▸ If the Company is required to record additional goodwill impairment, our financial condition and results could be negatively affected.· · ● ● ● 3 ▸ Inflation can adversely affect us by increasing the costs of drugs, clinical trials and research, administration and other costs of doing business· · ● ● ● 3 ▸ A pandemic, epidemic or outbreak of an infectious disease, including the re-emergence of the COVID-19 pandemic, that occurs in the United States or worldwide, may adversely affect our business.· ● ● ● ● 4 rw ▸ Any of these events could materially and adversely affect our business, financial condition and results of operations.· ● ● ● ● 4 ▸ Delaware law and provisions in our Charter and Bylaws could make a takeover proposal more difficult.· ● ● ● ● 4 ▸ Future sales, or the perception of future sales, of our Common Stock and Warrants by us or our existing securityholders in the public market could cause the market price for our Common Stock and Warrants to decline.· ● ● ● ● 4 ▸ If securities analysts cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Common Stock, the price of our Common Stock could decline.· ● ● ● ● 4 ▸ Our issuance of additional shares of Common Stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.· ● ● ● ● 4 ▸ group Risks Related to Our Common Stock and Warrants· ● ● ● ● 4 ▸ group Risks Related to Our Indebtedness· ● ● ● ● 4 ▸ The Facility Agreement and the associated restrictive covenants thereunder could adversely affect our financial condition and will restrict our ability to raise capital.· ● ● ● ● 4 ▸ The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.· ● ● ● ● 4 ▸ The terms of the Senior Secured Convertible Note may have a negative impact on our business and the value of our securities and may result in substantial dilution to our other equity securityholders.· ● ● ● ● 4 ▸ We do not intend to pay dividends on our Common Stock for the foreseeable future.· ● ● ● ● 4 ▸ Future changes to applicable tax laws and regulations and/or their interpretation may have an adverse effect on our business, financial condition and results of operations. Tax rules and regulations are subject to interpretation and require· · · ● · 1 ▸ Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in the Company’s Business Combinations. Goodwill is not amortized and is tested for impairment at least annually or whenever· · · ● · 1 ▸ Our Common Stock and Warrants may be delisted if we fail to comply with the requirements for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), and if our securities were delisted, the price of our Common Stock and· · · ● · 1 ▸ The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government· · · ● · 1 ▸ Warrants, our ability to access the capital markets and our ability to comply with the covenants in our Facility Agreement could be negatively impacted.· · · ● · 1 ▸ To the extent the COVID-19 pandemic, or another pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, adversely affects our business and financial results, it may also have the effect of heightening many· · ● · · 1 ▸ We and the TOI PCs compete directly with national, regional and local providers of healthcare for patients and physicians. There are many other companies and individuals currently providing healthcare services, many of which have been in business· · ● · · 1 ▸ Although the TOI PCs have long-term contracts with many payors, these contracts may be terminated before their term expires for various reasons, such as changes in the regulatory landscape and poor performance by the TOI PCs and our· ● · · · 1 ▸ TOI PCs could face patient attrition and other negative consequences which could have a material adverse effect on our business, results of operations, financial condition and cash flows.· ● · · · 1 ▸ There is also uncertainty regarding both Medicare Advantage payment rates and beneficiary enrollment, which, if reduced, would reduce our overall revenues and net income, as well as future growth opportunities. For example, although the· ● · · · 1 ▸ We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock and Warrants less attractive to investors.· ● ● ● · 3 ▸ Because we have no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.● · · · · 1 ▸ Drug Administration, or FDA, including Good Clinical Practice, or GCP, requirements, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials.● · · · · 1 ▸ Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.● · · · · 1 ▸ Fluctuations in the price of our securities could contribute to the loss of all or part of your investment.● · · · · 1 ▸ If we were required to write down all or part of our goodwill our net earnings and net worth could be materially adversely affected.● · · · · 1 ▸ group Risks Related to Our Securities● · · · · 1 ▸ The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.● · · · · 1 ▸ We expect the importance of high-quality patient experience to increase as we, through the TOI PCs, expand our business and pursue new lives served. Any failure to maintain high-quality patient experience, or a market perception that we do not● · · · · 1 ▸ We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act that are applicable to us.● · · · · 1 ▸ We will continue to incur significant increased expenses and administrative burdens as a result of being a public company, which could have a material adverse effect on our business, financial condition and results of operations.● · · · · 1 ▸ A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the COVID-19 pandemic, could adversely affect our business.● ● ● ● ● 5 rw ▸ Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to execute our business strategies and growth plans.● ● ● ● ● 5 ▸ Certain of our management has limited experience in operating a public company.● ● ● ● ● 5 ▸ Changes in the payor mix of patients and potential decreases in reimbursement rates as a result of consolidation among plans could adversely affect our revenues and results of operations.● ● ● ● ● 5 ▸ Competition for physicians and nurses, shortages of qualified personnel or other factors could increase our labor costs and adversely affect our revenue, profitability and cash flows.● ● ● ● ● 5 ▸ Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities.● ● ● ● ● 5 ▸ If we are unable to attract new patients, our revenue growth will be adversely affected.● ● ● ● ● 5 ▸ If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected.● ● ● ● ● 5 ▸ If we are unable to provide consistently high quality of care, our business will be adversely impacted.● ● ● ● ● 5 ▸ If we or the TOI PCs fail to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.● ● ● ● ● 5 ▸ Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or business.● ● ● ● ● 5 ▸ Our Warrants may have an adverse effect on the market price of our Common Stock.● ● ● ● ● 5 ▸ Our growth strategy depends on our ability to build or acquire new TOI PC clinics to service our contracts and treat our patients.● ● ● ● ● 5 ▸ Our managed clinics and the TOI PCs may be subject to third-party payor audits, which, if adversely determined against us or the TOI PCs, may have a material effect on our results of operations and financial condition.● ● ● ● ● 5 ▸ Our managed clinics and the TOI PCs providing professional services at such clinics may become subject to medical liability claims, which could have a material adverse impact on our business.● ● ● ● ● 5 ▸ Our managed clinics may be negatively impacted by weather and other factors beyond our control.● ● ● ● ● 5 ▸ Our services are concentrated in certain geographic areas and populations exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions.● ● ● ● ● 5 ▸ Reductions in government reimbursement rates or changes in the rules governing government healthcare programs could have a material adverse effect on our financial condition and results of operations.● ● ● ● ● 5 rw ▸ group Risks Related to Our Business● ● ● ● ● 5 ▸ group Risks Related to Our Financial Condition● ● ● ● ● 5 ▸ group Risks Related to Our Regulatory Environment● ● ● ● ● 5 rw ▸ Some jurisdictions preclude the TOI PCs from entering into non-compete agreements with physicians, and other non-compete agreements and restrictive covenants applicable to certain physicians and other clinical employees may not be enforceable.● ● ● ● ● 5 ▸ The transition from volume to value-based reimbursement models may have a material adverse effect on our operations.● ● ● ● ● 5 ▸ There can be no assurance that we will be able to successfully capitalize on growth opportunities, which may negatively impact our business model, revenues, results of operations and financial condition.● ● ● ● ● 5 ▸ We cannot predict the effect that health care reform and other changes in government programs may have on our business, financial condition or results of operations.● ● ● ● ● 5 ▸ We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability.● ● ● ● ● 5 ▸ We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and our operational and financial resources.● ● ● ● ● 5 ▸ We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations.● ● ● ● ● 5 ▸ We may need additional capital to fund our operations and finance our growth, and we may not be able to obtain it on acceptable terms, or at all, which may limit our ability to grow.● ● ● ● ● 5 rw ▸ We may not be able to utilize a portion of our NOLs to offset future taxable income for U.S. federal income tax purposes, which could adversely affect our net income and cash flows.● ● ● ● ● 5 ▸ We primarily depend on reimbursement by third-party payors, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement process.● ● ● ● ● 5 
