Diona Simoneit - 01 Apr 2022 Form 3 Insider Report for Oncology Institute, Inc. (TOI)

Footnote F1

Represents restricted earn-out shares subject to forfeiture and unvested until such time that the Issuer's stock price reaches $12.50 per share for 20 days within any 30 consecutive trading days for the two-year period following the closing of the business combination of the Issuer, pursuant to that certain 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., that closed on November 12, 2021 (the "Business Combination"), subject to continued employment at such time.

Footnote F2

Represents restricted earn-out shares subject to forfeiture and unvested until such time that the Issuer's stock price reaches $15.00 per share for 20 days within any 30 consecutive trading days for the three-year period following the closing of the Business Combination, subject to continued employment at such time.

Footnote F3

Represents restricted stock units ("RSUs") that vest in four equal annual installments on each of the first four anniversaries of November 12, 2021 (the "Vesting Commencement Date"), with all RSUs becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.

Footnote F4

Represents RSUs with 1/3rd of the RSUs vesting on the second anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all RSUs becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.

Footnote F5

These options vest as to 1/4th of the total number of shares subject to the option on the first anniversary of January 11, 2021 (the "Original Grant Date"), and as to 1/36th of the total number of shares monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Original Grant Date, subject to continued employment through the vest date.

Footnote F6

These options vest monthly for 36 months following November 12, 2021, the date of the closing of the Business Combination, subject to continued employment through the vest date.

Footnote F7

The stock options vest in four equal annual installments on each of the first four anniversaries of the Vesting Commencement Date, with all options becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.

Footnote F8

The stock options vest as to 1/3rd of the options granted on the second anniversary of the Vesting Commencement Date, with the remaining options vesting in four equal annual installments beginning on the third anniversary of the Vesting Commencement Date, with all options becoming vested on the sixth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.