Exhibit 10.7


 


TOI PARENT, INC.


 


2019 NON-QUALIFIED STOCK OPTION PLAN


 






    


     


    

 





TABLE OF CONTENTS


 


TOI PARENT, INC.


 


2019 NON-QUALIFIED STOCK OPTION
PLAN


 





	 	 	Page
	 	 	 
	1.	PURPOSE	1
	 	 	 
	2.	ADMINISTRATION OF THE PLAN	1
	 	 	 
	3.	OPTION SHARES	2
	 	 	 
	4.	AUTHORITY TO GRANT OPTIONS	3
	 	 	 
	5.	OPTION AGREEMENTS	3
	 	 	 
	6.	ELIGIBILITY	3
	 	 	 
	7.	EXERCISE PRICE	3
	 	 	 
	8.	DURATION AND EXERCISABILITY OF OPTIONS	3
	 	 	 
	9.	RESTRICTIONS ON EXERCISE OF OPTIONS	3
	 	 	 
	10.	EXERCISE OF OPTIONS	4
	 	 	 
	11.	NON-TRANSFERABILITY OF OPTIONS	4
	 	 	 
	12.	TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF THE OPTIONEE WITH THE COMPANY	5
	 	 	 
	13.	REQUIREMENTS OF LAW	5
	 	 	 
	14.	NO RIGHTS AS STOCKHOLDER	6
	 	 	 
	15.	NO EMPLOYMENT OBLIGATION	6
	 	 	 
	16.	CHANGES IN THE COMPANY’S CAPITAL STRUCTURE	6
	 	 	 
	17.	DEFINITIONS	8
	 	 	 
	18.	AMENDMENT OR TERMINATION OF PLAN AND OPTIONS	10



 






    -i-


     


    

 


TABLE OF CONTENTS


(continued)



 


	 	 	Page
	 	 	 
	19.	CERTAIN RIGHTS OF THE COMPANY	11
	 	 	 
	20.	WITHHOLDING TAXES	11
	 	 	 
	21.	GOVERNING LAW; CONSTRUCTION	11
	 	 	 
	22.	EFFECTIVE DATE OF THE PLAN	11


 






    -ii-


     


    

 


2019 NON-QUALIFIED STOCK OPTION PLAN


 


TOI Parent, Inc. hereby
adopts in its entirety the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan (the “Plan”), as of January 2, 2019
(“Plan Adoption Date”). Capitalized terms used but otherwise not defined elsewhere in the Plan are defined in Section
17.


 


		1.	PURPOSE



 


The purpose
of the Plan is to provide an incentive to directors, consultants, advisors and key employees of TOI Parent, Inc., a Delaware corporation
(the “Company”), and its Subsidiaries to continue their association with the Company and its Subsidiaries by providing
opportunities for such persons to participate in the ownership of the Company and in its further growth, and to offer an additional inducement
in obtaining the services of such persons. The Plan provides for the grant of options (the “Options”) to acquire Stock
that are not intended to qualify as “incentive stock options” under the Internal Revenue Code of 1986, as amended (the “Code”).
Capitalized terms not defined elsewhere in the document are defined in Section 17.


 


		2.	ADMINISTRATION OF THE PLAN



 


(a)               
The Plan shall be administered by a committee (the “Committee”) consisting of the Board or such individual directors
who shall from time to time be designated by the Board. Each member of the Committee shall, at any time that the Company has a class of
equity securities registered under Section 12 of the Exchange Act, be a “disinterested person” within the meaning of Rule
16b-3 under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code.


 


(b)              
The Committee shall, from time to time, report to the Board the names of employees or other persons to whom Options are granted,
the number of shares covered by each Option and the terms and conditions of each such Option.


 






    -1-


     


    

 


(c)                The
Committee shall have the authority, in its sole and absolute discretion, to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan, and to construe and interpret the Plan, the rules and
regulations, and the instruments evidencing Options granted under the Plan and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option in the manner and to the extent it deems necessary to carry out the intent of the Plan
including, but not limited to, the right to determine: the persons who shall be granted Options; the times when an Option shall be
granted; whether or not modifications are necessary in order for the Options to comply with requirements of Code Section 409A; the
number of shares of Stock to be subject to each Option; the term of each Option; the date each Option shall vest and become
exercisable; whether an Option shall be exercisable in whole, in part or in installments and, if in installments, the number of
shares of Stock to be subject to each installment, whether the installments shall be cumulative, the date each installment shall
become exercisable and the term of each installment; whether to accelerate the date of exercise of any Option or installment;
whether shares of Stock may be issued upon the exercise of an Option as partly paid and, if so, the dates when future installments
of the exercise price shall become due and the amounts of such installments; the exercise price of each Option; the form of payment
of the exercise price; whether to restrict the sale or other disposition of the shares of Stock acquired upon the exercise of an
Option and, if so, whether and under what conditions to waive any such restriction; whether and under what conditions to subject all
or a portion of the grant or exercise of an Option to the fulfillment of certain restrictions or contingencies as specified in the
Option Agreement, including without limitation, restrictions or contingencies relating to entering into a covenant not to compete
with the Company or its Subsidiaries and affiliates, to financial objectives for the Company or its Subsidiaries and affiliates or a
division of any of the foregoing, a product line or other category, and/or to the period of continued employment of the Optionee
with the Company or its Subsidiaries and affiliates, and to determine, in each case, whether such limitations, restrictions or
contingencies have been met; whether an Optionee is disabled; the amount, if any, necessary to satisfy the obligation of the Company
to withhold taxes or other amounts; the fair market value of a share of Stock; and to construe the Option Agreements and the Plan.
Any controversy or claim arising out of or relating to the Plan, any Option granted under the Plan or any Option Agreement shall be
determined unilaterally by the Committee in its sole and absolute discretion. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Option in the manner and to the extent it deems necessary to carry out
the intent of the Plan. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on
all Optionees. No member or former member of the Committee shall be liable for any action, failure to act or determination made in
good faith with respect to the Plan, any Option Agreement or any Option hereunder.


 


(d)              
The Plan is intended to grant non-qualified options that are not deferred compensation within the meaning of Section 409A
of the Code, and it shall be interpreted and administered consistent with this intent. In the event that, after the issuance of an Option
under the Plan, Section 409A of the Code or regulations thereunder are issued or amended, or the Internal Revenue Service or Treasury
Department issues additional guidance interpreting Section 409A of the Code or if for any other reason it is determined by the Committee
that a previously granted Option may not be exempt from or comply with Section 409A of the Code or regulations thereunder, the Committee
may modify the terms of any such previously issued Option to the extent the Committee determines that such modification is necessary to
exempt the option from or cause the Option to comply with the requirements of Section 409A of the Code.


 


		3.	OPTION SHARES



 


Options
may be granted under the Plan to acquire shares of Stock. The total number of shares of Stock for which Options may be granted under the
Plan (the “Option Pool”) shall not exceed, in the aggregate, One Thousand, Three Hundred and Sixty-Four (1,364); provided,
however, such aggregate number of shares shall be subject to adjustment in accordance with the provisions of Section 16.
In the event that any outstanding Option shall expire for any reason or shall terminate or cease to be exercisable by reason of the death
or termination of employment of the Optionee, the surrender of such Option, or any other cause, the shares of Stock allocable to the unexercised
portion of such Option shall be returned to the Option Pool and shall again become available for the granting of Options under the Plan.


 






    -2-


     


    

 


		4.	AUTHORITY TO GRANT OPTIONS



 


The Committee
may from time to time in its sole discretion grant to such eligible directors, employees or other persons as it shall determine an Option
or Options to buy a stated number of shares of Stock under the terms and conditions of the Plan. Subject only to any applicable limitations
set forth elsewhere in the Plan, the number of shares of Stock to be covered by any Option shall be as determined by the Committee.


 


		5.	OPTION AGREEMENTS



 


Each Option
granted hereunder shall be for such number of shares of Stock, and otherwise subject to such terms and conditions, as the Committee shall
determine and specify in a written option agreement (an “Option Agreement”), which may be in the form of the Option
Agreement attached hereto as Exhibit A or such other form not inconsistent with the Plan as the Committee may determine. Each Option
Agreement shall be signed by the Optionee and by a duly authorized officer of the Company.


 


		6.	ELIGIBILITY



 


Employees and
directors of the Company and its Subsidiaries and other individuals, whether or not employees, who render services to the Company or a
Subsidiary, and who have contributed or may be expected to contribute materially to the success of the Company or a Subsidiary shall be
eligible to be granted Options under the Plan.


 


		7.	EXERCISE PRICE



 


The exercise
price of each Option shall be determined by the Committee, in its sole discretion, and shall be set forth in the applicable Option Agreement
but in no event shall the exercise price be less than the fair market value of a share of Stock on the date of grant.


 


		8.	DURATION AND EXERCISABILITY OF OPTIONS



 


Subject to Section
12 of the Plan, the duration of any Option shall be established by the Committee and shall be set forth in the Option Agreement, but
no Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted. Options will vest and be exercisable
at such time or times and subject to such terms and conditions as determined by the Committee.


 


		9.	RESTRICTIONS ON EXERCISE OF OPTIONS



 


If an
Optionee has materially breached his or her covenants regarding non-competition, non-solicitation, non-disparagement or
confidentiality in his or her employment agreement, Option Agreement or any other agreement between the Optionee and the Company or
any of its Subsidiaries, then such Optionee cannot exercise such Optionee’s Option until and unless the Committee notifies
such Optionee in writing that such material breach has been cured (if curable) to its satisfaction. In determining if such material
breach has actually occurred and if the restriction on exercise should be removed, the Committee shall consider the facts presented
on behalf of the Company and such Optionee. The decision of the Committee as to such material breach and the extent of any
restriction on exercise shall be final, binding, and conclusive.


 






    -3-


     


    

 


		10.	EXERCISE OF OPTIONS



 


(a)               
Vested Options may be exercised by the delivery of (i) written notice to the Company setting forth the number of shares of Stock
with respect to which the Option is to be exercised, (ii) payment of the exercise price of such shares and any federal, state, or local
taxes required to be withheld with respect to such shares (collectively, the “Exercise Payment”), and (iii) a joinder
agreement in form and substance satisfactory to the Company, pursuant to which the Optionee agrees to be bound by the Stockholders Agreement
and, if applicable, a spousal consent by which the Optionee’s spouse consents and agrees to the terms of the Stockholders Agreement.
The Exercise Payment shall be paid to Company by Optionee in cash, or by certified check payable to the order of the Company, in United
States dollars, or in such other form as may be approved by the Committee in its sole discretion. The exercise notice shall be delivered
in person to the Secretary of the Company or shall be sent by registered mail return receipt requested, to the Secretary of the Company,
in which case delivery shall be deemed made on the date such notice is received.


 


(b)              
As promptly as practicable after the receipt by the Company of (i) written notice from the Optionee setting forth the number of
shares of Stock with respect to which such Option is to be exercised, (ii) payment of the Exercise Payment for such shares, and (iii)
execution and delivery of any joinder agreement necessary for the Optionee and, if applicable his or her spouse, to become a party to,
or to consent to, as applicable, the Stockholders Agreement, the Company shall cause to be delivered to such Optionee certificates representing
the number of paid-up, non-assessable shares with respect to which such Option has been so exercised.


 


(c)               
Notwithstanding the foregoing, if an Optionee submits a notice of exercise pending the Company’s determination regarding
whether the Company has Cause to terminate Optionee, then the Company may suspend such exercise until the date of the Company’s
determination. If the Company terminates the Optionee for Cause, then the notice of exercise will be rescinded and the Exercise Payment
returned to the Optionee. If the Company does not terminate the Optionee for Cause, then the notice of exercise will be promptly processed.


 


		11.	NON-TRANSFERABILITY OF OPTIONS



 


Options shall
not be transferable by the Optionee other than by will or the laws of descent and distribution and Options may be exercised, during the
lifetime of the Optionee, only by the Optionee or, in the event of the Optionee’s legal incapacity, by his or her legal representatives.
Except to the extent provided above, Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether
by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any attempted assignment,
transfer, pledge, hypothecation or disposition shall be null and void and of no force or effect.


 






    -4-


     


    

 





12.             
TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF THE OPTIONEE WITH THE COMPANY


 


For purposes
of the Plan, a Person serving as an independent contractor or Board member of the Company or any Subsidiary of the Company shall be considered
 “employed” by the Company and termination of such relationship shall be considered termination of such person’s employment.
Unless otherwise specifically provided in an Option Agreement, no portion of an Option will vest after the Optionee’s employment
with the Company and its Subsidiaries is terminated for any reason.


 


Except as may be otherwise set forth in an Option Agreement:


 


(a)               
Each Option shall expire on the earlier of (i) the expiration date specified in the Option Agreement and (ii) ten (10) years from
the date such Option is granted, but shall be subject to earlier termination as provided below in this Section 12 or in the Option
Agreement.


 


(b)              
If an Optionee’s employment with the Company and its Subsidiaries is terminated by reason of death or permanent disability
(as defined in Section 22(e)(3) of the Code, as amended (“Permanent Disability”), then Optionee’s Option shall
expire on the date of such termination of employment with respect to the unvested portion thereof and, with respect to the vested portion
of the Option on the date which is ninety (90) days from the date of such termination of employment.


 


(c)               
If an Optionee’s employment with the Company and its Subsidiaries is terminated by reason of (i) retirement after reaching
age 65, (ii) resignation by Optionee for any reason or (iii) by the Company and its Subsidiaries without Cause, then Optionee’s
Option shall expire on the date of such termination of employment with respect to the unvested portion thereof and, with respect to the
vested portion of the Option on the date which is thirty (30) days from the date of such termination of employment.


 


(d)              
If an Optionee’s employment with the Company and its Subsidiaries is terminated by the Company for Cause, then the Optionee’s
Option shall be deemed to have expired on the day immediately prior to the date of such termination of employment with respect to the
vested and the unvested portion of the Option.


 


		13.	REQUIREMENTS OF LAW



 


The
Company shall not be required to sell or issue any shares of Stock upon the exercise of any Option if the issuance of such shares
shall constitute or result in a violation by the Optionee or the Company of any provisions of any law, statute or regulation of any
government authority. Specifically, in connection with the Securities Act and any applicable state securities or “blue
sky” law (a “Blue Sky Law”), upon exercise of any Option the Company shall not be required to issue such
shares unless the Committee has received evidence satisfactory to it to the effect that such issuance is exempt from the
registration requirements of the Securities Act and the Blue Sky Laws and the holder of such Option will not transfer such shares
except pursuant to a registration statement in effect under the Securities Act and Blue Sky Laws or unless an opinion of counsel
satisfactory to the Company has been received by the Company to the effect that such registration and compliance is not required.
Any such determination by the Committee shall be final, binding and conclusive. The Company shall not be obligated to take any
action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant thereto to comply with any law or
regulations of any governmental authority, including, without limitation, the Securities Act or applicable Blue Sky Law.


 






    -5-


     


    

 


Notwithstanding
any other provision of the Plan to the contrary, the Company may refuse to permit any transfer of shares of Stock or of any Option if
in the opinion of its legal counsel such transfer would violate any federal or state securities laws or subject the Company to liability
thereunder. Any sale, assignment, transfer, pledge or other disposition of shares of Stock received upon exercise of any Option (or any
other shares or securities derived therefrom) or of any Option which is not in accordance with the provisions of this Section 13
shall be void and of no effect and shall not be recognized by the Company.


 


The Committee
may cause any certificate representing shares of Stock acquired upon exercise of an Option (and any other shares or securities derived
therefrom) to bear a legend to the effect that the securities represented by such certificate have not been registered under the Securities
Act, as amended, or any applicable state securities laws, and may not be sold, assigned, transferred, pledged or otherwise disposed of
except in accordance with the Plan and applicable agreements binding the holder and the Company or any of its stockholders.


 


		14.	NO RIGHTS AS STOCKHOLDER



 


No Optionee
shall have any rights as a stockholder with respect to shares covered by his or her Option until the date of issuance of a stock certificate
for such shares. Except as otherwise provided in Section 16, no adjustment for dividends or otherwise shall be made if the record
date therefor is prior to the date of issuance of such certificate to the Optionee.


 


		15.	NO EMPLOYMENT OBLIGATION



 


The granting
of an Option shall not impose upon the Company or any Subsidiary any obligation to employ or continue to employ any Optionee, or to engage
or retain the services of any person, and the right of the Company or any Subsidiary to terminate the employment or services of any person
or reduce the rate of compensation for such person shall not be diminished or affected by reason of the fact that an Option has been granted
to him or her. The existence of an Option shall not be taken into account in determining any damages relating to termination of employment
or services for any reason.


 


		16.	CHANGES IN THE COMPANY’S CAPITAL STRUCTURE



 


(a)                The
existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or
authorize any or all subdivisions, splits, combinations or consolidations of shares of capital stock of the Company (including, the
Stock) or the payment of a dividend in cash, shares of Stock or other securities of the Company, adjustments, recapitalizations,
reclassifications, reorganizations or other changes in the Company’s capital structure or its business or any merger or
consolidation of the Company or any issuance of bonds, debentures, preferred or preference stock, whether or not convertible into or
exchangeable or exercisable for shares of Stock or other securities, ranking prior to or pari passu with the Stock or
affecting the rights thereof, or warrants, rights or options to acquire the same, or the dissolution or liquidation of the Company
or any sale or transfer of all or any part of its assets or business of the Company or any other corporate act or proceeding,
whether of a similar character or otherwise.


 






    -6-


     


    

 


(b)              
Subject to the provisions of Section 16(d) of the Plan, the number of shares of Stock in the Option Pool (less the number
of shares theretofore delivered upon exercise of Options) and the number of shares of Stock covered by any outstanding Option and the
price per share payable upon exercise thereof (provided that in no event shall the option price be less than the par value of such shares)
shall be appropriately adjusted by the Board in the event that all of the outstanding shares of Stock are changed into or exchanged for
a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split, combination of shares of Stock, or dividends payable in Stock. The decision
of the Board as to the adjustment, if any, required by the provisions of this Section 16 shall be final, binding and conclusive
and may provide for the elimination of fractional shares of Stock which might otherwise be subject to Options without payment therefor.


 


(c)               
If the Company merges or consolidates with a wholly-owned Subsidiary for the purpose of reincorporating itself under the laws of
another jurisdiction, the Optionees will be entitled to acquire shares of the stock of the reincorporated company upon the same terms
and conditions as were in effect immediately prior to such reincorporation (unless such reincorporation involves a change in the number
of shares or the capitalization of the Company, in which case proportional adjustments shall be made as provided in Section 16(b)),
and the Plan, unless otherwise rescinded by the Board, will remain the Plan of the reincorporated Company.


 


(d)              
Unless otherwise determined by the Board in its sole discretion and except as otherwise provided in Section 16(c) of the
Plan, if while unexercised Options remain outstanding under the Plan (i) there takes place a Sale of the Company (as defined in the Stockholders
Agreement), or (ii) in other circumstances in which the Board in its sole and absolute discretion deems it appropriate for the provisions
of this paragraph to apply, then the Board may, at its option and in its sole and absolute discretion and without the consent of any Optionee,
take any one or more of the following actions with respect to outstanding Options: (a) accelerate the vesting of any outstanding Options,
(b) cancel any Options in exchange for options to purchase common stock or other equity of any successor company, (c) cancel any Options
in exchange for cash and/or substitute consideration with a value equal to the value of the consideration the Optionee would have received
in connection with such event had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of
the shares so acquired upon such exercise had been made prior to such event, less the Exercise Price payable upon exercise thereof, (d)
provide notice to an Optionee that upon such Sale of the Company or other event all Options granted to such Optionee and not theretofore
exercised shall terminate and be void, in which event the Optionee shall have the right to exercise all Options then currently exercisable
in accordance with the terms of the applicable Option Agreement within five (5) days after the date of such notice, and/or (e) any such
other or further action as may be determined to be appropriate by the Board, in its sole discretion. Upon receipt of any consideration
referred to above by the Optionee, the Option shall immediately terminate and be of no further force and effect, including with respect
to the vested and unvested portion thereof.


 






    -7-


     


    

 





The value of the stock or other
consideration the Optionee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition,
in the case of any such merger, consolidation, liquidation, sale, disposition, Sale of the Company or other circumstance, the Board may,
in its sole discretion, accelerate the vesting of any Option.


 


(e)               
Upon dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time in the employment
of the Company or any Subsidiary) shall have the right, immediately prior to such dissolution or liquidation, to purchase shares of Stock
pursuant to the Option to the extent such Option is then vested.


 


(f)               
No fraction of a share of Stock shall be purchasable or deliverable upon the exercise of an Option, but in the event any adjustment
hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall
be adjusted to the nearest smaller whole number of shares.


 


(g)              
Except as expressly provided herein, the issue by the Company of shares of Stock, or other securities of any class or series, or
securities convertible into or exchangeable or exercisable for shares of Stock or other securities of any class or series, for cash or
property or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number, class or price of shares of Stock then subject to outstanding Options.


 


		17.	DEFINITIONS



 


For purposes of this Plan, the following terms shall have
the following meanings: “Aggregate Equity Investment” means the aggregate amount of all capital contributions


of the Investors in the Company
and its Subsidiaries as of the Grant Date (as defined in the applicable Option Agreement).


 


“Board”
means the board of directors of the Company or a duly authorized committee thereof. Any determination by the Board contemplated by the
Plan will be conclusive absent manifest error.


 


“Cause”
means with respect to a holder of Options (a) “Cause” as such term is defined in such holder’s employment
agreement, if any, with the Company or any Related Entity, or (b) in the absence of such agreement, “Cause” will mean
any of the following, whether occurring before or after the Plan Adoption Date: (i) the commission of a felony or other crime
involving moral turpitude or the commission of any other act or omission involving embezzlement, theft, misappropriation,
dishonesty, unethical business conduct, including bribery or similar conduct, disloyalty, fraud or breach of fiduciary duty, (ii)
reporting to work under the influence of alcohol, (iii) the use of illegal drugs (whether or not at the workplace) or other conduct,
even if not in conjunction with such holder’s duties, which could reasonably be expected to, or which does, cause the Company
or any Related Entity public disgrace or disrepute or economic harm, (iv) repeated failure to perform duties as reasonably directed
by the Board or any officer to whom such holder reports, (v) gross negligence or willful misconduct with respect to the Company or
any Related Entity or in the performance of such holder’s duties for the Company or any Related Entity, (vi) obtaining any
personal profit not thoroughly disclosed to and approved by the Board in connection with any transaction entered into by, or on
behalf of, the Company or any Related Entity, (vii) violating the expense reimbursement policies of the Company or any Related
Entity, (viii) violating any of the terms of the Company’s or any Related Entity’s established rules or policies which,
if curable, is not cured to the Board’s reasonable satisfaction within fifteen (15) days after written notice thereof to such
holder, or (ix) any other material breach of the Plan or any other agreement between such holder and the Company or any Related
Entity, which, if curable, is not cured to the Board’s reasonable satisfaction within fifteen (15) days after written notice
thereof to such holder.


 






    -8-


     


    

 


“Exchange
Act” means the Securities and Exchange Act of 1934 and the rules, regulations and interpretations thereunder, in each case as
amended from time to time, or any successor thereto.


 


“Holder”
means any holder of the Optionee Securities (including the Optionee and the Optionee’s permitted transferees).


 


“Investors”
means TOI HC I, LLC, a Delaware limited liability company, M33 Growth I L.P., a Delaware limited partnership, TOI M, LLC, a Delaware limited
liability company, OncologyCare Partners, LLC, a Delaware limited liability company, and their respective affiliates.


 


“Net
Proceeds” means, upon a Sale of the Company, the aggregate amount of (a) all cash payments actually distributed to or received
by the Investors with respect to, or as consideration in exchange for, the capital interests of the Company by the Investors at or prior
to the date of the Sale of the Company, including, without duplication, all cash dividends, distributions and sales proceeds with respect
to such capital interests, but excluding any (i) indemnification payments or proceeds from insurance policies or settlements, (ii) fees,
expenses and costs incurred in connection with the Sale of the Company, or (iii) management, transaction, consulting, advisory or board
fees earned by the Investors for services rendered; and (b) the fair market value (as determined in good faith by the Board) of any marketable
securities received by the Investors with respect to, or as consideration in exchange for, the capital interests of the Company acquired
by the Investors at or prior to the date of the Sale of the Company.


 


“Optionee”
means any person to whom an Option has been granted under the Plan pursuant to an Option Agreement.


 


“Optionee
Securities” means (a) all shares of Stock, if any, acquired by an Optionee (whether before or after the date hereof), (b)
all vested Options, if any, held by an Optionee, and (c) all securities of the Company issued or issuable with respect to the
securities referred to in clauses (a) and (b) above by way of a stock split, stock dividend, plan of recapitalization,
reorganization, or other like action. The Optionee Securities will continue to be the Optionee Securities in the hands of any Holder
other than an Optionee (excluding the Company, its Subsidiaries, the Investors and any transferees in a public offering or a Sale of
the Company).


 






    -9-


     


    

 





“Related
Entities” means the Company’s Subsidiaries, any non-natural person that receives management services from the Company
or any of the Company’s Subsidiaries, and any of such person’s Subsidiaries.


 


“Securities Act” means
the Securities Act of 1933 and the rules, regulations and interpretations thereunder, in each case as amended from time to time, or any
successor thereto.


 


“Stock” means
the Company’s common stock, par value $0.001 per share. “Stockholders Agreement” means any stockholders agreement
then in effect, as amended or modified from time to time, among the Company and the other persons named therein.


 


“Subsidiary”
means any corporation, limited liability company, partnership, association, joint stock company, trust, joint venture or unincorporated
organization of which the Company, at the time in respect of which such term is used, (a) owns directly or indirectly more than fifty
percent (50%) of the equity or beneficial interests, on a consolidated basis, or (b) owns directly or controls with power to vote, indirectly
through one or more subsidiaries, shares of capital stock or beneficial interests having the power to cast a majority of the votes entitled
to be cast for the election of directors, trustees, managers or other officials having powers analogous to those of directors of a corporation.
Unless otherwise specifically indicated, when used in this Plan, the term Subsidiary shall refer to a direct or indirect Subsidiary of
the Company or any Related Entity.


 


“Voting
Securities” means all outstanding securities of the Company entitled to vote in the election of directors of the Company.


 


		18.	AMENDMENT OR TERMINATION OF PLAN AND OPTIONS



 


The Board may,
in its sole and absolute discretion, modify, revise, suspend or terminate the Plan at any time and from time to time; provided,
however, that, if Section 16(b) of the Exchange Act is at the time applicable to the Company, then the Board may not, without the
further approval of the holders of at least a majority of the outstanding shares of the Voting Securities, (a) materially increase the
benefits accruing to Optionees under the Plan or make any “modifications” as that term is defined under Section 424(h)(3)
(or its successor) of the Code if such increase in benefits or modifications would adversely affect the availability to the Plan of the
protections of Rule 16b-3 under Section 16(b) of the Exchange Act; (b) change the aggregate number of shares of Stock which may be issued
under Options pursuant to the provisions of the Plan or the aggregate number of shares of Stock which may be issued to any single employee
under the Plan, except as provided in Section 16(b); or (c) change the class of persons eligible to receive Options. The Committee may,
in its sole and absolute discretion, amend any Option, or waive any restrictions or conditions applicable to any Option or the exercise
of the Option; provided that the Committee may not decrease the exercise price for any outstanding Option after the date of grant except
as permitted by Section 409A. Notwithstanding any other provision of this Section 18, no amendment shall adversely affect an outstanding
Option, and no termination shall terminate outstanding Options, without the consent of the holder of such Options.


 






    -10-


     


    

 


		19.	CERTAIN RIGHTS OF THE COMPANY



 


The Committee
may, in its sole and absolute discretion, also require a key employee or other person, as a condition to receiving any Option, to enter
into a noncompetition, nonsolicitation and/or confidentiality agreement or other agreement in such form as the Committee may, from time
to time in its sole and absolute discretion, determine.


 


		20.	WITHHOLDING TAXES



 


Each Optionee
shall indemnify or reimburse the Company with respect to any federal, state or local taxes of any kind that the Company or any Subsidiary
is required by law to withhold with respect to any grant, vesting, exercise or disposition of any Option, to the extent the Company or
any Subsidiary does not or cannot withhold such amount. Without limiting the generality of the foregoing, the Company and its Subsidiaries,
to the extent permitted or required by law, shall have the right to deduct from any payment(s) of any kind (including salary or bonus)
otherwise due to an Optionee, a total amount not to exceed the amount of any federal, state or local taxes of any kind required by law
to be withheld with respect to any grant, vesting, exercise or disposition of any option.


 


		21.	GOVERNING LAW; CONSTRUCTION



 


The Plan, the
Options and any Option Agreement hereunder and all related matters shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to conflict of law provisions.


 


Neither the
Plan nor any Option Agreement shall be construed or interpreted with any presumption against the Company by reason of the Company caused
the Plan or Option Agreement to be drafted.


 


		22.	EFFECTIVE DATE OF THE PLAN



 


The Plan shall
become effective and shall be deemed to have been adopted as on the Plan Adoption Date first above written.


 






    -11-


     


    

 





EXHIBIT A


to 2019 Non-Qualified
Stock Option Plan


 


TOI PARENT, INC.


 





 



 


Non-Qualified Stock Option Agreement


 





 



 


Subject to
the terms and conditions set forth herein and the terms and conditions of the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan (the
 “Plan”) (with capitalized terms used but not defined herein having the meanings given to them in the Plan or in the
Stockholders Agreement, as applicable), TOI Parent, Inc., a Delaware corporation (the “Company” which term shall include,
unless the context otherwise clearly requires, all Subsidiaries (as defined in the Plan) of the Company), hereby grants the following
option to purchase shares of the Company’s common stock, par value $0.001 per share (the “Stock”) to the Optionee,
and the Optionee hereby accepts such grant and agrees to be bound by the terms and conditions hereinafter set forth:


 


		1.	Name
                                            of Person to Whom the Option is Granted (the “Optionee”):                            .



 


		2.	Date of Grant of Option: [•], 2019 (the “Grant Date”).



 


		3.	An
                                            Option to acquire ______________ (       ) shares
                                            of Stock (the “Option Shares”).



 


		4.	Option
Exercise Price (per share of Stock): $________ (the “Exercise Price”).



 


	 	5.	Term of Option:	
    Subject to earlier termination under Section 9 below, this
    Option expires at 5:00 p.m. eastern time on [•], [     ]1.



 


6.                 
Grant. The Company hereby grants to the Optionee a stock option (this “Option”) to purchase from the
Company the number of shares of Stock set forth in Section 3 on the first page of this Option, upon the terms and conditions set
forth in the Plan and upon the additional terms and conditions contained herein. This Option is a non-qualified stock option and is not
intended to qualify as an “incentive stock option” pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


7.                 
Option Price. To the extent vested, this Option may be exercised at the exercise price per share of Stock set forth in Section
4 on the first page hereof, subject to adjustment as provided herein and in the Plan.


 





 






1
10 years after Grant Date.


 








    


     


    

 





8.                 
Vesting of the Option. Subject to the terms and conditions of this Agreement, the vesting of the Optionee’s right
to exercise this Option for all of the Option Shares pursuant to this Option shall be subject to either a Time Vesting Requirement or
a Performance Vesting Requirement, each as set forth below.


 


(a)               
Time Vesting Requirement. [    ] shares2 of the Option
Shares (the “Time Vesting Options”) shall vest and be exercisable as follows: (i) twenty-five percent (25%) of the
Time Vesting Options shall vest on the first (1st) anniversary of the Grant Date and (ii) the remaining seventy-five percent
(75%) of the Time Vesting Options shall vest in equal monthly installments with the initial monthly vesting period ending at the end
of the first month after the first anniversary of the Grant Date and the last monthly vesting period ending on the fourth (4th)
anniversary of the Grant Date, in the case of each of clause (i) and clause (ii) so long as the Optionee has remained continuously employed
by the Company or one of its Subsidiaries from the date hereof through the date of such vesting anniversary. Notwithstanding the foregoing,
if Optionee has remained continuously employed by the Company or one of its Subsidiaries from the date hereof through the Sale of the
Company, any portion of the Time Vesting Options subject to the vesting requirements of this Section 8(a) which has not vested
shall immediately vest and be exercisable immediately prior to the Sale of the Company.


 


(b)              
Performance Vesting Requirement. [    ] shares3
of the Option Shares (the “Performance Vesting Options”) shall vest and be exercisable upon a Sale of the Company
only if the Optionee is, and has been, continuously employed by the Company or its Subsidiaries from the Grant Date through the date
of such Sale of the Company (the “Performance Option Employment Condition”). If the Performance Option Employment
Condition is satisfied and in connection with a Sale of the Company the Investors have received Net Proceeds on their Aggregate Equity
Investment representing a multiple of at least four times (4.0x) the Aggregate Equity Investment, one hundred percent (100%) of the Performance
Vesting Options shall vest and become exercisable upon the date of the Sale of the Company. Without limiting the foregoing, if the Performance
Option Employment Condition is satisfied and in connection with a Sale of the Company the Investors have received Net Proceeds on their
Aggregate Equity Investment representing a multiple between [two times] ([2.]0x) and [four] times ([4.]0x) their Aggregate Equity Investment,
then the following vesting schedule shall apply:


 


	Multiple on Aggregate Equity Investment	Percentage of Performance Vesting Options 

that shall vest upon a Sale of the Company
	[2.0]x	[   ]%
	[2.5]x	[   ]%
	[3.0]x	[   ]%
	[4.0]x	[   ]%


 





 






2
Note to Draft: Breakdown between time and performance vesting options will vary on a case-by-case basis.


3
Note to Draft: Breakdown between time and performance vesting options will vary on a case-by-case basis.


 








    -2-


     


    

 





For the avoidance of doubt, no
Performance Vesting Options shall vest if in connection with a Sale of the Company if the Investors have received Net Proceeds on their
Aggregate Equity Investment representing a multiple of less than [two times (2.0x)] the Aggregate Equity Investment. and all of such Performance
Vesting Options shall be automatically forfeited to the Company without any consideration whatsoever for the forfeited Performance Vesting
Options.


 


(c)               
Notwithstanding anything to the contrary contained herein, vesting of this Option shall cease immediately after a Sale of the Company,
and any portion of this Option that has not vested on or prior to the date of a Sale of the Company shall be automatically forfeited immediately
after a Sale of the Company.


 


9.             Termination of Employment. Notwithstanding anything to the contrary contained in this Option, if an Optionee is terminated
by the Company at any time prior to a Sale of the Company, no Option Shares shall continue to vest.


 


		10.	Term and Exercisability of Option.



 


(a)               
This Option shall expire on the earlier of (a) the date determined pursuant to Section 5 on the first page of this Option
and (b) immediately after a Sale of the Company, and shall be exercisable in accordance with and subject to the terms and conditions set
forth in the Plan (including but not limited to Section 12 of the Plan) and those terms and conditions, if any, set forth in Section
8 of this Option. If the Optionee dies before this Option has been exercised in full, the personal representative of the Optionee
may exercise this Option in accordance with the Plan.


 


(b)              
Notwithstanding anything contained in the Plan or this Option Agreement to the contrary, to the extent that any of the payments
and benefits provided for under the Plan, this Option Agreement or any other agreement or arrangement (including payments contingent upon
the occurrence of a Sale of the Company) between the Company or any of its Subsidiaries and the Optionee (collectively, the “Payments”)
would constitute a “parachute payment” within the meaning of Section 280G of the Code, then the Company and its Subsidiaries
shall each use commercially reasonable efforts to obtain the stockholder consent required to approve of such Payment to preclude such
Payment from being subject to the excise tax imposed pursuant to Section 4999 of the Code (the “Excise Tax”); provided,
however, that in such event the Optionee shall reasonably cooperate with the Company and shall take all actions and execute such
documents and instruments as shall be reasonably necessary to accomplish such preclusion of the Excise Tax. In the event that (i) the
stockholder consent is not obtained or (ii) the Optionee does not take the actions set forth in the proviso to the foregoing sentence,
the amount of the Payments shall be reduced to the amount that would result in no portion of the Payments being subject to the Excise
Tax.


 






    -3-


     


    

 


11.              Method
of Exercise. To the extent that the right to purchase shares of Stock has vested hereunder, this Option may be exercised from
time to time by written notice to the Company substantially in the form attached hereto as Exhibit A, stating the number of
shares of Stock with respect to which this Option is being exercised, and accompanied by (a) payment in full of the Exercise Payment
for the number of shares of Stock to be delivered, by means of payment acceptable to the Company in accordance with Section 10 of
the Plan and (b) an executed Joinder Agreement and a Spousal Consent, if applicable, pursuant to Section 17 of this Option.
Subject to the Plan and to Section 14 hereof, as soon as practicable after its receipt of such items, the Company shall
deliver to the Optionee (or other person entitled to receive the shares of Stock issuable upon exercise of this Option), at the
principal executive offices of the Company or such other place as may be mutually acceptable, a certificate or certificates for such
shares out of theretofore authorized but unissued shares or reacquired shares of Stock, as the Company may elect; provided, however,
that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence
to comply with any applicable requirements of law. If the Optionee (or other person entitled to exercise this Option) fails to pay
for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his or her right to exercise
this Option with respect to such shares not paid for may be terminated by the Company.


 


12.             
Forfeiture; Restrictions on Exercise. In addition to the restrictions set forth herein, this Option is subject to forfeiture
upon the occurrence of the events specified in Sections 12 and 16 of the Plan. The stock issued upon the exercise of this Option may be
subject to further restrictions set forth in Section 9 of the Plan and in the Stockholders Agreement.


 


13.             
Nonassignability of Option Rights. This Option shall not be assignable or transferable by the Optionee except by will or
by the laws of descent and distribution. During the life of the Optionee, this Option shall be exercisable only by the Optionee or, in
the event of the Optionee’s legal incapacity, by the Optionee’s legal representative.


 


14.             
Compliance with Securities Act. The Company shall not be obligated to sell or issue any shares of Stock or other securities
pursuant to the exercise of this Option unless the shares of Stock or other securities with respect to which this Option is being exercised
are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and applicable state
securities laws. In the event shares or other securities shall be issued which shall not be so registered, the Optionee hereby represents,
warrants and agrees that he or she will receive such shares or other securities for investment and not with a view to their resale or
distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel as a condition precedent to
any exercise of this Option in whole or in part.


 


15.             
Legends. The Optionee hereby acknowledges that the stock certificate or certificates evidencing shares of Stock or other
securities issued pursuant to any exercise of this Option will bear a legend setting forth the restrictions on their transferability described
in Section 13 hereof, in Section 13 of the Plan, and under any applicable agreements between the Optionee and the Company
or any of its stockholders.


 


16.             
Rights as Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Stock or other securities
covered by this Option until the date of issuance of a certificate to him or her for such shares or other securities. No adjustment shall
be made for dividends or other rights for which the record date is prior to the date such certificate is issued.


 






    -4-


     


    

 


17.              Certain
Agreements. The Optionee hereby agrees to be bound by the terms and conditions of the Stockholders Agreement. The Optionee
hereby further acknowledges and agrees that the Option and the shares of Stock issuable upon exercise of the Option are and shall be
subject to the terms and provisions of the Stockholders Agreement; provided, however, that, in case of any conflict
between this Option Agreement and the Stockholders Agreement, this Option Agreement shall control. Upon the Optionee’s
exercise of the Option in accordance with Section 11 hereof, the Optionee agrees to execute a Joinder Agreement to the
Stockholders Agreement in the form as determined by the Committee in its sole discretion and agrees to have his or her spouse, if
applicable, execute a spousal consent by which Optionee’s spouse acknowledges and consents to the restrictions set forth in
such Stockholders Agreement (the “Spousal Consent”).


 


18.             
Equity Transfer in Connection with an Approved Sale. Consistent with the requirement set forth in the Stockholders Agreement,
the Optionee agrees that to the extent required by a buyer in connection with an Approved Sale (as defined in the Stockholders Agreement)
the Optionee shall exchange up to twenty percent (20%) of the shares of Stock purchased as a result of the exercise of this Option for
equity in the buyer (or its affiliates) in connection with such Approved Sale.


 


		19.	Confidentiality; Non-Competition; Non-Solicitation.



 


(a)            Definitions.
For purposes of this Section 19, the following terms shall have the following meanings unless the context indicates otherwise:


 


“Applicable
Area” means with respect to an Optionee, (a) “Applicable Area” as such term is defined in such Optionee’s
employment agreement, if any, with the Company or any Related Entity, or (b) in the absence of such agreement, anywhere in the States
of California, Nevada and Arizona.


 


“Business”
means the business of providing professional medical, clinical, ancillary, and related services similar to those provided by the Company
or its Subsidiaries, including oncology/cancer care, infusion, laboratory, pharmacy, physician dispensing, wellness, and clinical trials
and research services, and any related management and administrative services, as well as any other line of business actually engaged
in, or actively considered, by the Company or its Subsidiaries as of the last day Optionee holds this Option.


 


“Governmental
Body” means any federal, state, local or foreign government or quasi-governmental authority or any department, agency, subdivision,
court or other tribunal of any of the foregoing.


 


“Law”
means any federal, state, local or foreign law, statute, code, ordinance, regulation, rule, regulatory or administrative guidance, Order,
constitution, treaty, principle of common law or other restriction of any Governmental Body.


 


“Order”
means any order, award, injunction, judgment, ruling or decree entered, issued, made or rendered by any Governmental Body or arbitrator.


 






    -5-


     


    

 


(b)               Confidentiality.
The Optionee recognizes and acknowledges that Optionee has and may in the future receive certain confidential and proprietary
information and trade secrets of the Company and its Subsidiaries (the “Confidential Information”), and that such
Confidential Information constitutes valuable, special and unique property of the Company. The term Confidential Information will be
interpreted to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is
(i) related to the Company’s and its Subsidiaries’ current or potential business (including information received by the
Company or any of its Subsidiaries for third parties), and (ii) is not generally or publicly known. Optionee agrees not to disclose
or use for Optionee’s own account any Confidential Information without the Board’s prior written consent, except (x) to
the extent that any Confidential Information becomes generally known to and available for use by the public other than as a result
of Optionee’s acts or omissions; (y) to the extent that any Confidential Information is required to be disclosed pursuant to
any applicable law or court order; or (z) to the Optionee’s attorneys and accountants; provided, that, in the case of
subsection (z) hereof, the Optionee shall cause each Person receiving such Confidential Information to be informed that such
Confidential Information is strictly confidential and subject to this Agreement and to agree not to disclose or use such information
except as provided herein. The Optionee acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished
memoranda or other documents, whether in paper or electronic form (and copies thereof), held by the Optionee concerning any
information relating to the Company’s and its Subsidiaries’ business, whether confidential or not, are the property of
the Company and will be promptly delivered to it upon the termination of the Optionee’s ownership of the Optionee
Securities.


 


(c)               
Nonsolicitation. During the Restricted Period, each Optionee shall not, directly or indirectly, in any manner (whether on
such Optionee’s own account, as an owner, operator, officer, director, partner, manager, employee, agent, contractor, consultant
or otherwise): (i) recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with any current
or former employee or independent contractor of or consultant to the Company or any Related Entity; (ii) induce or attempt to induce any
current or former employee or independent contractor of, or consultant to, the Company or any Related Entity, to leave the employ of the
Company or any such Related Entity, or in any way interfere with the relationship between the Company or any Related Entity and any of
their employees, independent contractors or consultants (in the case of (i) or (ii), a “Solicitation”); (iii) employ
or retain or enter into any business relationship with any Person who was an employee or independent contractor of or consultant to the
Company or any Related Entity; (iv) call on, solicit or service any Customer with the intent of selling or attempting to sell any service
or product similar to the services or products sold or provided by the Company or any Related Entity, or (v) in any way interfere with
the relationship between the Company or any Related Entity and any Customer, supplier, provider, licensor, licensee or other business
relation (or any prospective customer, supplier, provider, licensor, licensee or other business relationship) of the Company or any Related
Entity (including, without limitation, by making any negative or disparaging statements or communications regarding the Company, any Related
Entity or any of their operations, officers, directors or investors).


 






    -6-


     


    

 


(d)           Noncompetition.
During the Restricted Period, the Optionee shall not, directly or indirectly, in any manner, anywhere in the Applicable Area (whether
on the Optionee’s own account, or as an employee, consultant, agent, partner, manager, joint venturer, owner, operator or officer
of any other Person, or in any other capacity):


 


		i)	act in a capacity, or provide services, for any business that is the same as,
or substantially similar to, the Business;



 


		ii)	act in a capacity, or provide services, for any business that directly or indirectly
competes with the Business;



 


		iii)	act in a capacity, or provide services, for any business that directly or indirectly
competes with any other business conducted by the Company or any Related Entity during the Optionee’s employment with the Company
or any Related Entity;



 


		iv)	supervise, manage or oversee others engaging in any of the activities described
above;



 


		v)	act in a capacity or provide services in which the Optionee may disclose or use
Confidential Information;



 


		vi)	engage in the Business or manage, control, participate in, consult with, or render
services for, any other Person that engages in the Business;



 


		vii)	otherwise engage in any business, venture or activity that is competitive with
the Business; or



 


		viii)	except as permitted below, own any interest in, consult with, render services to
or otherwise assist any Person that does any of the foregoing.



 


Nothing herein
will prohibit (i) the Optionee from being a passive owner of less than five percent (5%) of the outstanding stock of any class of a corporation
which is publicly traded, so long as the Optionee has no active participation in the business of such corporation or (ii) [the Optionee
from being permitted to work as a physician as an employee of a physician practice of which he is not an owner or manager or otherwise
has the power or ability to control the management decisions of such physician practice.]4


 


(e)               
Enforcement. If, at the time of enforcement of any provision of Sections 19(c) or (d), a court shall hold
that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, then the parties agree
that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area
and that the court shall be allowed to revise the restrictions contained therein to cover the maximum period, scope and area permitted
by law. Because the Optionee has access to proprietary information and Confidential Information, the parties hereto agree that money damages
would not be an adequate remedy for any breach of Sections 19(b), (c), or (d). Therefore, in the event of a breach
or threatened breach of Sections 19(b), (c), or (d), the Company or any of its successors or assigns may, in addition
to other rights and remedies existing in their favor, (i) attain specific performance and/or injunctive or other relief in order to enforce
or prevent any violations of the provisions hereof (without posting a bond or other security and without proving actual damages) and (ii)
if any shares of Stock have been issued to the Optionee upon the exercise of
the Option, repurchase all or any portion of such shares of Stock at the Exercise Price of such shares of Stock. In addition, in the event
of an alleged breach or violation by the Optionee of any provision of Sections 19(c) or (d), the Restricted Period shall
be tolled until such breach or violation has been duly cured. The existence of any claim or cause of action by the Optionee against the
Company or any of its affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement
by the Company of the provisions of Sections 18(b), (c), and (d), which Sections will be enforceable notwithstanding
the existence of any breach by the Company. If the Company (x) brings any action or proceeding to enforce any provision of this Agreement
or to obtain damages as a result of a breach of this Agreement or to enjoin any breach of this Agreement and (y) prevails in such action
or proceeding, then the Optionee will, in addition to any other rights and remedies available to the Company, reimburse the Company for
any and all reasonable costs and expenses (including attorneys’ fees) incurred by the Company in connection with such action or
proceeding.


 





 






4
To apply to physician Optionees only.


 






    -7-


     


    

 


(f)               
Further Acknowledgments. The Optionee expressly agrees and acknowledges that the restrictions contained in Sections 18(c)
and (d) do not preclude the Optionee from earning a livelihood, nor do they unreasonably impose limitations on the Optionee’s
ability to earn a living. In addition, the Optionee agrees and acknowledges that the potential harm to the Company of the non-enforcement
of Sections 18(c) and (d) outweighs any harm to the Optionee of his or her enforcement by injunction or otherwise. The Optionee
acknowledges that the Optionee has carefully read this Agreement and has given careful consideration to the restraints imposed upon the
Optionee, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. The Optionee
expressly acknowledges and agrees that (i) each and every restriction imposed by this Agreement is reasonable with respect to subject
matter and time period and such restrictions are necessary to protect the Company’s interest in, and value of, the Company (including,
without limitation, the goodwill inherent therein), and (ii) the Company would not have consummated the transactions contemplated herein
without the restrictions contained in Sections 18(c) and (d). The Optionee understands and agrees that the restrictions
and covenants contained in Sections 18(c) and (d) are in addition to, and not in lieu of, any non-competition, non-solicitation
or other similar obligations contained in any other agreements between the Optionee and the Company.


 


20.             
Withholding Taxes. The Optionee hereby agrees, as a condition to the exercise of any portion of this Option, to provide
to the Company an amount sufficient to satisfy its obligation to withhold any federal, state and local taxes arising by reason of such
exercise (the “Withholding Amount”) by (a) authorizing the Company to withhold the Withholding Amount from his or her
cash compensation, or (b) remitting the Withholding Amount to the Company in cash; provided, however, that to the extent
that the Withholding Amount is not provided by one or a combination of such methods, the Company in its sole and absolute discretion may
refuse to issue such shares of Stock.


 


21.             
Effect Upon Employment. Nothing in this Option or the Plan shall be construed to impose any obligation upon the Company
or any Subsidiary to employ or retain in its employ, or continue its involvement with, the Optionee or interfere in any way with any right
of the Company or any of its Subsidiaries or affiliates to terminate such employment at any time for any reason whatsoever (whether for
cause or without cause) without liability to the Company or any of its Subsidiaries or affiliates.


 






    -8-


     


    

 





22.             
Time for Acceptance. This Option shall be effective as of the date an executed copy is delivered by the Company to the Optionee;
provided, however, that unless the Optionee shall return to the Company an executed copy of this Option Agreement, and,
if applicable, an executed spousal consent in the form attached hereto as Exhibit B, within fourteen (14) days after its delivery
to him or her, the Option and this Option Agreement shall be null and void.


 


23.             
Amendment. This Option Agreement, including the Plan, contains the full and complete understanding and agreement of the
parties hereto as to the subject matter hereof, and may not be modified or amended, nor may any provision hereof be waived, except by
a further written agreement duly signed by the Company and the Optionee. The waiver by either of the parties hereto of any provision hereof
in any instance shall not operate as a waiver or any other provision hereof or in any other instance.


 


24.             
Binding Effect. This Option Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent
provided herein and in the Plan, their respective heirs, executors, administrators, representatives, successors and assigns.


 


25.             
Option Plan; Construction. The Optionee hereby acknowledges receipt of a copy of the Plan. Except as otherwise provided
in this Option Agreement, all of the terms and conditions of the Plan are incorporated herein by reference and this Option is subject
to such terms and conditions in all respects. In case of any conflict between the Plan and this Option Agreement, this Option Agreement
shall control. The titles of the sections of this Option Agreement and of the Plan are included for convenience only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural
and the plural the singular unless the context otherwise requires.


 


26.             
Exclusive Agreement. The Optionee hereby acknowledges and agrees that by signing this Option Agreement, the Optionee voluntarily
and irrevocably forfeits any and all rights, title, and interests the Optionee has or may have had in, to and under (a) any option agreement,
option letter, or other similar document pursuant to which the Company (or any Subsidiary or affiliate thereof) may have previously granted,
or offered to grant, options in the Company (or any Subsidiary or affiliate thereof) to the Optionee and (b) any oral or written commitment
or promise regarding options that the Company (or any Subsidiary or affiliate thereof) may have made to the Optionee, except as to any
options that have been previously exercised and paid for by the Optionee.


 


27.             
Governing Law. This Option Agreement shall be governed by and construed and enforced in accordance with the applicable laws
of the United States of America and the law (other than the law governing conflict of law questions) of the State of Delaware except to
the extent the laws of any other jurisdiction are mandatorily applicable.


 






    -9-


     


    

 


28.             
Notices. Any notice in connection with this Option Agreement shall be deemed to have been properly delivered if it is in
writing and is delivered in hand, by reputable overnight delivery service or sent by registered or certified mail, return receipt requested,
to the party addressed as follows, unless another address has been substituted by notice so given:


 


	To the Optionee:	To his or her address as listed on the books of the Company.



 

	To the Company:	
    TOI Parent, Inc.

    18000 Studebaker Road, #800

    Cerritos, CA 90703 c/o:

     

    Havencrest Healthcare Partners,
    L.P. 5221 N. O’Connor Blvd. East Tower Suite 1200

    Irving, Texas 75039 Attention: Matt D. Shofner

    Email:

     

    M33 Growth

    888 Boylston Street, Suite 500

    Boston, Massachusetts 12199-8202 Attention: Gabriel
    Ling

    Email:

     

    ROCA Partners LLC

    9460 Wilshire Blvd., Suite 850 Beverly Hills, CA 90212

    Attn: Ravi Sarin

    Email:

	 	 
	with a copy to:	
    McDermott Will & Emery LLP

    333 Avenue of the Americas, Suite 4500 Miami, Florida
    33131

    Attention: Alexander Clavero Facsimile: (305) 329-4451
    Email:



 


*   *   *   *   *


 






    -10-


     


    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date first written above.


 


 


	OPTIONEE:	 	TOI PARENT, INC.
	 	 	 
	 	 	By:	 
	[Name]	 	Name: Hilda Agajanian
	 	 	Title: President






 






    -11-


     


    

 


 

EXHIBIT A


(to Stock Option Agreement)


 


FORM FOR EXERCISE OF STOCK
OPTION


 


TOI Parent, Inc.


18000 Studebaker Road, #800


Cerritos, CA 90703 c/o:


 


Havencrest Healthcare Partners,
L.P. 5221 N. O’Connor Blvd. East Tower Suite 1200


Irving, Texas 75039 Attention: Matt D. Shofner


Email:


 


M33 Growth


888 Boylston Street, Suite 500


Boston, Massachusetts 12199-8202 Attention: Gabriel
Ling


Email:


 


ROCA Partners LLC


9460 Wilshire Blvd., Suite 850 Beverly Hills, CA 90212


Attn: Ravi Sarin


Email:


 


		RE:	Exercise of Option under TOI Parent, Inc.
	 	 	2019
Non-Qualified Stock Option Plan (the “Plan”) 






 


Ladies and Gentlemen:


 


Please
take notice that the undersigned hereby elects to exercise the stock option granted on                
by and to the extent of purchasing                       
shares of common stock, par value $0.001 per share (the “Stock”), of TOI Parent, Inc. (the “Company”)
for the exercise price of $                  
per share, subject to the terms and conditions of the Stock Option Agreement between                      
and the Company dated as of                    
(the “Option Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such
terms in the Plan.


 


The undersigned
encloses herewith payment, in cash or in such other property as is permitted under the Plan, of the Exercise Payment for said shares and
has made a provision with the Company for the Withholding Amount.


 






     


     


    







 


In connection with the exercise of
the Option, the undersigned represents to the Company as follows:


 


(a)               
The undersigned is acquiring the Stock solely for investment purposes, with no present intention of distributing or reselling any
of the shares of Stock or any interest therein. The undersigned acknowledges that the Stock has not been registered under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(b)              
The undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Stock.


 


(c)               
The undersigned understands that the Stock is a “restricted security” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the undersigned must hold the Stock indefinitely unless it is registered with the Securities and
Exchange Commission and qualified by state authorities, or unless an exemption from such registration and qualification requirements is
available. The undersigned acknowledges that the Company has no obligation to register or qualify the Stock for resale. The undersigned
further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner or sale, the holding period for the Stock, and requirements relating to the Company
which are outside of the undersigned’s control, and which the Company is under no obligation to and may not be able to satisfy.


 


(d)              
The undersigned understands that there is no public market for the Stock, that no market may ever develop for the Stock, and that
the Stock has not been approved or disapproved by the Securities and Exchange Commission or any other federal, state or other governmental
agency.


 


(e)               
The undersigned understands that the Stock is subject to certain restrictions on transfer set forth in the Plan. Both the Plan
and the Option Agreement are incorporated herein by reference.


 


(f)               
The undersigned understands that any Stock purchased hereunder shall be subject to the Stockholders Agreement of the Company as
it may be amended from time to time (“Stockholders Agreement”), a copy of which has been provided to the undersigned,
and that it is a condition to the exercise of my Option that the undersigned executes a signature page of the Stockholders Agreement,
agreeing to be bound thereby and that the undersigned’s spouse, if applicable, must sign the Spousal Consent. The undersigned and
his or her spouse has had a full and fair opportunity to review the Stockholders Agreement prior to exercising the Option.


 





	 	Very truly yours,
	Date	 
	 	 
	 	(Signed by                    or
  other party duly exercising option)



 






     


     


    







 


Note:
If Options are being exercised on behalf of a deceased Optionee, then this Notice must be signed by such Optionee’s personal representative
and must be accompanied by a certificate issued by an appropriate authority evidencing that the individual signing this Notice has been
duly appointed and is currently serving as the Optionee’s personal representative under applicable local law governing decedents’
estates.


 






     


     


    







 


EXHIBIT B


(to Stock Option Agreement)


 


FORM OF SPOUSAL CONSENT


 


I acknowledge
that I have read the foregoing Stock Option Agreement and that I know its contents. I acknowledge and agree that capitalized terms used
and not defined in this spousal consent shall have the meanings ascribed to such terms in the Stock Option Agreement. I am aware that
by the provisions of the Stock Option Agreement, my spouse agrees, among other things, to the granting of rights to purchase and to the
imposition of certain restrictions on the transfer of the Optionee Securities, including my community interest therein (if any), which
rights and restrictions may survive my spouse’s death. I hereby consent to such rights and restrictions, approve of the provisions
of the Stock Option Agreement, and agree that I will bequeath any interest which I may have in said Optionee Securities or any of them,
including my community interest, if any, or permit any such interest to be purchased, in a manner consistent with the provisions of the
Stock Option Agreement. I direct that any residuary clause in my will not be deemed to apply to my community interest (if any) in such
Optionee Securities except to the extent consistent with the provisions of the Stock Option Agreement.


 


I further agree
that in the event of a dissolution of the marriage between myself and my spouse, in connection with which I secure or am awarded any Optionee
Securities or any interest therein through property settlement agreement or otherwise, (a) I will receive and hold said Optionee Securities
subject to all the provisions and restrictions contained in the Stock Option Agreement, including any option of the Company, the Investors
or other stockholder or optionholder to purchase such shares or interest from me, and (b) I hereby irrevocably constitute and appoint
my spouse, as true and lawful attorney and proxy (the “Proxy”) of my Optionee Securities with full power of substitution,
to vote (at any annual or special meeting or by written consent) such Optionee Securities which I would be entitled to vote as a stockholder,
together with any and all Optionee Securities issued in replacement or in respect of such Optionee Securities by dividend, distribution,
stock split, reorganization, recapitalization or otherwise.


 


I also acknowledge
that I have been advised to obtain independent counsel to represent my interests with respect to this spousal consent.


 





	Date:	 	 	 	 
		Name of Spouse:	 
	 	 	 
	 	Name of Optionee: