13D Filing: James E. Flynn and DFB Healthcare Acquisitions Corp.

In connection with its acquisition of Units of the Company in
the IPO, Deerfield Private Design Fund IV entered into the Letter Agreement, dated as of February 15, 2018 (the “Letter
Agreement”), by and between the Company and Deerfield Private Design Fund IV. Pursuant to the terms of the Letter Agreement,
the Company agreed not to consummate its initial Business Combination without the consent of Deerfield Private Design Fund IV (which
is not to be unreasonably withheld). If the Company seeks stockholder approval of a proposed initial Business Combination for which
Deerfield Private Design Fund IV has granted consent, then in connection with such proposed Business Combination, Deerfield Private
Design Fund IV has agreed (i) to vote any shares of Common Stock of the Company owned by it in favor of such proposed Business
Combination and (ii) not to redeem any shares of Common Stock owned by it in connection with such stockholder approval.

If the Company seeks stockholder approval of its initial Business
Combination and the Company does not conduct redemptions in connection with its Business Combination pursuant to the tender offer
rules, the Reporting Persons (and/or the Sponsor and its affiliates) may purchase shares of Common Stock in privately negotiated
transactions or in the open market either prior to or following the completion of the initial Business Combination, although no
such party is under any obligation to do so. Such a purchase may include a contractual acknowledgement that the selling stockholder,
although still the holder of the shares as of the record date for redemption, is no longer the owner thereof and therefore agrees
not to exercise its redemption rights. In the event that the Reporting Persons (and/or the Sponsor and its affiliates) purchase
shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights,
such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases
could be to vote such shares in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder
approval of the initial Business Combination or to satisfy a closing condition in an agreement with a target that requires the
Company to have a minimum net worth or a specified amount of cash at the closing of such Business Combination, where it appears
that such requirement would otherwise not be met. This may result in the completion of the Company’s initial Business Combination
that may not otherwise have been possible.