Exhibit 10.2


 


	THE ONCOLOGY INSTITUTE, INC. 2021 INCENTIVE AWARD PLAN




 


ARTICLE I.


PURPOSE


 


The Plan’s purpose is to
enhance the Company’s and its Related Entities’ ability to attract, retain and motivate persons who make (or are expected
to make) important contributions to the Company or its Related Entities by providing these individuals with equity ownership opportunities
and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.


 


ARTICLE II.


ELIGIBILITY


 


Service Providers are eligible
to be granted Awards under the Plan as determined by the Administrator from time to time, subject to the limitations described herein.


 


ARTICLE III.


ADMINISTRATION AND DELEGATION


 


3.1   Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant
Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority
to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal
Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply
omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan
and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all
persons having or claiming any interest in the Plan or any Award.


 


3.2   Appointment
of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers under the
Plan to one or more Committees or committees of officers of the Company or any of its Related Entities. The Board or the Administrator,
as applicable, may rescind any such delegation, abolish any such Committee or committee and/or re-vest in itself any previously delegated
authority at any time. In no event shall any officer of the Company be delegated the authority to grant Awards to, or amend Awards held
by, individuals who are subject to Section 16 of the Exchange Act or officers of the Company (or non-employee Directors) to whom
the authority to grant or amend Awards has been delegated hereunder. In the event that the Administrator’s authority is delegated
to officers or employees of the Company or any of its Related Entities in accordance with the foregoing, all provisions of the Plan relating
to the Administrator shall be interpreted by treating any reference to the Administrator as a reference to such officers or employees.
Any action undertaken in accordance with the Board’s or the Administrator’s delegation of authority hereunder shall have the
same force and effect as if such action was undertaken directly by the Board or the Administrator and shall be deemed for all purposes
of the Plan to have been taken by the Board or the Administrator (as applicable).


 


ARTICLE IV.


STOCK AVAILABLE FOR AWARDS


 


4.1   Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number of Shares that
may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. As of the Effective Date, no further awards
may be granted under the Prior Plan; however, Prior Plan Awards will remain subject to the terms and conditions of the Prior Plan. Shares
issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 






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4.2   Share
Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or settled in
cash, surrendered, repurchased, canceled without having been fully exercised/settled or forfeited, in any case, in a manner that
results in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted
to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior
Plan Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award
grants under the Plan. In addition, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to
satisfy the applicable exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding
obligation with respect to an Award (including Shares retained by the Company from the Award or Prior Plan Award being exercised or
purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The
payment of Dividend Equivalents in cash in conjunction with any outstanding Awards or Prior Plan Awards shall not count against the
Overall Share Limit. If any Optionholder Earnout Shares or Stockholder Earnout Shares are forfeited by reason of a
Participant’s Termination of Service (and not because of the failure to satisfy the Share price conditions thereof), then such
Optionholder Earnout Shares or Stockholder Earnout Shares, as applicable, shall become available for Award grants under the
Plan.


 


4.3   Incentive
Stock Option Limitations. Subject to the Overall Share Limit, no more than a number of Shares equal to seven percent (7%) of the total
number of shares of Common Stock outstanding on a fully diluted basis, as determined at the Effective Date may be issued pursuant to Incentive
Stock Options granted under the Plan.


 


4.4   Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or any Related Entity or the Company’s
or any Related Entity’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution
for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute
Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute
Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available
for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count
against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally,
in the event that a company acquired by the Company or any Related Entity or with which the Company or any Related Entity combines has
shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination,
the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange
ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available
for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards
or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made
to individuals who were not Service Providers prior to such acquisition or combination.


 


4.5   Non-Employee
Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for
non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine
the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its
business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time; provided
that, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee
Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $625,000. The Administrator
may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine
in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision
to award such compensation or in other contemporaneous compensation decisions involving non- employee Directors.


 






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ARTICLE V.


STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS


 


5.1   General.
The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including
any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each
Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations
applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the
Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of
exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation
Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2   Exercise
Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise
price in the Award Agreement. Unless otherwise determined by the Board, the exercise price will not be less than 100% of the Fair Market
Value on the grant date of the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the
case of an Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such
Option or Stock Appreciation Right, as applicable, shall be determined in accordance with the applicable requirements of Sections 424
and 409A of the Code (and for clarity, may be less than the Fair Market Value per Share on the date of grant if (to the extent applicable)
permitted under Sections 424 and/or 409A of the Code).


 


5.3   Duration.
Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, subject
to Section 5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless
determined otherwise by the Company, in the event that on the last business day of the term of an Option (other than an Incentive Stock
Option) or Stock Appreciation Right (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law,
as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider
trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities
by the Company, the term of the Option or Stock Appreciation Right shall be automatically extended until the date that is 30 days after
the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event
shall the extension last beyond the ten year term (or any shorter maximum, if applicable) of the applicable Option or Stock Appreciation
Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term
of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive
covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant
and the Company or any of its Related Entities, the right of the Participant and the Participant’s transferees to exercise any
Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise
determines prior to such violation and/or sets forth in the Award Agreement.


 


5.4   Exercise.
Options and Stock Appreciation Rights may be exercised by delivering to the Company (or its Agent) a written notice of exercise, in a
form the Administrator approves (which may be electronic and provided through the online platform maintained by an Agent), signed by the
person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified
in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable
taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.


 






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5.5   Payment
Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws,
the exercise price of an Option must be paid by online payment through the Agent’s electronic platform or by wire transfer of immediately
available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer of immediately available
funds to the Company) or, solely with the consent of the Administrator, by:


 


(a)   cash,
wire transfer of immediately available funds or check payable to the order of the Company, provided that the Administrator may limit the
use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)   if
there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including
electronically or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional undertaking by a broker
acceptable to the Administrator to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver
promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such
time as may be required by the Administrator;


 


(c)   delivery
(either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;


 


(d)   surrendering
Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;


 


(e)   delivery
of a promissory note or any other property that the Administrator determines is good and valuable consideration; or


 


 (f)    any combination of the above payment forms approved by the Administrator.




 


5.6   Additional
Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its
present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any
other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is
granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change of Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying
the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 


ARTICLE VI.


RESTRICTED STOCK; RESTRICTED
STOCK UNITS


 


6.1   General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s
right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Participant (or to require
forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable
restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant Restricted
Stock Units to any Service Provider, which may be subject to vesting and forfeiture conditions during the applicable restriction period
or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions
for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.


 






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		6.2	Restricted Stock.



 


(a)   Dividends.
Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless
the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends
or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary
cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Shares
of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect to any award
of Restricted Stock, dividends which would be paid prior to vesting shall only be paid out to the Participant holding such Restricted
Stock to the extent that the Restricted Stock vesting conditions are subsequently satisfied. All such dividend payments will be made
no later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.


 


(b)   Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates
issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.


 


		6.3	Restricted Stock Units.



 


(a)   Settlement.
The Administrator shall provide in the Award Agreement that settlement of Restricted Stock Units will occur upon or as soon as reasonably
practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election,
in a manner intended to comply with Section 409A (to the extent applicable).


 


(b)   Stockholder
Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and
until the Shares are delivered in settlement of the Restricted Stock Unit.


 


ARTICLE VII.


OTHER STOCK OR CASH BASED AWARDS;
DIVIDEND EQUIVALENTS


 


7.1   Other
Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based
on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock
or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment
in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or
other property, or any combination of the foregoing, as the Administrator determines. Subject to the provisions of the Plan, the Administrator
will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal(s) (which
may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award
Agreement. In addition, the Company may adopt subplans or programs under the Plan pursuant to which it makes Awards available in a manner
consistent with the terms and conditions of the Plan.


 


7.2   Dividend
Equivalents. An Award may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be settled
in cash or Shares and subject to the same restrictions on transferability and forfeitability as the underlying Award with respect to which
the Dividend Equivalents are paid and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE VIII.


ADJUSTMENTS FOR CHANGES IN COMMON
STOCK AND CERTAIN OTHER EVENTS


 


8.1   Equity
Restructuring(a). In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and/or making a cash payment to Participants. The adjustments provided under
this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.


 






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8.2   Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or
other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common
Stock or other securities of the Company, Change of Control, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company outside of the Plan, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting
the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms
and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period
of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more
of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or
enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award
granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable
Laws or accounting principles:


 


(a)   To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount
that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than
zero, then the Award may be terminated without payment;


 


(b)   To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the provisions of such Award;


 


(c)   To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)   To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV on the
maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price or
applicable performance goals), and the criteria included in, outstanding Awards;


 


		(e)	To replace such Award with other rights or property selected by the Administrator; and/or



 


(f)   To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 






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8.3  
Effect of Non-Assumption in a Change of Control. Notwithstanding the provisions of Section 8.2, if a Change of Control occurs
and a Participant’s Award is not continued, converted, assumed, or replaced with an award (which may include, without limitation,
a cash-based award) with substantially the same value and a substantially similar vesting schedule as of such conversion by (a) the
Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the
Participant has not had a Termination of Service, then, immediately prior to the Change of Control, such Award shall become fully vested
and exercisable, as applicable, and all forfeiture, repurchase and other restrictions on such Award shall lapse, in which case, such
Award shall be canceled upon the consummation of the Change of Control in exchange for the right to receive the Change of Control consideration
payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to holders of Common Stock
under the Change of Control documents (including, without limitation, any escrow, earnout or other deferred consideration provisions)
or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of Shares subject
to such Award and net of any applicable exercise price; provided that to the extent that any Award constitutes “nonqualified deferred
compensation” that may not be paid upon the Change of Control under Section 409A (to the extent applicable to such Award)
without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award
Agreement (subject to any deferred consideration provisions applicable under the Change of Control documents); and provided, further,
that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award at the time of the Change
of Control is equal to or less than zero, then such Award may be terminated without payment. The Administrator shall have full and final
authority to determine whether an Assumption of an Award has occurred in connection with a Change of Control.


 


8.4   Administrative
Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change
affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar
transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days before
or after such transaction.


 


8.5   General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due
to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class
or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect
to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares
of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of
Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards
granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation
dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities
with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants
and Awards (or portions thereof) differently under this Article VIII.


 


ARTICLE IX.


GENERAL PROVISIONS APPLICABLE
TO AWARDS


 


9.1   Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options,
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except for
certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant
to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer
of an Award hereunder shall be without consideration, except as required by Applicable Law. References to a Participant, to the extent
relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.


 


9.2   Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. The Award Agreement
will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions in addition to those set forth
in the Plan.


 


9.3   Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each
Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.


 






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9.4   Termination
of Status. The Administrator will determine how a Participant’s Disability, death, retirement or authorized leave of absence
or any other change or purported change in a Participant’s Service Provider status affects an Award (including whether and when
a Termination of Service has occurred) and the extent to which, and the period during which the Participant, the Participant’s legal
representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.


 


9.5   Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable
Law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company
or one of its Related Entities may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding
rates (or such other rate as may be determined by the Administrator after considering any accounting consequences or costs) from any
payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout
periods), Participants may satisfy such tax obligations through the Agent’s electronic platform or by wire transfer of immediately
available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer of immediately available
funds to the Company) or, solely with the consent of the Administrator, by (i) cash, wire transfer of immediately available funds
or check made payable to the order of the Company, provided that the Administrator may limit the use of the foregoing payment forms in
its discretion, (ii) to the extent permitted by the Administrator, delivery of Shares (in whole or in part), including Shares delivered
by attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery,
(iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines,
(A) delivery (including electronically or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional
undertaking by a broker acceptable to the Administrator to deliver promptly to the Company sufficient funds to satisfy the tax obligations,
or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable
to the Administrator to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such
amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Administrator,
any combination of the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan, the number
of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited to
the number of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such
liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such
other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles
in the United States of America), and for clarity, may be less than such maximum individual statutory tax rate if so determined by the
Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the
Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the
tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose
to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the
Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.


 


9.6   Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award
of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified
Stock Option. The Participant’s consent to such action will be required unless (i) the action does not materially and adversely
affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Sections
10.6 or 10.15. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the
stockholders of the Company, reduce the exercise price or base price per share of outstanding Options or Stock Appreciation Rights or
cancel outstanding Options or Stock Appreciation Rights that have an exercise price or base price in excess of Fair Market Value in exchange
for cash, other Awards or Options or Stock Appreciation Rights with an exercise price or base price per share that is less than the exercise
price or base price per share of the original Options or Stock Appreciation Rights.


 






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9.7           Conditions
on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously
delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as
determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including
any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable
Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines
is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell
such Shares as to which such requisite authority has not been obtained.


 


9.8           Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some
or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9           Cash
Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement
or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.


 


9.10         Broker-Assisted
Sales 9.11. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under
or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (i) any Shares
to be sold through the broker- assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable;
(ii) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average
price; (iii) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company and its Related Entities harmless from any losses, costs, damages,
or expenses relating to any such sale; (iv) to the extent the Company, its Related Entities or their designee receives proceeds
of such sale that exceed the amount owed, the Company or its Related Entity will pay such excess in cash to the applicable Participant
as soon as reasonably practicable; (v) the Company, its Related Entities and their designees are under no obligation to arrange
for such sale at any particular price; and (vi) in the event the proceeds of such sale are insufficient to satisfy the Participant’s
applicable obligation, the Participant may be required to pay immediately upon demand to the Company, its Related Entities or their designee
an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


ARTICLE X.


MISCELLANEOUS


 


10.1         No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will
not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any of its Related
Entities. The Company and its Related Entities expressly reserve the right at any time to dismiss or otherwise terminate their respective
relationships with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award
Agreement or in the Plan.


 


10.2         No
Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights
as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding
any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required
to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock
certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.


 


10.3         Effective
Date and Term of Plan. The Plan will become effective on the closing of the transactions contemplated by the Merger Agreement
(the “Effective Date”). Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option
may not be granted under the Plan after 10 years from the earlier of (i) the date the Board adopted the Plan or (ii) the
date on which the Company’s stockholders approve the Plan, but Incentive Stock Options previously granted may remain
outstanding after that date in accordance with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan
will not become effective and no Awards will be granted under the Plan.


 






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10.4         Amendment
of Plan. The Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than (a) as permitted
by the applicable Award Agreement, (b) as provided under Article VIII or Sections 10.6 or 10.15, or (c) an amendment to
increase the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the
affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary
to comply with Applicable Laws.


 


10.5         Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of
such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


 10.6         Section 409A.




 


(a)            General.
To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable, the Plan and
the Award Agreements shall be interpreted as compliant with Section 409A or as exempt from Section 409A, such that no adverse
tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to
the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve
the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A,
or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that
may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment
under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes,
penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person
if any Award, compensation or other benefits under the Plan are subject to taxes, penalties or interest under Section 409A. Notwithstanding
any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified deferred compensation” under the
Plan that may be made in installments shall be treated as a right to receive a series of separate and distinct payments.


 


(b)            Separation
from Service. If an Award is subject to and constitutes “nonqualified deferred compensation” under Section 409A,
any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent
necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s
Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references
to a “termination,” “termination of employment” or like terms means a “separation from service.”


 


(c)            Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award subject to Section 409A to a “specified employee” (as
defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to
the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be
paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable
thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six
months following the Participant’s “separation from service” (or following death) will be paid at the time or times
the payments are otherwise scheduled to be made.


 






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10.7         Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent
of the Company or any Related Entity will be liable to any Participant, former Participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally
liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director,
officer, other employee or agent of the Company or any Related Entity. The Company will indemnify and hold harmless each director, officer,
other employee and agent of the Company or any Related Entity that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.


 


10.8         Lock-Up
Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering
of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring
any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration statement
filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9        Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Related Entities
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Related Entities and affiliates may hold certain personal information about a Participant, including the Participant’s
name, address and telephone number; birthdate; social security number, insurance number or other identification number; salary; nationality;
job title(s); any Shares held in the Company or its Related Entities and affiliates; and Award details, to implement, manage and administer
the Plan and Awards (the “Data”). The Company and its Related Entities and affiliates may transfer the Data
amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company
and its Related Entities and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration
and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country
may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes
such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage
the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the
Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary
to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data
that the Company and its Related Entities hold regarding such Participant, request additional information about the storage and processing
of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw
the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. If the Participant
refuses or withdraws the consents in this Section 10.9, the Company may cancel Participant’s ability to participate in the
Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences
of refusing or withdrawing consent, Participants may contact their local human resources representative.


 


10.10      Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded,
and the illegal or invalid action will be null and void.


 


10.11      Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Related Entity) that the Administrator has approved, the Plan will govern, unless it is expressly specified in
such Award Agreement or other written document that a specific provision of the Plan will not apply. For clarity, the foregoing sentence
shall not limit the applicability of any additive language contained in an Award Agreement or other written agreement which provides
supplemental or additional terms not inconsistent with the Plan.


 






    	 	F-11	 



     


    

 


10.12       Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13       Claw-back
Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received
by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be
subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted
to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations
promulgated thereunder) as and to the extent set forth in such claw- back policy or the Award Agreement.


 


10.14       Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text,
rather than such titles or headings, will control.


 


10.15       Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding
anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent
Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.


 


10.16       Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any Related Entity.


 


10.17       Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Related Entity except as expressly provided
in writing in such other plan or an agreement thereunder.


 


ARTICLE XI.


DEFINITIONS


 


As used in the Plan, the following words and
phrases will have the following meanings:


 


11.1         “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
Notwithstanding anything herein to the contrary, the Board shall conduct the general administration of the Plan with respect to Awards
granted to non-employee Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall mean
and refer to the Board.


 


11.2         “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or a Participant with regard to the Plan.


 


11.3         “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities,
tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards
are granted.


 


11.4         “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Dividend Equivalents, or Other Stock or Cash Based Awards.


 






    	 	F-12	 



     


    

 


11.5         “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


 11.6         “Board” means the Board of Directors of the Company.




 


 11.7         “Change of Control” means and includes each of the following:




 


(a)            A
merger or consolidation of the Company with or into any other corporation or other entity or person;


 


(b)            A
sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s
assets; or


 


(c)            Any
other transaction, including the sale by the Company of new shares of its capital stock or a transfer of existing shares of capital stock
of the Company, the result of which is that a third party that is not an affiliate of the Company or its stockholders (or a group of third
parties not affiliated with the Company or its stockholders) immediately prior to such transaction acquires or holds capital stock of
the Company representing a majority of the Company’s outstanding voting power immediately following such transaction; provided
that the following events shall not constitute a “Change of Control”:


 


(i)             a
transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of the voting securities
of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority of the voting securities
in the successor corporation or its parent immediately after the merger or consolidation;


 


(ii)            a
sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s
assets to an affiliate of the Company;


 


 (iii)            an initial public offering of any of the Company’s securities;




 


 (iv)           a reincorporation of the Company solely to change its jurisdiction; or




 


(v)            a
transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by
the persons who held the Company’s securities immediately before such transaction.


 


Notwithstanding the foregoing,
if a Change of Control would give rise to a payment or settlement event with respect to any Award that constitutes “nonqualified
deferred compensation,” the transaction or event constituting the Change of Control must also constitute a “change in control
event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event
for such Award, to the extent required by Section 409A of the Code.


 


The Administrator shall have full
and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control has occurred pursuant
to the above definition, the date of the occurrence of such Change of Control and any incidental matters relating thereto; provided that
any exercise of authority in conjunction with a determination of whether a Change of Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


11.8        “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9         “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to
the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member
of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee
director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee
director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan.


 






    	 	F-13	 



     


    

 


11.10         “Common
Stock” means the Class A common stock, par value $0.0001 per share, of the Company and Class B common stock, par
value $0.0001 per share and such other securities of the Company that may be substituted therefore.


 


 11.11        “Company” means The Oncology Institute, Inc., a Delaware corporation, or any successor.




 


11.12        “Consultant”
means any consultant or advisor engaged by the Company or any of its Related Entities to render services to such entity that qualifies
as a consultant or advisor under the applicable rules of Form S-8 Registration Statements.


 


11.13       “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


 11.14         “Director” means a member of the Board or the Board of Directors of any
Related Entity.




 


11.15        “Disability”
means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.


 


11.16        “Dividend
Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of
dividends paid on Shares.


 


 11.17         “Employee” means any employee of the Company or its Related Entities.




 


11.18       “Equity
Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other large, nonrecurring
cash dividend, that affects the Shares (or other securities of the Company) or the share price of Shares (or other securities of the Company)
and causes a change in the per share value of the Shares underlying outstanding Awards.


 


11.19       “Exchange Act” means the Securities Exchange Act of 1934, as amended.




 


11.20       “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (a) if the Common Stock is listed
on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange
for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded on a stock exchange
but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source
the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine the
Fair Market Value in its discretion.


 


11.21       “Greater
Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined
in Section 424(e) and (f) of the Code, respectively.


 


11.22       “Incentive
Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422
of the Code.


 


11.23       “Merger
Agreement” means that Agreement and Plan of Merger, dated as of June 28, 2021, by and among DFP Healthcare Acquisitions
Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC and TOI Parent, Inc.


 


11.24        “Non-Qualified
Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.


 






    	 	F-14	 



     


    

 


11.25       “Option”
means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option.


 


 11.26        “Optionholder Earnout Shares” has the meaning set forth in the Merger Agreement.




 


11.27       “Other
Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.28       “Overall
Share Limit” means the sum of (a) a number of Shares equal to seven percent (7%) of the aggregate number of shares
of Common Stock outstanding on a fully diluted basis, as determined at the Effective Date ; (b) any Shares which are subject to Prior
Plan Awards as of the Effective Date which, following the Effective Date, become available for issuance under the Plan pursuant to Article IV;
(c) any Optionholder Earnout Shares or Stockholder Earnout Shares, as applicable, which are forfeited by reason of a Termination
of Service, which following the Effective Date, become available for issuance under the Plan pursuant to Article IV; and (d) an
annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031,
equal to the lesser of (i) a number of Shares equal to four percent (4%) of the aggregate number of shares of Common Stock outstanding
on a fully diluted basis, determined on the final day of the immediately preceding calendar year and (ii) such smaller number of
Shares as is determined by the Board. For this purpose, the number of shares of Common Stock outstanding will be calculated as if all
Options and Stock Appreciation Rights issued and outstanding were exercised in full, and all outstanding Restricted Stock Units were issued
and outstanding shares of Common Stock.


 


 11.29        “Participant” means a Service Provider who has been granted an Award.




 


11.30       “Performance
Criteria” means the criteria (and adjustments) that the Administrator may select for an Award to establish performance
goals for a performance period, which may include (but is not limited to) the following: net earnings or losses (either before or after
one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue
or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; operating efficiency;
budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow
(including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital;
cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost
control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends
per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion
or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market
share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer
service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other
legal matters; strategic partnerships, collaborations and transactions; financial ratios (including those measuring liquidity, activity,
profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on
hand; acquisition, licensing or divestiture activity; investment sourcing activity; and marketing initiatives, any of which may be measured
in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference
to the Company’s performance or the performance of a Related Entity, division, business segment or business unit of the Company
or a Related Entity, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators
of performance relative to performance of other companies.


 


 11.31        “Plan” means this The Oncology Institute, Inc. 2021 Incentive Award Plan.




 


 11.32      “Prior Plan” means the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan.




 


 11.33      “Prior Plan Award” means an award outstanding under the Prior Plan as of the Effective Date.




 


11.34       “Related
Entity” means any Subsidiary, and any business, corporation, partnership, limited liability company or other entity designated
by the Board, which the Company or a Subsidiary controls, directly or indirectly, through one or more intermediaries. .


 






    	 	F-15	 



     


    







 


11.35       “Restricted
Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.36       “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in
cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant under
Article VI subject to certain vesting conditions and other restrictions.


 


 11.37       “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.




 


11.38       “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


 11.39        “Securities Act” means the Securities Act of 1933, as amended.




 


 11.40        “Service Provider” means an Employee, Consultant or Director.




 


 11.41       “Shares” means shares of Class A common stock, par value $0.0001 per share, of the Company.




 


 11.42        “Stock Appreciation Right” means a stock appreciation right granted under Article V.




 


 11.43       “Stockholder Earnout Shares” has the meaning set forth in the Merger Agreement.




 


11.44        “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if
each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other
entities in such chain.


 


11.45      “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards
previously granted, or the right or obligation to make future awards, in each case by a company (i) acquired by the Company or any
Related Entity, (ii) which becomes a Related Entity after the date hereof, or (iii) with which the Company or any Related Entity
combines.


 


 11.46       “Termination of Service” means the date the Participant ceases to be a Service Provider.




 


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    	 	F-16