least 5% of the outstanding Common Stock on the date of such amendment or waiver, provided, further, that no amendment
may materially and disproportionately adversely affect the rights of any holder of Registrable Securities compared to other holders of
Registrable Securities without the consent of such adversely affected holder. Any amendment or waiver effected in accordance with this
Section 12(d) shall be binding upon each Investor and Pubco. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce
each and every provision of this Agreement in accordance with its terms.


 


(e)   Successors
and Assigns.    All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of
Registrable Securities and any subsequent holder of securities that are convertible into, or exercisable or exchangeable for,
Registrable Securities. Pubco shall not assign its obligations hereunder without the prior written consent of the holders of a
majority of the Registrable Securities then outstanding; provided, that such majority shall include the Majority Deerfield Investors
for so long as the Majority Deerfield Investors hold at least 5% of the outstanding Common Stock on the date such consent is
sought.


 






    A-C-20



     


    

 



 


(f)   Transfer of Rights.
    An Investor may transfer or assign, in whole or from time to time in part, to one or more Permitted Transferees, its
rights and obligations under this Agreement and such rights will be transferred to such transferee effective upon receipt by Pubco of
(A) written notice from such Investor stating the name and address of the transferee and identifying the number of Registrable Securities
with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (B) except
in the case of a transfer to an existing Investor, a written agreement from such transferee to be bound by the terms of this Agreement.
A transferee of Registrable Securities who satisfies the conditions set forth in this Section 12(f) shall henceforth be an
 “Investor” for purposes of this Agreement and in the case of a transfer from a TOI Investor or Deerfield Investor, a transferee
shall be considered a TOI Investor or Deerfield Investor as shall be applicable. In the event a holder transfers Registrable Securities
included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request
of such holder, Pubco shall use its reasonable best efforts to amend or supplement the Resale Shelf Registration Statement as may be
necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Resale Shelf Registration
Statement; provided that in no event shall Pubco be required to file a post-effective amendment to the Resale Shelf Registration Statement
unless Pubco receives a written request from the subsequent transferee, requesting that its shares of Common Stock be included in the
Resale Shelf Registration Statement, with all information reasonably requested by Pubco.


 


(g)   Severability.
    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any
respect under any applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality
or unenforceability, without invalidating the remainder of this Agreement.


 


(h)   Counterparts.
    This Agreement may be executed simultaneously in counterparts (including by means of facsimile, electronic mail, portable
data format (PDF) or other electronic signature pages), any one of which need not contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same Agreement.


 


(i)   Descriptive Headings;
Interpretation.    The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a part of this Agreement. Unless the context otherwise required: (i) the use of the word “including” herein shall mean
 “including without limitation,” (ii) all references to Sections, Schedules or Exhibits are to Sections, Schedules or
Exhibits contained in or attached to this Agreement, and (iii) words in the singular or plural include the singular and plural,
and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter.


 


(j)   Governing Law;
Jurisdiction.    All issues and questions concerning the construction, validity, enforcement and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereto agree
that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in any Delaware Chancery Court, or if such court does not have
subject matter jurisdiction, any court of the United States located in the State of Delaware. Each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such court.


 






    A-C-21



     


    

 


(k)   Notices.    All
notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by or email or by registered
or certified mail (postage prepaid, return receipt requested) to each Investor at the address indicated on the Schedule of Investors
attached hereto and to Pubco at the address indicated below (or at such other address as shall be specified in a notice given in accordance
with this Section 12(k)):


 


The Oncology Institute of Hope and Innovation

18000 Studebraker Rd. Suite 800

Cerritos, CA 90703

E-mail: 

Attention: Brad Hively


 


with a copy to:


 


Latham & Watkins LLP

355 South Grand Avenue, Suite 100

Los Angeles, CA 90071-1560


 


Email:


 


Attention:


 


Steven Stokdyk

Brian Duff


 


(l)   Mutual Waiver
of Jury Trial.    As a specifically bargained inducement for each of the parties to enter into this Agreement (with each
party having had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any
lawsuit or legal proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit
or legal proceeding relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court
of competent jurisdiction by a judge sitting without a jury.


 


(m)   No Strict Construction.
    The parties hereto 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 shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.


 


* * * * *


 






    A-C-22



     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Amended and Restated Registration Rights Agreement as of the date first written above.


 


	 	DFP HEALTHCARE ACQUISITIONS CORP. 
	 	 	 
	 	By: 	/s/ Christopher Wolfe 
	 	Name: 	Christopher Wolfe 
	 	Title: 	Chief Financial Officer 
	 	 
	 	INVESTORS: 
	 	 
	 	DFP SPONSOR LLC 
	 	 	 
	 	By:	/s/ Steven Hochberg 
	 	Name: 	Steven Hochberg 
	 	Title: 	Manager 
	 	 
	 	DEERFIELD PRIVATE DESIGN FUND IV, L.P. 
	 	 
	 	By: Deerfield Mgmt, L.P., Its General Partner 
	 	 
	 	By: J.E. Flynn Capital, Llc, Its General Partner 
	 	 	 
	 	 	/s/ David Clark 
	 	Name: 	David Clark 
	 	Title: 	Authorized Signatory 
	 	 
	 	DEERFIELD PARTNERS, L.P. 
	 	 
	 	By: Deerfield Mgmt, L.P., Its General Partner 
	 	 
	 	By: J.E. Flynn Capital, Llc., Its General Partner 
	 	 
	 	 	/s/ David Clark 
	 	Name: 	David Clark 
	 	Title: 	Authorized Signatory 



 






    A-C-23



     


    

 


	 	M33 GROWTH I L.P. 
	 	 
	 	 	/s/ Gabriel Ling 
	 	Name: 	Gabriel Ling 
	 	Title: 	Managing Director 
	 	 
	 	ONCOLOGY CARE PARTNERS, LLC 
	 	 
	 	 	/s/ Ravi Sarin 
	 	Name: 	Ravi Sarin 
	 	Title: 	Manager 



 






    A-C-24



     


    

 


	 	JIMMY HOLDINGS, INC. 
	 	 
	 	 	/s/ Richy Agajanian 
	 	Name: 	Richy Agajanian 
	 	Title: 	President, Chief Executive Officer and Secretary 
	 	 
	 	TOI M, LLC 
	 	 
	 	 	/s/ Gabriel Ling 
	 	Name: 	Gabriel Ling 
	 	Title: 	Manager 



 






    A-C-25



     


    

 


	 	TOI HC I, 
	 	 
	 	By:	/s/ Christopher W. Kersey 
	 	Name: 	Christopher Kersey 
	 	Title: 	Manager 
	 	 
	 	AGAJANIAN HOLDINGS, LLC 
	 	 
	 	By:	/s/ Hilda Agajanian 
	 	Name: 	Hilda Agajanian 
	 	Title: 	Manager 



 






    A-C-26



     


    

 


SCHEDULE OF INVESTORS


 


	Investor 			Address 	
	DFP Sponsor LLC			
    DFP Sponsor LLC

    [**]

    Attn: [**]

    E-mail: [**]

     

    with a copy (which shall not constitute notice) to:

     

    White & Case LLP

    [**]

    Attn:

    [**]

     

    

    E-mail:

    [**]

     

    

    and

     

    Katten Muchin Rosenman LLP

    [**]

    Attn: [**]

    Email: [**]
	
	Deerfield Private Design Fund IV, L.P.			
    Deerfield Private Design Fund IV, L.P.

    [**]

    Attn: [**]

    E-mail: [**]

     

    with a copy (which shall not constitute notice) to:

     

    Katten Muchin Rosenman LLP

    [**]

    Attn: [**]

    Email: [**]
	
	Deerfield Partners, L.P.			
    Deerfield Partners, L.P.

    [**]

    Attn: [**]

    E-mail: [**]

     

    with a copy (which shall not constitute notice) to:

     

    Katten Muchin Rosenman LLP

    [**]

    Attn: [**]

    Email: [**]
	
	M33 Growth I L.P. 			M33 Growth I L.P. 

[**] 

Attn: [**] 

Email: [**] 	
	TOI M, LLC	 	 	TOI M, LLC 

[**]

Attn: [**]

Email: [**]	 


 









    A-C-27



     


    

 





	Investor 			Address 	
	TOI HC I, LLC 			
    TOI HC I, LLC

    c/o Havencrest Healthcare Partners, L.P.

    [**]

     

    Attn:

    [**] 

     

    Email:

    [**] 

     
	
	Oncology Care Partners, LLC 			Ravi Sarin 

Email: [**]	
	 	 	 	 	 
	Jimmy Holdings, Inc. 			
    Richy Agajanian

    [**]

    Email: [**]

     

    With a copy (which shall not be deemed to constitute notice) to:

     

    Sheppard, Mullin, Richter & Hampton LLP

    [**]

    Attn: [**]

    Email: [**]
	
	Agajanian Holdings, LLC 			
    Hilda Agajanian

    [**]

    Email: [**]

     

    With a copy (which shall not be deemed to constitute notice) to:

     

    Sheppard, Mullin, Richter & Hampton LLP

    [**]

    Attn: [**]

    Email: [**]
	


 









    A-C-28



     


    

 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
JOINDER


 


The undersigned is executing and delivering
this Joinder pursuant to the Amended and Restated Registration Rights Agreement dated as of         
          (as the same may hereafter be amended, the “Registration Rights Agreement”),
among DFP Healthcare Acquisitions Corp., a Delaware corporation (“Pubco”), and the other persons named as parties therein.


 


By executing and delivering this Joinder
to Pubco, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights
Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement.


 


Accordingly, the undersigned has executed
and delivered this Joinder as of the        day of         
   , 20      .


 


		INVESTOR:
	 	 
		[•]
	 	 
		By:
	 	 
	 	 
		 
	 	Its:
	 	 
		Address for Notices: [•]
	 	 
		[•]
	 	 
		[•]
	 	 
		[•]
	 	 
		Agreed and Accepted as of
		 
	 	 
	 	DFP HEALTHCARE ACQUISITIONS CORP.
		 
	 	By:
		 
	 	 
	 	 
		Its:



 






    A-C-29