James E. Flynn - 12 Nov 2021 Form 4 Insider Report for Oncology Institute, Inc. (TOI)

Footnote F1

Upon the closing of the Issuer's initial business combination, each share of Class B Common Stock converted (automatically in accordance with its terms) into one share of Class A Common Stock for no consideration.

Footnote F2

This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. ("Deerfield Partners"). Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. ("Fund IV" and, together with Deerfield Partners, the "Funds"). Deerfield Management Company, L.P. ("Deerfield Management") is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. Each Fund holds a 37% membership interest in DFP Sponsor, LLC (the "Sponsor").

Footnote F3

In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds, the Sponsor and Deerfield Management is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Footnote F4

Steven Hochberg, a partner in Deerfield Management, served as a director and the chief executive officer of the Issuer until his resignation from such positions on November 12, 2021 (prior to the vote of the Issuer's stockholders in respect of the consummation of the Issuer's initial business combination and prior to the transactions reported herein). The Class A Common Stock owned by Steven Hochberg and reported herein is held for the benefit, and at the direction, of Deerfield Management.

Footnote F5

Each share of Series A Common Stock Equivalent Convertible Preferred Stock ("Common Equivalent Preferred Stock") is convertible into 100 shares of Class A Common Stock (subject to adjustment) at any time and from time to time at the election of the holder thereof. The Common Equivalent Preferred Stock has no expiration date. The terms of the Common Equivalent Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Class A Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) "group" would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

Footnote F6

The shares of Class B Common Stock were convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-236578) and had no expiration date.

Footnote F7

In connection with, and immediately prior to, the closing of the Issuer's initial business combination, pursuant to the Stockholder Support Agreement, dated as of June 28, 2021, DFP Sponsor, LLC (the "Sponsor") forfeited 707,960 shares of Class B Common Stock and Steven Hochberg forfeited 14,887 shares of Class B Common Stock for no consideration.

Footnote F8

The Sponsor acquired the Private Placement Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Business Combination, the Private Placement Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Private Placement Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, the Sponsor elected to be governed by a Maximum Percentage (as defined in the Private Placement Warrants) of 4.9%.

Footnote F9

Each Fund acquired the Public Warrants from the Issuer in connection with the Issuer's initial public offering on March 13, 2020. As a result of the closing of the Issuer's initial business combination, the Public Warrants will become exercisable as of the date that is 30 days after the closing of the Issuer's initial business combination (i.e., November 12, 2021). The Public Warrants will expire on November 12, 2026 or earlier upon redemption or liquidation. Prior to the closing of the Issuer's initial business combination, each fund elected to be governed by a Maximum Percentage (as defined in the Public Warrants) of 4.9%.