What changed in this filing

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Item 1A. Risk Factors

2023-03-14 compared with 2022-03-15 · 2141 added, 1914 removed, 50 unchanged (99% of the section changed)

Risk Factors.

Related to DocGo’s Business Strategy

failure to implement its business strategy could adversely affect its business.

future financial performance and success is dependent in large part upon its ability to implement its business strategy successfully.

DocGo’s business strategy includes several initiatives, including developing contractual relationships with new healthcare

provider partners and expanding its business with existing partners;

capitalizing on organic growth opportunities such as growing

complementary and integrated service offerings, particularly with respect to its mobile health solutions;

pursuing selective acquisitions

to expand its geographic presence, among other things;

Risks Related to

DocGo’s Business Strategy

DocGo’s failure to successfully implement

its business strategy could adversely affect its business.

DocGo’s future financial

performance and success is dependent in large part upon its ability to implement its business strategy successfully.

DocGo’s business

strategy includes several initiatives, including developing contractual relationships with new healthcare provider partners and expanding

its business with existing partners;

capitalizing on organic growth opportunities such as growing complementary and integrated service

offerings, particularly with respect to its mobile health solutions;

pursuing selective acquisitions to expand its geographic presence,

among other things;

and enhancing operational efficiencies and productivity.

DocGo may not

be able to implement its business strategy successfully or achieve the anticipated benefits of its business plan.

unable to do so, its long-term growth, profitability and ability to service its debt will be adversely affected.

DocGo is able to implement some or all of the initiatives of its business plan, one or more may not be successful in achieving

the desired goals and DocGo’s operating results may not improve to the extent it anticipates, or at all, or could be adversely

Implementation

of DocGo’s business strategy could also be affected by a number of factors beyond its control, including increased competition,

government regulation, general economic conditions or increased operating costs or expenses.

In particular, DocGo’s future

success is contingent on DocGo’s ability to penetrate new markets and, to a lesser extent, further penetrate existing markets,

which is subject to a number of uncertainties, many of which are beyond DocGo’s control.

Expanding service offerings such

as DocGo’s mobile health solutions also carries unique risks, including lack of market acceptance and not realizing any

return on the capital invested.

DocGo may not be able to implement its business strategy

successfully or achieve the anticipated benefits of its business plan, which could adversely affect its long-term growth, profitability

and ability to service its debt obligations.

Even if DocGo is able to implement some or all of the initiatives of its business plan, one

or more initiatives may not be successful or if successful, may not achieve the anticipated goals, results or outcomes, and DocGo’s

operating results may not improve to the extent it anticipates, or at all, or it could be adversely affected.

Implementation of DocGo’s

business strategy could also be negatively impacted by a number of factors beyond its control, including increased competition, government

regulation, general macroeconomic conditions, including an inflationary environment, rising interest rates and recessionary fears, the

geopolitical environment, including the war in Ukraine and rising tensions in the Taiwan Strait, and pandemic or endemics, including COVID-19,

and increased operating costs, including costs of labor, or other expenses.

In particular, DocGo’s future success is contingent

on DocGo’s ability to both penetrate new markets and to further penetrate existing markets, which is subject to a number of uncertainties,

including our ability to obtain necessary licenses in new markets, to establish and grow new customer relationships and our ability to

attract and retain skilled personnel, many of which are beyond DocGo’s control.

Expanding service offerings such as DocGo’s

mobile health solutions also carries unique risks, including lack of market acceptance or the potential inability to realize an appropriate

return, if any, on the capital invested.

Government regulations in both DocGo’s domestic and international markets can also delay

or prevent expansion or the introduction of new service offerings, or require changes to some of the services DocGo already offers,

which could negatively impact the success of DocGo’s strategies.

In addition, to the extent DocGo has misjudged the nature

and extent of industry trends or its competition, it may have difficulty in identifying new provider partners, achieving any geographic

expansion, introducing new service offerings or achieving DocGo’s other strategic objectives.

or prevent expansion or the introduction of new service offerings or require changes to some of DocGo’s current service offerings,

which could negatively impact the success of DocGo’s strategies and financial results.

In addition, to the extent DocGo has misjudged

the nature or extent of industry trends or its competition, it may have difficulty in identifying new provider partners, achieving any

geographic expansion, introducing new service offerings or achieving DocGo’s other strategic objectives.

As such, due to these and

other known and unknown risks, DocGo cannot assure you that its business strategy will be successful, and any failure to effectively

implement its business strategy and otherwise grow the business could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

reliance on its contractual relationships with its healthcare provider partners and other strategic alliances could adversely

affect its business.

relies significantly on its contractual relationships with its healthcare provider partners and other strategic partners and alliances

to generate revenues, expand into new markets and further penetrate existing markets.

In recent years, DocGo has entered

into strategic business relationships with, among others, healthcare providers and hospital systems, to take advantage of commercial

opportunities across its operations, but particularly in its medical transportation services segment.

DocGo’s contract with

Fresenius, under which DocGo generated approximately 7.1% of its revenues in the year ended December 31, 2021, is of particular

importance to DocGo’s results.

The structure of DocGo’s relationships with its healthcare provider partners is a novel

model in DocGo’s industry and because there is little precedent for this approach, there can be no assurances that it will

be operationally or financially successful in the long term.

contractual relationships with its healthcare provider partners and its reliance on revenues generated pursuant to these arrangements

carry commercial and other risks and uncertainties that are different from those underlying DocGo’s other revenue streams,

including the opportunity cost of not pursuing the specific venture independently or with other partners.

For example, strategic

partners may have business or economic interests that are inconsistent with those of DocGo and may take actions contrary to DocGo’s

While DocGo typically manages the day-to-day operations, DocGo’s partners have certain consent rights

and they may not agree with decisions that DocGo believes are appropriate or are otherwise in the venture’s or its best

This structure can also lead to disputes with partners, which could require DocGo’s management to commit additional

time and resources to resolve any disagreements or, in some instances, may lead to arbitration or litigation.

Contractual relationships

like these typically carry termination rights and one or more of DocGo’s partners may choose to exit the relationship prematurely

and, in certain arrangements, the partner may have the option to put its interest in the venture to DocGo or acquire DocGo’s

stake at a predetermined price, even if the relationship is proving beneficial to DocGo and it would choose to continue the arrangement.

If one of DocGo’s ventures or any of its strategic partners is subject to a regulatory investigation or legal dispute or

is otherwise the subject of any negative publicity, DocGo may be associated with the matter and similarly harmed, regardless of

whether the specific partnership or DocGo itself had any connection to the underlying matters.

In addition, DocGo may, in certain

circumstances, be liable for the actions of its partners.

other known and unknown risks, DocGo cannot assure you that its business strategy will be successful, and any failure to effectively implement

its business strategy and otherwise grow the business could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

DocGo relies on its contractual relationships

with its healthcare provider partners.

DocGo significantly relies

on its contractual relationships with its healthcare provider partners and other strategic partners and alliances to generate revenues,

expand into new markets and further penetrate existing markets.

In recent years, DocGo has entered into strategic business relationships

with, among others, healthcare providers and hospital systems, to take advantage of commercial opportunities across its operations, but

particularly in its medical transportation services segment.

The structure of DocGo’s relationships with its healthcare provider

partners is a novel model in DocGo’s industry and because there is little precedent for this approach, there can be no assurances

that it will be operationally or financially successful in the long term.

DocGo’s contractual

relationships with its healthcare provider partners and its reliance on revenues generated pursuant to these arrangements carry commercial

and other risks and uncertainties that are different from those underlying DocGo’s other revenue streams, including the opportunity

cost of not pursuing other ventures independently or with other partners.

For example, strategic partners may have business or economic

interests that are inconsistent with those of DocGo and may take actions contrary to DocGo’s interests.

While DocGo typically manages

the day-to-day operations, DocGo’s partners have certain consent rights, including certain decisions such as the annual

budget and the hiring and firing of key management personnel for the venture, and they may not agree with decisions that DocGo believes

are appropriate or are otherwise in the venture’s or its best interests.

This structure can also lead to disputes with partners,

which could require DocGo’s management to commit additional time and resources to resolve any disagreements or, in some instances,

may lead to arbitration or litigation.

Contractual relationships like these typically carry termination rights and one or more of DocGo’s

partners may choose to exit the relationship prematurely and, in certain arrangements, the partner may have the option to sell its interest

in the venture to DocGo or acquire DocGo’s stake at a predetermined price, even if the venture is beneficial to DocGo and in DocGo’s

interest to continue the venture.

If one of DocGo’s ventures or any of its strategic partners is subject to a regulatory investigation

or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed,

regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.

In addition, DocGo may, in

certain circumstances, be liable for the actions of its partners.

Contractual relationships such as these can also raise fraud and abuse

1 unchanged sentence

Department of Health and Human Services

(“HHS”) has taken the position that certain contractual relationships between a party which makes referrals and a

party which receives referrals for a specific type of service may violate the federal Anti-Kickback Statute if not appropriately

Any of the foregoing risks or others related to DocGo’s reliance on strategic partners and other relationships

could have a material adverse effect on DocGo’s business, financial condition and results of operations.

incurs significant up-front costs in its client relationships and any inability to maintain and grow these client relationships

over time or to recover these costs could adversely affect its business.

business strategy depends heavily on achieving economies of scale because its initial up-front investment is costly and the

associated revenue is recognized on a ratable basis.

DocGo devotes significant resources to establish relationships with its clients

and implement its solutions.

This is particularly so in the case of large enterprises like those DocGo implements with its healthcare

provider partners.

Accordingly, DocGo’s results of operations will depend in substantial part on its ability to maintain

and grow its relationships with customers over time.

Additionally, as DocGo’s business is growing significantly, its client

acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable to manage its total operating

costs enough to achieve profitability, or if achieved, to maintain it.

If DocGo fails to achieve appropriate economies of scale

or if it fails to manage or anticipate demand, its business, financial condition and results of operations could be materially

adversely affected.

growth of DocGo’s business depends, in part, on its ability to execute on its acquisition strategy.

significant portion of DocGo’s historical growth has occurred through acquisitions, and it anticipates continued growth

through acquisitions in the future.

DocGo’s growth strategy is primarily focused on geographic expansion, often as part

of growing its relationship with an existing healthcare provider partner, and DocGo expects acquisitions to be the primary means

of acquiring the infrastructure, licenses or other resources necessary to enter new markets in the future.

DocGo is presently

evaluating, and expects to continue evaluating on an ongoing basis, a variety of possible acquisition transactions.

cannot predict the timing of any contemplated transactions, and there can be no assurances that DocGo will identify suitable acquisition

opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms

acceptable to it.

DocGo also competes for acquisitions with other potential acquirers, some of which may have greater financial

or operational resources than DocGo.

A significant change in DocGo’s business or the economy, an unexpected decrease in

cash flows or any restrictions imposed by DocGo’s debt may limit its ability to obtain the necessary capital for acquisitions

or otherwise impede its ability to complete an acquisition.

Certain proposed acquisitions or dispositions may also trigger regulatory

review by governmental agencies, including the U.S.

Department of Justice (the “DOJ”), the U.S.

Trade Commission(the “FTC”), under their respective regulatory authority.

Any delay, prohibition or modification required

by regulatory authorities for competitive purposes or otherwise could adversely affect the terms of a proposed acquisition or

could require DocGo to modify or abandon an otherwise attractive acquisition opportunity.

The failure to identify suitable transaction

partners and to consummate transactions on acceptable terms or at all could adversely affect DocGo’s business, financial

(“HHS”) has taken the position that certain contractual relationships between a party which makes referrals and a party which

receives referrals for a specific type of service may violate the federal Anti-Kickback Statute if not appropriately structured.

Any of the foregoing risks or other risks related to DocGo’s reliance on its strategic partners and other relationships could have

a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo incurs significant up-front costs

in its client relationships and any inability to maintain and grow these client relationships over time or to recover these costs could

adversely affect its business.

DocGo’s business strategy

depends heavily on achieving economies of scale because its initial up-front investment is costly and the associated revenue is recognized

on a ratable basis.

DocGo devotes significant resources to establish relationships with its clients and implement its solutions.

typically incurs higher variable costs for labor and medical and other supplies in the initial stages of a project, as the focus at that

stage is on ensuring that the projects are staffed and stocked properly, even at the risk of temporarily overstaffing the project until

revenue achieves the anticipated scale.

These risks are heightened when the client is a large enterprise, such as DocGo’s healthcare

provider or government partners.

Accordingly, DocGo’s results of operations depend, in substantial part, on its ability to maintain

and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.

Additionally,

as DocGo’s business grows, its client acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable

to successfully manage its total operating costs to achieve profitability, or if achieved, to maintain profitability.

If DocGo fails to

achieve appropriate economies of scale or if it fails to manage or anticipate demand, its business, financial condition and results of

operations could be materially adversely affected.

The growth of DocGo’s business depends,

in part, on its ability to execute on its acquisition strategy.

A significant portion of DocGo’s

historical growth has occurred through acquisitions, such as its acquisitions in 2022 of Government Medical Services, Ryan Brothers Ambulance,

Exceptional Ambulance and Community Ambulance Services, and it anticipates continued growth through acquisitions in the future.

growth strategy is primarily focused on geographic expansion, often as part of growing its relationship with an existing healthcare provider

partner, and DocGo expects acquisitions to be its primary means of obtaining the infrastructure, licenses or other resources necessary

to enter new markets in the future.

DocGo evaluates, and expects to continue to evaluate on a regular basis, a variety of possible acquisition

transactions.

DocGo cannot predict the timing

of any contemplated transactions, and there can be no assurances that DocGo will be able to identify suitable acquisition opportunities

in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms acceptable to it, if

DocGo also competes for acquisitions with other potential acquirers, some of which may have greater financial or operational resources

A significant change in DocGo’s business;

macroeconomic factors, including inflationary pressures, rising interest rates

and recessionary fears;

unexpected decreases in cash flows, tightening of the capital markets or any restrictions imposed by DocGo’s

debt obligations may limit its ability to obtain the necessary capital for acquisitions or otherwise impede its ability to complete an

Certain proposed acquisitions or dispositions may also trigger regulatory review by governmental agencies, including the

Department of Justice (the “DOJ”) and the U.S.

Federal Trade Commission (the “FTC”), under their

respective regulatory authority.

Any delay, prohibition or modification required by regulatory authorities for competitive purposes or

otherwise could adversely affect the terms of a proposed acquisition or could require DocGo to modify or abandon an otherwise attractive

acquisition opportunity.

The failure to identify suitable transaction partners and to consummate transactions on acceptable terms, or

at all, could adversely affect DocGo’s business, financial condition and results of operations.

DocGo’s acquisition strategy exposes

it to significant risks and additional costs.

Acquisitions involve risks

that the businesses acquired will not perform as expected or provide sufficient infrastructure and other resources necessary to operate

in a given geography, and DocGo’s judgments regarding the values, strengths and weaknesses and profitability of acquired businesses

may prove to be wrong.

DocGo may be held liable for certain unforeseen pre-acquisition liabilities of an acquired business, including,

among others, tax liabilities, environmental liabilities, liabilities for regulatory violations and liabilities for employment practices,

and these liabilities could be significant.

In addition, an acquisition could result in the impairment of client relationships and other

acquired assets, such as goodwill.

DocGo may also incur costs and experience inefficiencies to the extent an acquisition expands the services,

markets or geographies in which it operates.

Acquisitions may require that DocGo incur additional debt to finance the transaction, which

could be substantial and limit its operating flexibility or, alternatively, acquisitions may require that DocGo issue shares of its Common

Stock as consideration, which could dilute share ownership.

Acquisitions can also involve post-transaction disputes regarding a number

of matters, including a purchase price or working capital adjustment, earn-out or other contingent payments, environmental liabilities

or other obligations.

DocGo’s recent growth and its acquisition strategy have placed, and will continue to place, significant demands

on management’s time, which may divert their attention from DocGo’s day-to-day business operations and may lead

to significant due diligence and other expenses regardless of whether DocGo pursues or consummates any potential acquisition.

may not be able to manage its growth resulting from acquisitions due to the number, diversity and geographic disparity of the businesses

it may acquire or for other reasons.

These and other risks related to acquisitions could adversely affect DocGo’s business, financial

condition and results of operations.

acquisition strategy exposes it to significant risks and additional costs.

involve risks that the businesses acquired will not perform as expected or provide sufficient infrastructure and other resources

necessary to operate in a given geography and DocGo’s judgments regarding the value, strengths and weaknesses and profitability

of acquired businesses may prove wrong.

DocGo may become liable for certain unforeseen pre-acquisition liabilities of an

acquired business, including, among others, tax liabilities, environmental liabilities, liabilities for regulatory violations

and liabilities for employment practices, and these liabilities could be significant.

In addition, an acquisition could result

in the impairment of client relationships and other acquired assets such as goodwill.

DocGo may also incur costs and experience

inefficiencies to the extent an acquisition expands the services, markets or geographies in which it operates.

Acquisitions may

require that DocGo incur additional debt to finance the transaction, which could be substantial and limit its operating flexibility

or, alternatively, acquisitions may require that DocGo issue stock as consideration, which could dilute share ownership.

can also involve post-transaction disputes regarding a number of matters, including a purchase price or working capital adjustment,

earn-out or other contingent payments, environmental liabilities or other obligations.

DocGo’s recent growth and its

acquisition strategy have placed, and will continue to place, significant demands on management’s time, which may divert

their attention from DocGo’s day-to-day business operations, and may lead to significant due diligence and other

expenses regardless of whether DocGo pursues or consummates any acquisition.

DocGo may also not be able to manage its growth resulting

from acquisitions due to the number, diversity and geographic disparity of the businesses it may acquire or for other reasons.

These and other risks related to acquisitions could adversely affect DocGo’s business, financial condition and results of

inability to successfully integrate acquisitions or realize their anticipated benefits could adversely affect DocGo’s business.

require that DocGo integrate separate companies that historically operated independently or as part of another, larger organization,

and had different systems, processes and cultures.

DocGo may not be able to successfully integrate any business it has acquired

or may acquire, or may not be able to do so in a timely, efficient or cost-effective manner.

Risks related to the successful

integration of an acquired business include:

the attention of DocGo’s management and that of the acquired business;

or linking different accounting and financial reporting systems and systems of internal controls and, in some instances, implementing

new controls and procedures;

computer, technology and other information networks and systems, including enterprise resource planning systems and billing systems;

● assimilating

personnel, human resources, billing and collections, and other administrative departments and potentially contrasting corporate cultures;

relationships with or losses of key clients and suppliers of DocGo’s business or the acquired business;

● interfering

with, or loss of momentum in, DocGo’s ongoing business or that of the acquired company;

to retain DocGo’s key personnel or that of the acquired company;

or cost-overruns in the integration process.

inability to manage its growth through acquisitions, including the integration process, and to realize the anticipated benefits

of an acquisition could have a material adverse effect on its business, financial condition and results of operations.

Related to DocGo’s Business and Industry

COVID-19 pandemic has materially impacted DocGo’s business.

December 2019, a novel strain of coronavirus (COVID-19) surfaced in Wuhan, China.

Since then, the virus has spread globally,

including to the United States, and the World Health Organization has declared the outbreak a pandemic and the Secretary

of HHS has declared a public health emergency.

Public health organizations and international, federal, state and local governments

have implemented measures to combat the spread of COVID-19, including restrictions on movement such as quarantines, “stay-at-home”

orders and social distancing ordinances and restricting or prohibiting outright some or all forms of commercial and business activity.

These measures, or others that may be implemented in the future, although temporary in nature, may become more restrictive or

continue indefinitely.

COVID-19 pandemic and its national and global impact have adversely affected DocGo, particularly in its healthcare transportation

segment, and this segment and other aspects of DocGo’s business may be adversely affected by the pandemic and its impact in the

DocGo’s and its customers’ businesses have generally been classified as “essential” in most jurisdictions,

permitting DocGo and its customers to continue operations in most markets.

However, there can be no assurance that DocGo’s business

or those of its customers’ and suppliers’ will continue to be classified as “essential” in the future, or that

DocGo or they will not voluntarily limit or cease operations in one or more markets if it or they believe it is in the company’s

or their best interests.

For example, healthcare providers have limited the availability of elective procedures, at times entirely stopping

these procedures, which has had an adverse impact on DocGo’s revenues related to non-emergency transportation services.

has also determined to increase its reserves for bad debt since the pandemic began because of uncertainty regarding payments from some

uninsured consumers.

Further, DocGo’s business can put its healthcare professionals in direct contact with patients infected with

COVID-19, which significantly increases the risk that DocGo employees will contract the virus.

Should there be an outbreak of COVID-19 among

DocGo’s employees in one or more of its markets, in response, DocGo may need to significantly reduce or cease operations there.

The demands of the pandemic have also placed significant financial burdens on healthcare providers, including DocGo’s healthcare

provider partners and other customers, and if one or more of DocGo’s partners or other customers declare bankruptcy or otherwise

restrict or cease its operations, DocGo’s business may be harmed.

The pandemic may also adversely affect DocGo’s ability to

collect accounts receivable.

DocGo also utilized several government programs in 2020 related to the pandemic, receiving approximately

$1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the Coronavirus Aid, Relief

and Economic Security Act and related legislation as well as various state and local programs, net of amounts that will be repaid to HHS.

also received accelerated Medicare payments of approximately $2.4 million that were required to be repaid beginning in April 2021.

See Note 19 to the notes to the audited consolidated financial statements of DocGo included elsewhere in this Annual Report on Form

cost structure has also been adversely impacted by the pandemic.

A number of DocGo’s suppliers have also been negatively impacted

by the COVID-19 pandemic and there have been significant disruptions in its supply chains, particularly with respect to the personal

protective equipment, or PPE, that DocGo’s healthcare professionals require to do their jobs.

At times, sufficient levels of PPE

have not been available and these shortages have limited DocGo’s ability to meet demand and provide its services to customers in

a timely manner.

Further, the demand for PPE in the healthcare industry and the public at large caused by the pandemic has significantly

increased the cost of PPE and DocGo may not be able to recover these increased costs in the rates it charges for its services, which could

adversely affect DocGo’s profitability.

Limitations on the availability or increases in the price of PPE have and could in the future

continue to adversely affect DocGo’s business and results of operations.

DocGo’s suppliers’ businesses have similarly

generally been classified as “essential business” permitting operations to continue, but DocGo cannot be certain that its

suppliers will continue to be classified as “essential” or that they will not voluntarily limit or cease operations or that

a sufficient quantity of PPE will be available and at prices that fit within DocGo’s cost structure.

management is focused on mitigating the impact of COVID-19 on its business and the risk to its employees.

This focus has

diverted management’s attention away from normal business operations.

Additionally, DocGo has taken a number of precautionary

measures intended to mitigate the impact of COVID-19 on its business and the risk to its employees, including implementing

detailed cleaning and disinfecting processes at its facilities and across its fleet, adhering to social distancing protocols and

encouraging employees to work from home when possible, any of which could adversely affect DocGo’s business.

measures and others DocGo may take are temporary, they may continue until the pandemic is contained and restrictions on movement

or commercial and business activity and related orders or ordinances are sufficiently modified or lifted, and could amplify existing

risks or introduce new risks that could adversely affect DocGo’s business, including, but not limited to, risks related

to internal controls and cybersecurity and others identified in these risk factors.

For example, DocGo’s platform and the

other systems or networks used in its business may experience an increase in attempted cyberattacks seeking to take advantage

of shifts to employees working remotely using their household or personal Internet networks and to leverage fears promulgated

by the COVID-19 pandemic.

the pandemic has significantly increased the demand for DocGo’s remote and mobile testing and vaccination services and many of these

contracts are on a short-term basis, often spanning only a number of weeks or months.

Much of DocGo’s revenue, employee

and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts.

the Company estimates that COVID testing relating revenue for 2021 was approximately $110 million.

Our ability to forecast our future

operating results is limited and subject to a number of uncertainties, including our ability to predict revenue and expense levels, and

plan for and model future growth.

Moreover, it is unlikely this new demand will be sustained in the long term, at least with respect to

COVID-19-related testing and vaccination, particularly if the pandemic subsides, and there can be no assurances that DocGo will be

able to find alternative revenue streams to compensate for the loss.

These uncertainties are exacerbated by the effects of the Covid-19

pandemic has adversely affected many industries as well as the economies and financial markets of many countries, including the

United States, causing a significant deceleration of economic activity.

This slowdown has reduced production, decreased demand

for a broad variety of goods and services, diminished trade levels, and led to widespread corporate downsizing, causing a sharp

increase in unemployment.

There has also been disruption to and extreme volatility in the global capital markets, which could

increase the cost of, or entirely restrict access to, capital.

The impact of this pandemic on the U.S.

and world economies

is uncertain and, until the pandemic is contained, these adverse impacts could worsen, impacting all segments of the global economy,

and result in a significant recession or worse.

the detrimental business impacts of COVID-19 moderated somewhat in 2021 as compared to 2020, considerable uncertainty still surrounds

the COVID-19 virus and its potential effects, including potential future variants of the virus and the extent of and effectiveness

of any responses taken on local, state, national and global levels.

While DocGo expects the pandemic and related events will continue

to impact its business, the unpredictable and unprecedented nature of the pandemic, including new variants and the extent to which

vaccines will be made available globally, makes it impractical to identify all potential risks or estimate the full extent and

scope of the impact on DocGo’s business and industry, as well as national, regional and global markets and economies.

DocGo’s ability to conduct its business in the manner previously or currently expected could be materially and adversely

affected, and any of the foregoing risks and uncertainties as well as those that have not yet manifested themselves or been identified

could materially and adversely affect DocGo’s business, financial condition and results of operations.

The pandemic may

also have the effect of heightening many of the other risks described herein.

high level of competition in DocGo’s industry could adversely affect its business.

medical transportation industry is highly competitive.

In providing these services to DocGo’s healthcare provider partners,

individual customers and municipalities, DocGo competes with governmental entities, including cities and fire districts, hospitals,

local and volunteer private providers, as well as other regional and local private companies.

The industry also includes several

large national and regional providers such as Rural/Metro Corporation, Falck, American Medical Response (AMR), Southwest Ambulance,

Paramedics Plus and Acadian Ambulance.

The most important competitive factors in the medical transportation services industry

include the ability to improve customer service, such as on-time performance and efficient call intake;

to provide comprehensive

clinical care;

and to recruit, train and motivate employees, particularly ambulance crews who have direct contact with patients

and healthcare personnel.

Any inability to successfully integrate

acquisitions or realize their anticipated benefits could adversely affect DocGo’s business.

Acquisitions require that

DocGo integrate separate companies that have historically operated independently or as part of another, larger organization, and that

have different systems, processes and cultures.

DocGo may not be able to successfully integrate any business it has acquired or may acquire,

or may not be able to do so in a timely, efficient or cost-effective manner.

Risks related to the successful integration of an acquired

business include:

● diverting the attention of DocGo’s management and that

of the acquired business;

● merging or linking different accounting and financial reporting

systems and systems of internal controls and, in some instances, implementing new controls and procedures;

● merging computer, technology and other information networks

and systems, including enterprise resource planning systems and billing systems;

● assimilating personnel, human resources, billing and collections,

and other administrative departments and potentially contrasting corporate cultures;

● disrupting relationships with or losses of key clients and

suppliers of DocGo’s business or the acquired business;

● interfering with, or loss of momentum in, DocGo’s ongoing

business or that of the acquired company;

● failure to retain DocGo’s key personnel or that of the

acquired company;

● delays or cost-overruns in the integration process.

DocGo’s inability

to manage its growth through acquisitions, including its inability to manage the integration process, and to realize the anticipated

benefits of an acquisition could have a material adverse effect on its business, financial condition and results of operations.

Risks Related to DocGo’s Business

The COVID-19 pandemic has materially impacted

DocGo’s business.

The COVID-19 pandemic and

related direct and indirect impacts have adversely affected, and may continue to adversely affect, the DocGo healthcare transportation

segment, and has also heightened various risks related to DocGo’s business.

For example, should there

be an outbreak of COVID-19 among DocGo’s employees in one or more of its markets, in response, DocGo may need to significantly

reduce or cease operations in that market.

DocGo’s cost structure has also been adversely impacted by the pandemic.

DocGo’s suppliers have been negatively impacted by the COVID-19 pandemic and there have been significant disruptions in its

supply chains, particularly with respect to the personal protective equipment, or PPE, that DocGo’s healthcare professionals require

to do their jobs.

At times, sufficient levels of PPE have not been available and these shortages have limited DocGo’s ability to

meet demand and provide its services to customers in a timely manner.

Further, the demand for PPE in the healthcare industry and the public

at large caused by the pandemic has significantly increased the cost of PPE and DocGo may not be able to recover these increased costs

in the rates it charges for its services, which could adversely affect DocGo’s profitability.

Limitations on the availability or

increases in the price of PPE have and could in the future continue to adversely affect DocGo’s business and results of operations.

However, the pandemic also

significantly increased the demand for DocGo’s remote and mobile testing and vaccination services during the second half of 2020

and throughout 2021 and the first half of 2022 and many of these contracts were on a short-term basis, often spanning only a number

of weeks or months.

Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has

been partially driven by significant COVID-related impacts.

For example, the Company estimates that mass COVID testing relating revenue

for 2022 was approximately $75 million.

DocGo’s ability to forecast its future operating results is limited and subject to a number

of uncertainties, including its ability to predict revenue and expense levels, and plan for and model future growth.

Moreover, at least

with respect to COVID-19-related testing and vaccination, particularly as the pandemic reaches endemic stages and demand subsides,

there can be no assurances that DocGo will be able to find alternative revenue streams to compensate for the loss.

We have witnessed a

significant reduction in COVID testing activity since the second half of 2022 and expect that this activity will continue to decline.

The pandemic has adversely

affected many industries as well as the economies and financial markets of many countries, including the United States, causing a

significant deceleration of economic activity.

This slowdown has reduced production, decreased demand for a broad variety of goods and

services, diminished trade levels, and led to widespread corporate downsizing, causing a sharp increase in unemployment.

There has also

been disruption to and extreme volatility in the global capital markets, which could increase the cost of, or entirely restrict access

The long-term impact of this pandemic on the U.S.

and world economies remains uncertain, and even at times when the

pandemic is largely contained, these adverse impacts could worsen, impacting all segments of the global economy, and result in a significant

recession or worse.

The degree to which COVID-19

impacts DocGo’s business operations, strategy, financial condition and results of operations will depend on future developments,

which are highly uncertain, continuously evolving and unpredictable, including, but not limited to, the severity of any new outbreaks,

resurgences and variants, actions taken to contain resurgences or variants or to address their impact, and other effects.

As the COVID-19

pandemic reaches endemic stages, the future impacts to DocGo of COVID-19 remain uncertain, but such impacts could have a material adverse

impact on our business, strategy and financial condition.

The high level of competition in DocGo’s

industry could adversely affect its business.

The medical transportation

industry is highly competitive.

In its healthcare transportation segment, DocGo competes with governmental entities, including cities

and fire districts, hospitals, local and volunteer private providers, as well as other regional and local private companies.

also includes several large national and regional providers such as Rural/Metro Corporation, Falck, American Medical Response (AMR), Southwest

Ambulance, Paramedics Plus and Acadian Ambulance.

Key competitive factors in the medical transportation services industry include the

ability to improve customer service, such as on-time performance and efficient call intake;

to provide comprehensive clinical care;

and to recruit, train and motivate employees, particularly ambulance crews who have direct contact with patients and healthcare personnel.

Pricing, billing and reimbursement expertise are also very important.

the telehealth market is in an early stage of development, it is competitive and DocGo expects it to attract increased competition,

While the mobile health/telehealth

market is in an early stage of development, it is also competitive and DocGo expects it to become increasingly competitive in the future,

which could make it difficult for DocGo to succeed.

The major competitors in the industry include much larger, national or regional

telehealth providers such as Teladoc, Livongo, Amwell, and One Medical that generally provide telehealth on behalf of self-insured employers

and insurance plans.

These competitors, however, generally do not provide direct patient care or last-mile care on behalf

of the provider organization.

DocGo also believes there are several smaller, private organizations providing in-home or in-site care

utilizing different, higher cost healthcare providers.

Non-traditional providers and others such as large health systems

or payors, some of which may be DocGo customers or partners, may enter the space using consumer-grade video conferencing

platforms such as Zoom and Twilio or develop innovative technologies or business activities that could be disruptive to the industry.

Competition could also increase from large technology companies such as Apple, Amazon, Facebook, Verizon, or Microsoft, who may

develop their own telehealth solutions, as well as from large retailers like Walmart, which see an opportunity in the surge in

interest in telehealth in connection with the COVID-19 pandemic.

Competition in the telehealth industry is primarily based

The major competitors in the industry include much larger, national or regional telehealth

providers such as Dispatch Health, Teladoc, Amwell, and One Medical (acquired by Amazon in February 2023) that generally provide telehealth

on behalf of self-insured employers and insurance plans.

These competitors, however, generally do not provide direct patient care

or last-mile care on behalf of the provider organization.

DocGo also believes there are several smaller, private organizations providing

in-home or in-site care utilizing different, higher cost healthcare providers.

Non-traditional providers and others such

as large health systems or payors, some of which may be DocGo customers or partners, may enter the space using consumer-grade video

conferencing platforms such as Zoom and Twilio or develop innovative technologies or business activities that could be disruptive to the

Competition could also increase from large technology companies such as Apple, Amazon, Facebook, Verizon, or Microsoft, who

may develop their own telehealth solutions or acquire existing industry participants, such as Amazon’s acquisition of One Medical

in February 2023, as well as from large retailers like Walmart, which see an opportunity in the surge in interest in telehealth in connection

with the COVID-19 pandemic.

Competition in the telehealth industry is primarily based on scale;

ease of use, convenience and accessibility;

4 unchanged sentences

and customer satisfaction and value.

may not be successful in maintaining or growing its competitive position in one or more of its existing markets or in those into

which it may expand.

Some of DocGo’s competitors may have access to greater financial or other resources than it does, which

may afford them greater power, efficiency, financial flexibility, geographical reach or capital resources for growth.

some of DocGo’s competitors are vertically integrated and can leverage this structure to their advantage.

DocGo may fail

to identify optimal service or geographic markets, focus its attention on suboptimal service or geographic markets or fail to

execute an appropriate business model in certain service or geographic markets.

DocGo’s competitors may develop new services

or technologies that are superior to DocGo’s, develop more efficient or effective methods of providing services or adapt

more quickly, efficiently or effectively than DocGo does to new technologies and opportunities.

DocGo’s competitors may

be positioned to provide better service or influence customer requirements, or more quickly respond to changing customer requirements,

and thereby establish stronger customer relationships.

DocGo’s competitors may offer their services at lower prices because,

among other things, they possess the ability to provide similar services more efficiently, as part of a bundle with other services

or generally at a lower cost.

These pricing pressures could require DocGo to lower its prices to at or below its costs, requiring

DocGo to sacrifice margins or incur losses.

Alternatively, DocGo may choose to forgo entering certain markets or exit others,

which would limit its growth and competitive reach.

Any failure by DocGo to compete or to generally maintain and improve its competitive

position could adversely affect its business, financial condition and results of operations.

revenue would be adversely affected if it loses some or all of its business under existing contracts.

significant portion of DocGo’s revenue growth has historically resulted from increases in the business and related fees

it collects under existing contracts and the addition of new contracts.

DocGo’s contracts with healthcare providers and

other customers generally have terms of one to three years and most of its contracts are terminable by either of the parties

upon notice of as little as 30 days.

Many of the pandemic-specific testing and vaccination contracts have much shorter

terms, as little as a number of weeks or months, and there is no certainty these revenue streams can be sustained at

existing levels, regardless of whether the pandemic is brought under control.

Even if DocGo has an existing contract with a healthcare

provider it does not create any exclusive relationship and even if DocGo is given preferred status, the customer often still does

business with one or more of DocGo’s competitors.

For example, execution under DocGo’s medical transportation services

contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity and the time

of need and, if one is not, the customer will seek alternative options.

Furthermore, certain of DocGo’s contracts will expire

during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process that

often requires written responses to a request for proposal.

Even if DocGo is successful in renewing the contract, it may contain

terms that are not as favorable to DocGo as its current contracts.

There can be no assurances that DocGo will successfully retain

its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal would have

a material adverse effect on DocGo’s business, financial condition and results of operations.

reliance on government contracts could adversely affect its business.

DocGo’s government contract work historically represented a small portion of its revenue, this work has recently increased substantially,

representing approximately 7.3% and 65.1% of DocGo’s revenue for the years ended December 31, 2020 and 2021, respectively,

and maintaining and continuing to grow this revenue stream is an important part of DocGo’s growth strategy.

However, government

contract work is subject to significant risks and uncertainties.

Only eligible parties can bid on and service most government contracts,

which requires DocGo to comply with various statutes, rules, regulations and other governmental policies, including those related to wages,

benefits, overtime, working conditions, equal employment opportunity, affirmative action and drug testing.

If DocGo fails to comply with

any of these requirements it may be suspended or debarred from government work or subject to various administrative sanctions and civil

and criminal penalties and fines.

Government contract work subjects DocGo to government audits, investigations, and proceedings, which

can cause similar results if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

can also lead to adjustments to the amount of contract costs DocGo believes are reimbursable or the ultimate amount DocGo may be paid

DocGo may not be successful

in maintaining or growing its competitive position in one or more of its existing markets or in those into which it may expand.

DocGo’s competitors may have access to greater financial or other resources than it does, which may afford them greater power, efficiency,

financial flexibility, geographical reach or capital resources for growth.

In addition, some of DocGo’s competitors are vertically

integrated and can leverage this structure to their advantage.

DocGo may fail to identify optimal service or geographic markets, focus

its attention on suboptimal service or geographic markets or fail to execute an appropriate business model in certain service or geographic

DocGo’s competitors may develop new services or technologies that are superior to DocGo’s, develop more efficient

or effective methods of providing services or adapt more quickly, efficiently or effectively than DocGo to new technologies and opportunities.

DocGo’s competitors may be positioned to provide better services or influence customer requirements, or more quickly respond to

changing customer requirements, and thereby establish stronger customer relationships.

DocGo’s competitors may offer their services

at lower prices because, among other things, they may possess the ability to provide similar services more efficiently, as part of a bundle

with other services or generally at a lower cost.

These pricing pressures could require DocGo to lower its prices to at or below its costs,

requiring DocGo to sacrifice margins or incur losses.

Alternatively, DocGo may choose to forgo entering certain markets or exit other

markets, which could limit its growth and competitive reach.

Any failure by DocGo to compete or to generally maintain and improve its

competitive position could adversely affect its business, financial condition and results of operations.

DocGo’s revenue could be adversely

affected if it loses some or all of its business under existing contracts.

A significant portion of DocGo’s

revenue growth has historically resulted from increases in the business and related fees it collects under existing contracts and the

addition of new contracts.

DocGo’s contracts with healthcare providers and other customers generally have terms of one to three years,

and most of its contracts are terminable by either of the parties upon notice of as little as 30 days.

Even if DocGo has an existing

contract with a healthcare provider, the contract does not create any exclusive relationship and even if DocGo is given preferred status,

the customer often still does business with one or more of DocGo’s competitors.

For example, execution under DocGo’s medical

transportation services contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity

and the time of need and, if one is not available, the customer can and will seek alternative options.

Furthermore, certain of DocGo’s

contracts will expire during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding

Even if DocGo is successful in renewing the contract, the contract may contain terms that are not as favorable to DocGo as its

current contracts.

There can be no assurances that DocGo will successfully retain its existing contracts and any loss of contracts or

reduction in services provided thereunder or under any renewal could have a material adverse effect on DocGo’s business, financial

condition and results of operations.

DocGo’s reliance on government contracts

could adversely affect its business.

In recent years, DocGo’s

government contract work has represented a substantial portion of its overall revenue, representing approximately 64% and 65% of DocGo’s

revenue for the years ended December 31, 2022 and 2021, respectively, and maintaining and continuing to grow this revenue stream

is an important part of DocGo’s growth strategy.

However, government contract work is subject to significant risks and uncertainties.

For example, only eligible parties can bid on and service most government contracts, which requires DocGo to comply with various statutes,

rules, regulations and other governmental policies, including those related to wages, benefits, overtime, working conditions, equal employment

opportunity, affirmative action and drug testing.

If DocGo fails to comply with any of these requirements, it may be suspended or barred

from government work or subject to various administrative sanctions and civil and criminal penalties and fines.

Government contract work

subjects DocGo to government audits, investigations, and proceedings, which could also lead to DocGo being barred from government work

or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

can also lead to adjustments to the amount of contract costs DocGo believes are reimbursable or to the ultimate amount DocGo may be paid

under the agreement.

Additionally,

governments are typically under no obligation to maintain funding at any specific level, and funds for government programs can

be eliminated with little or no notice.

As a result, contracts with government agencies may only be partially funded or may be

terminated, and DocGo may not realize all of the potential revenue from those contracts.

Government contracts typically can be

paused or canceled entirely at any time, in whole or in part, for the government’s convenience or for default with little

or no prior notice.

Under these circumstances, the contractor typically receives payment only for the lesser of the work completed

or the amount authorized under the contract, but not the anticipated revenue and profit that would have been earned had the contract

been completed.

A temporary stoppage or delay or the complete cancellation of a project can create inefficiencies, such as leaving

portions of DocGo’s fleet idle for a significant period of time, cause DocGo to lose some or all of its investment in the

project or result in financial and other damages that DocGo may not be able to recover from the government.

The timing of project

awards, including expansions of existing projects, is also unpredictable and can involve complex and lengthy negotiations and

competitive bidding processes.

Other risks associated with government contracting include more extended collection cycles and

heightened or unlimited indemnification obligations.

Any failure to maintain and grow DocGo’s government contract revenues

for one or more of these or any other reasons could adversely affect DocGo’s business, financial condition and results of

significant portion of our recent revenue growth is derived from a small number of large customers.

A significant

portion of our revenues and income growth in 2021 was derived from a from a limited number of customers.

For the year ended December 31,

2021, one customer accounted for approximately 26% of total sales, while another customer accounted for approximately 24% of sales.

of these customers is a public benefit corporation and the other is a municipality with separate contracts with several of its agencies

and departments.

Services are provided under different contracts with the various independent agencies of the municipality and are not

guaranteed and are terminable at will by the particular agency.

However, termination of any one of those particular contracts does not

necessarily indicate a greater likelihood of termination of any of the municipality’s other contracts, as these contracts are awarded

on a project basis, with each project running independently of the others.

We cannot assure you that this customer or other large customers

will continue to do business with us on terms or at rates currently in effect, or will not elect to do business with our competitors or

perform their own services themselves.

The loss of one of our top customers, if not offset by revenues from new or other existing customers,

would have a material adverse effect on our business, financial condition and results of operations.

labor costs are significant and any inability to control those costs could adversely affect its business.

costs are DocGo’s largest fixed cost, representing approximately 25.1% and 59.9% of its 2021 and 2020 revenues, respectively.

competes with other healthcare providers in attracting these professionals, including EMTs, paramedics and nurses, to support its operations.

In some markets, the lack of availability of clinical personnel has become a significant operating issue facing all healthcare providers.

This shortage may require DocGo to continue to enhance wages and benefits to recruit and retain qualified personnel or to identify and

contract with more expensive temporary personnel.

DocGo also depends on the available labor pool of technology-skilled workers in

certain of the markets in which it operates.

DocGo’s labor costs increase, it may not be able to raise rates to offset these increased costs.

Because a significant percentage

of DocGo’s revenue consists of fixed, prospective payments, its ability to pass along increased labor costs is limited.

In particular, if labor costs rise at an annual rate greater than its revenues, DocGo’s results of operations and cash flows

will likely be adversely affected.

union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs.

proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election procedures

could increase the likelihood of employee unionization attempts.

Although none of DocGo’s employees are currently represented

by a collective bargaining agreement, to the extent a significant portion of its employee base unionizes, it is possible DocGo’s

labor costs could increase materially.

DocGo’s failure to recruit and retain qualified healthcare professionals, or to control

labor costs, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

inability to collect on its customer receivables or unfavorable shifts in payor mix could adversely affect its business.

general practice in DocGo’s industry is to provide medical services in advance of payment and, in many cases, prior to any

assessment of the patient’s ability to pay.

DocGo ultimately bills a number of different payors, including private insurance,

Medicare and Medicaid, the healthcare provider or facility and self-pay patients.

These different payors typically have different

billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or incorrect

or incomplete information could result in delays or partial or complete non-payment for the services DocGo rendered.

in payor mix, particularly those that increase the percentage of patients covered by lower paying government programs as compared

to private insurance or that increase the percentage of self-pay patients, can reduce the amount DocGo receives for its services

and adversely affect DocGo’s ability to collect on its receivables.

The ability to bill and collect on certain accounts

may also be limited by statutory, regulatory and investigatory initiatives such as restrictions on charges for out-of-network services

or by private lawsuits, including those directed at healthcare charges and collection practices for uninsured and underinsured

Other factors that can adversely affect DocGo’s billing and collection efforts include general economic conditions,

disputes between payors as to which party is responsible for payment, variation in coverage for similar services among various

payors and the ability of individual patients to pay.

In addition, DocGo recently internalized its billing and collection functions,

services that were historically provided by third parties.

Any transition of this nature carries significant risks and uncertainties

and the failure of these departments to operate efficiently and effectively could cause periodic or prolonged disruptions to DocGo’s

billing and collection efforts or create other unanticipated inefficiencies.

These and other risks and uncertainties that impact

DocGo’s ability to timely bill and collect on its receivables or the amount DocGo can charge for its services could adversely

affect DocGo’s business, financial condition or results of operations.

may not accurately assess the costs it will incur under new revenue opportunities.

must accurately assess the costs it will incur in providing services in order to realize adequate profit margins and otherwise

meet its financial and strategic objectives, particularly with respect to the expansion of its telehealth business.

pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services

continue to increase make assessing the costs associated with the pricing of new contracts, as well as maintenance of existing

contracts, and pricing new services that DocGo has not previously offered, more difficult.

Starting new contracts and service

offerings may also negatively impact cash flow as DocGo absorbs various expenses before it is able to bill and collect revenue

associated with the new contracts or services.

In addition, integrating new contracts, particularly those in new geographic locations,

could prove more costly, and could require more management time, than DocGo anticipates.

Any failure to accurately predict costs

or to negotiate an adequate profit margin could have a material adverse effect on DocGo’s business, financial condition

In addition, government contracts

typically include strict provisions relating to service level agreements (“SLAs”), involving specific operating performance

metrics with which the provider must comply.

Failure to comply with these SLAs could result in DocGo receiving reduced revenues from these

contracts, DocGo being removed from the project in favor of another provider or DocGo’s programs ceasing entirely.

Additionally, governments

are typically under no obligation to maintain funding at any specific level, and funds for government programs can be eliminated with

little or no notice.

Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s

tax revenues, as well as potential changes in the controlling political party in these municipalities, who might be less favorably inclined

toward government spending on health care and other social services, the long-term outlook for funding for certain government programs

is uncertain.

As a result, contracts with government agencies may only be partially funded or may be terminated, and DocGo may not realize

all of the potential revenue from those contracts.

Government contracts typically can be paused or canceled entirely at any time, in whole

or in part, at the government’s convenience or the government can default with little or no prior notice.

Under these circumstances,

the contractor typically receives payment only for the lesser of the work completed or the amount authorized under the contract, but not

the anticipated revenue and profit that could have been earned had the contract been completed.

A temporary stoppage or delay or the complete

cancellation of a project can create inefficiencies, such as leaving portions of DocGo’s fleet idle for a significant period of

time, cause DocGo to lose some or all of its investment in the project or result in financial and other damages that DocGo may not be

able to recover from the government.

The timing of project awards, including expansions of existing projects, is also unpredictable and

can involve complex and lengthy negotiations and competitive bidding processes.

Other risks associated with government contracting include

more extended collection cycles and heightened or unlimited indemnification obligations.

Any failure to maintain and grow DocGo’s

government contract revenues for one or more of these or any other reasons could adversely affect DocGo’s business, financial condition

and results of operations.

may enter into a large-scale deployment of resources in response to a national emergency as a subcontractor to FEMA, which may

adversely affect DocGo’s business.

does not believe that a FEMA deployment would adversely affect its ability to service its customers.

DocGo is not contractually

obligated to respond to FEMA requests.

However, if management elects to participate, any significant FEMA deployment requires

significant management attention and could reduce DocGo’s ability to pursue other opportunities and to pursue geographic

expansion and its growth strategies, which could have an adverse effect on DocGo’s business, financial condition and results

of operations.

may face litigation and other risks as a result of Motion’s restatement of its historical financial statements and related

previously accounted for its outstanding Public Warrants and Private Warrants as components of equity instead of as derivative

The Warrant Agreement governing the warrants includes a provision that provides for potential changes to the settlement

amounts dependent upon the characteristics of the holder of the warrant.

Upon review of the “Staff Statement on Accounting

and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (SPACs)” promulgated by the SEC

on April 12, 2021 (the “SEC Staff Statement”), Motion’s management further evaluated the Public Warrants

and Private Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s

ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial

instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things,

the warrant is indexed to the issuer’s common stock.

Based on management’s evaluation, Motion’s audit committee,

in consultation with management, concluded that the Public Warrants and Private Warrants are not indexed to Motion’s common

As a result, Motion reclassified the Public Warrants and Private Warrants as derivative liabilities.

Under this accounting

treatment, Motion was required to measure the fair value of the Public Warrants and Private Warrants at the end of each reporting

period and recognize changes in the fair value from the prior period in Motion’s operating results for the current period.

a result of the foregoing matters, DocGo may become subject to additional risks and uncertainties, including, among others, unanticipated

costs for accounting and legal fees, the increased possibility of legal proceedings, shareholder lawsuits, governmental agency

investigations, and inquiries by Nasdaq or other regulatory bodies, which could cause investors to lose confidence in our reported

financial information and could subject DocGo to civil or criminal penalties, shareholder class actions or derivative actions.

DocGo could face monetary judgments, penalties or other sanctions that could have a material adverse effect on its business, financial

condition and results of operations and could cause our stock price to decline.

If any such actions occur, they will, regardless

of the outcome, consume a significant amount of management’s time and attention and may result in additional legal, accounting,

insurance and other costs.

If DocGo does not prevail in any such proceedings, DocGo could be required to pay damages or settlement

is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make the Common Stock less attractive to investors.

is an “emerging growth company” as defined in the JOBS Act.

As an emerging growth company, DocGo is only required

to provide two years of audited financial statements and only two years of related selected financial data and management

discussion and analysis of financial condition and results of operations disclosure.

In addition, DocGo is not required to obtain

auditor attestation of its reporting on internal control over financial reporting, has reduced disclosure obligations regarding

executive compensation and is not required to hold non-binding advisory votes on executive compensation.

In addition, the

JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or

revised accounting standards.

This allows an emerging growth company to delay the adoption of these accounting standards until

they would otherwise apply to private companies.

DocGo has elected to take advantage of such extended transition period.

cannot predict whether investors will find Common Stock to be less attractive as a result of its reliance on these exemptions.

If some investors find the Common Stock to be less attractive as a result, there may be a less active trading market for Common

Stock and the price of the Common Stock may be more volatile than the historical trading market and price of Motion’s Class A

Common Stock.

will remain an emerging growth company until the earliest of:

(i) the end of the fiscal year in which DocGo has total annual

gross revenue of $1.07 billion;

(ii) the last day of DocGo’s fiscal year following the fifth anniversary

of the Initial Public Offering (or December 31, 2025);

(iii) the date on which DocGo issues more than $1.0 billion

in non-convertible debt during the preceding three-year period;

or (iv) the end of the fiscal year in which the market

value of the Common Stock held by non-affiliates exceeds $700 million as of the last business day of its most recently

completed second fiscal quarter.

there is no guarantee that the exemptions available under the JOBS Act will result in significant savings.

To the extent that

DocGo chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance

costs, which may impact DocGo’s financial condition.

Related to DocGo’s Limited Operating History

limited operating history may make it difficult to evaluate its business, which may be unsuccessful.

has a limited operating history since its inception in 2015.

As such, there is limited information on which to base an evaluation

of its business and prospects.

DocGo’s operations are subject to all of the risks inherent in the establishment of a recently

formed business and its success may be limited by expenses, difficulties, inefficiencies, complications and delays, including

the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion,

market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities,

competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate

partners and collaborators.

Any failure to successfully address these and other risks and uncertainties commonly associated with

early stage companies could seriously harm DocGo’s business and prospects, and it may not succeed given the challenges it

faces in the markets in which it operates or may choose to expand in the future.

Additionally, the idea of providing healthcare

transportation services with significant reliance on a mobile platform is novel, the telehealth industry is nascent and still

evolving and there are no well-established companies offering the “last-mile” telehealth solutions that DocGo

offers, all of which carry its own unique risks, including market and consumer acceptance and adoption.

Any evaluation of DocGo’s

business and its prospects must be considered in light of these factors and the other risks and uncertainties frequently encountered

by companies in this early stage of development.

No assurance can be given that DocGo will successfully navigate these issues

or implement any of its growth strategies in a timely or effective manner, which would negatively impact DocGo’s business,

financial condition and results of operations.

of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant

COVID-related impacts.

For example, the Company estimates that COVID testing relating revenue for 2021 was approximately $110 million

Our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to predict

A significant portion of DocGo’s recent

revenue growth is derived from a small number of large customers.

A significant portion of DocGo’s

revenues and income growth in 2022 was derived from a from a limited number of customers.

For the year ended December 31, 2022, one customer

accounted for approximately 35% of total sales, while no other customer accounted for as much as 10% of total revenue.

This customer is

a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies.

DocGo’s services

for this customer are provided under several different contracts, spanning a variety of projects.

These contracts are not guaranteed and

are terminable at will by the customer.

However, termination of any one of those particular contracts does not necessarily indicate a

greater likelihood of termination of any of the customer’s other contracts, as these contracts are awarded on a per project basis,

with each project running independently of the others.

DocGo cannot assure you that this customer or other large customers will continue

to do business with it on terms or at rates currently in effect, if at all, or will not elect to do business with DocGo’s competitors

or otherwise perform their own services themselves.

The loss of one of DocGo’s top customers, if not offset by revenues from new

or other existing customers, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo may enter into a large-scale deployment

of resources in response to a national emergency as a subcontractor to FEMA or other similar entities, which may adversely affect DocGo’s

DocGo does not believe that

a FEMA deployment would adversely affect its ability to service its customers, and DocGo is not contractually obligated to respond to

FEMA requests.

However, if management elects to participate in response to a national emergency, any significant FEMA deployment would

require significant management attention and could reduce DocGo’s ability to pursue other opportunities, including to pursue geographic

expansion and its growth strategies, which could have an adverse effect on DocGo’s business, financial condition and results of

Risks Related to DocGo’s Limited

Operating History

DocGo’s limited operating history

may make it difficult to evaluate its business, which may be unsuccessful.

DocGo has a limited operating

history since its inception in 2015.

As such, there is limited information on which to base an evaluation of its business and prospects.

DocGo’s operations are subject to all of the risks inherent in the establishment of a recently formed business, including adding

management personnel, managing general expenditures, and managing the timing of payments to vendors and cash receipts from customers,

and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for

additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer

acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations,

uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.

to successfully address these and other risks and uncertainties commonly associated with early-stage companies could seriously harm DocGo’s

business and prospects, and it may not succeed given the challenges it faces in the markets in which it operates or may choose to expand

into in the future.

Additionally, DocGo’s strategy of providing healthcare transportation services with significant reliance on

a mobile platform is novel, the telehealth industry is nascent and still evolving and there are no well-established companies offering

the “last-mile” telehealth solutions that DocGo offers, all of which carry its own unique risks, including market and consumer

acceptance and adoption.

Any evaluation of DocGo’s business and its prospects must be considered in light of these factors and the

other risks and uncertainties frequently encountered by companies in this early stage of development.

No assurance can be given that DocGo

will be able to successfully navigate these issues or implement any of its growth strategies in a timely or effective manner, which could

negatively impact DocGo’s business, financial condition and results of operations.

Much of DocGo’s revenue,

employee and operations growth has occurred during the past three years, which has been partially driven by significant COVID-related

The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022.

as the COVID-19 pandemic has reached endemic levels and demand for COVID-related products has subsided, DocGo’s COVID testing-related

revenues have declined, and at the end of 2022 represented an insignificant proportion of the Company’s overall revenues.

future growth will be driven by its ability to continue to replace these COVID-testing-related revenues with other revenue streams.

ability to forecast its future operating results is limited and subject to a number of uncertainties, including its ability to predict

revenue and expense levels, and plan for and model future growth.

These uncertainties are exacerbated by the effects of the Covid-19 pandemic.

has a history of losses, expects its operating expenses to increase significantly in the foreseeable future and may not achieve

or sustain profitability.

to 2021, when DocGo recorded $19.2 million in net income, DocGo had experienced a net loss in each year since inception, including a net

loss of $14.8 million for the fiscal year ended December 31, 2020.

As of December 31, 2021, DocGo had an accumulated

deficit of $63.6 million.

While DocGo has been able to generate revenues and believes its business strategy provides for predictable

revenue streams in future periods, the business may not be able to increase revenues in future periods and may resume incurring net losses

for some time as it continues to grow.

It is difficult for DocGo to predict its future results of operations, and it expects its operating

expenses to increase significantly over the next several years as it continues to expand its operations and infrastructure, acquire

additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology and research and development.

In addition to the costs to grow its business, DocGo also expects to incur significant additional legal, accounting and other expenses

as a newly public company.

If DocGo fails to increase its revenue to offset the increases in its operating expenses, DocGo may not achieve

or sustain profitability in the future.

DocGo is unable to effectively manage its growth, its financial performance and future prospects will be adversely affected.

DocGo’s inception in 2015, it has experienced rapid growth in the United States and more recently, internationally in the United Kingdom,

and it expects to continue to grow in the future.

DocGo has a history of losses, expects its

operating expenses to increase significantly in the foreseeable future and may not achieve or sustain profitability.

From inception to 2021, DocGo

recorded a net loss each fiscal year.

Fiscal year 2021 was the first year in which DocGo recorded net income, and DocGo recorded net income

of $22.8 million in fiscal year 2022.

Prior to 2021, when DocGo recorded $19.2 million in net income, DocGo had experienced a net loss

in each year since inception, including a net loss of $14.8 million for the fiscal year ended December 31, 2020.

December 31, 2022, DocGo had an accumulated deficit of $36.6 million.

While DocGo has recently been able to generate revenues

and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future

periods, and it may resume incurring net losses for some time as it continues to grow.

Even if DocGo generates net income in a given year,

there remains the likelihood that the Company could incur net losses in any given quarter, given the fluctuating nature of revenues and

expenses, particularly given the significant costs that are incurred during the beginning stages of new projects, coupled with marketing

and personnel costs incurred for developing potential new business lines.

It is difficult for DocGo to predict its future results of operations,

and it expects its operating expenses to increase significantly over the next several years as it continues to expand its operations

and infrastructure, acquire additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology

and research and development.

In addition to the costs to grow its business, DocGo also expects to incur significant additional legal,

accounting and other expenses as a public company.

If DocGo fails to increase its revenue to offset the increases in its operating expenses,

DocGo may not achieve or sustain profitability in the future.

If DocGo is unable to effectively manage

its growth, its financial performance and future prospects will be adversely affected.

Since DocGo’s inception

in 2015, it has experienced rapid growth in the United States and more recently, internationally in the United Kingdom, and

it expects to continue to grow in the future.

For example, DocGo’s revenues have grown from $30.9 million in the year ended

December 31, 2017 to $318.7 million in the year ended December 31, 2021, and DocGo’s employee base has grown to more

than 2,900 in just over four years.

This growth has placed, and may continue to place, significant strain on DocGo’s management,

its operational and financial infrastructure and its controls and procedures, which may not be adequate to support this growth or sustain

further expansion in the future.

ability to effectively manage its growth has required and will continue to require it to expand and improve its operational and

financial infrastructure, including its controls and procedures, and to retain, attract, train, motivate and manage employees,

including qualified medical professionals, operations personnel and financial and accounting staff.

Additionally, DocGo has needed

to and will continue to need to integrate new technologies and acquisitions into its existing business and establish consistent

policies across regions and functions.

Achieving these goals has required DocGo to commit substantial financial, operational and

technical resources, and DocGo expects these demands to persist, and very likely may increase, as it continues to grow in the

expansion and increasing complexity of DocGo’s business has placed significant strain on its operations, personnel and systems

and further growth in the future could restrict DocGo’s ability to develop and improve its operational, financial and management

controls and enhance its reporting systems and procedures.

If DocGo is not able to expand its operations and attract, train and

retain additional qualified personnel in an efficient manner, DocGo’s operations and services will be adversely affected

and its customers may choose one or more of its competitors.

Additionally, DocGo’s failure to maintain or upgrade its technology

infrastructure effectively to support its growth or otherwise maintain its technological competitive advantage could result in

unanticipated system disruptions, slow response times, or an unsatisfactory customer experience.

An inability to maintain effective

management, financial and reporting systems, controls and procedures could adversely affect DocGo’s ability to provide timely

and accurate financial information or result in a misstatement of account balances or disclosures.

If DocGo is unable to effectively

manage its recent or future growth, its operations may suffer, which would adversely affect DocGo’s business, financial

December 31, 2017 to $440.5 million in the year ended December 31, 2022, and DocGo’s employee base has grown to nearly

3,000 employees (exclusive of independent contractors and agency employees) in just over seven years.

This growth has placed, and

may continue to place, significant strain on DocGo’s management, its operational and financial infrastructure and its controls and

procedures, which may not be adequate to support this growth or sustain further expansion in the future.

DocGo’s ability to effectively

manage its growth has required, and will continue to require, it to expand and improve its operational and financial infrastructure, including

its controls and procedures, and to retain, attract, train, motivate and manage employees, including qualified medical professionals,

operations personnel and financial and accounting staff.

Additionally, DocGo has needed to, and will continue to need to, integrate new

technologies and acquisitions into its existing business and establish consistent policies across regions and functions.

Achieving these

goals has required DocGo to commit substantial financial, operational and technical resources, and DocGo expects these demands to persist,

and very likely to increase, as it continues to grow in the future.

The expansion and increasing

complexity of DocGo’s business has placed significant strain on its operations, personnel and systems and further growth in the

future could restrict DocGo’s ability to develop and improve its operational, financial and management controls and enhance its

reporting systems and procedures.

If DocGo is not able to effectively manage this expansion in its operations and attract, train and retain

additional qualified personnel in an efficient manner, DocGo’s operations and services will be adversely affected and its customers

may choose one or more of its competitors.

Additionally, DocGo’s failure to maintain or upgrade its technology infrastructure effectively

to support its growth or otherwise maintain its technological competitive advantage could result in unanticipated system disruptions,

slow response times, or an unsatisfactory customer experience, any of which could cause DocGo to no longer be in compliance with the minimum

service levels required by certain customer contracts.

An inability to maintain effective management, financial and reporting systems,

controls and procedures could adversely affect DocGo’s ability to provide timely and accurate financial information or result in

a misstatement of account balances or disclosures.

If DocGo is unable to effectively manage its recent or future growth, its operations,

business, financial condition and results of operations could be adversely affected.

DocGo is currently an “emerging growth

company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Common

Stock less attractive to investors.

DocGo is currently an “emerging

growth company” as defined in the JOBS Act.

As an emerging growth company, DocGo is only required to provide two years of audited

financial statements and only two years of related selected financial data and management discussion and analysis of financial condition

and results of operations disclosure.

In addition, DocGo is not required to obtain auditor attestation of its reporting on internal control

over financial reporting, has reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory

votes on executive compensation.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended

transition period to comply with new or revised accounting standards.

This allows an emerging growth company to delay the adoption

of these accounting standards until they would otherwise apply to private companies.

DocGo has elected to take advantage of such extended

transition period.

DocGo cannot predict whether investors will find its Common Stock to be less attractive as a result of its reliance

on these exemptions.

If some investors find its Common Stock to be less attractive as a result, there may be a less active trading market

for the Common Stock and the price of the Common Stock may be more volatile than the historical trading market.

DocGo will remain an emerging

growth company until the earliest of:

(i) the end of the fiscal year in which DocGo has total annual gross revenue of $1.07 billion;

(ii) the last day of DocGo’s fiscal year following the fifth anniversary of the Initial Public Offering (or December 31,

(iii) the date on which DocGo issues more than $1.0 billion in non-convertible debt during the preceding three-year period;

or (iv) the end of the fiscal year in which the market value of the Common Stock held by non-affiliates exceeds $700 million

as of the last business day of its most recently completed second fiscal quarter.

Further, there is no guarantee

that the exemptions available under the JOBS Act will result in significantly lower compliance costs.

To the extent that DocGo chooses

not to use exemptions from various reporting requirements under the JOBS Act, or if it is no longer an emerging growth company, it will

incur additional compliance costs, which may impact DocGo’s financial condition.

Risks Related to Information Technology

DocGo relies on data center providers, Internet

infrastructure, bandwidth providers, third-party computer hardware and software, other third parties and DocGo’s own systems for

providing services to DocGo’s clients and consumers, and any failure or interruption in the services provided by these third parties

or DocGo’s own systems could expose DocGo to disputes, litigation and negatively impact DocGo’s relationships with clients,

adversely affecting DocGo’s brand and DocGo’s business.

Such disputes and litigation could cause DocGo to incur significant

additional legal and other expenses.

DocGo serves its clients and

consumers from two geographically dispersed data centers, one in the United States and one in the United Kingdom.

While DocGo controls

and has access to its servers, DocGo does not control the operation of these facilities.

The owners of DocGo’s data center facilities

have no obligation to renew their agreements with DocGo on commercially reasonable terms, or at all.

If DocGo is unable to renew these

agreements on commercially reasonable terms, or if one of DocGo’s data center operators is acquired, DocGo may be required to transfer

its servers and other infrastructure to new data center facilities, and DocGo may incur significant costs and possible service interruption

in connection with doing so.

Problems faced by DocGo’s third-party data center locations with the telecommunication network providers

with whom DocGo or they contract, or with the systems by which DocGo’s telecommunications providers allocate capacity among their

clients, including us, could adversely affect the experience of our clients and consumers.

DocGo’s third-party data center operators

could decide to close their facilities without adequate notice.

In addition, any financial difficulties, such as bankruptcy faced by DocGo’s

third-party data center operators or any of the service providers with whom DocGo or they contract may have negative effects on our business,

the nature and extent of which are difficult to predict.

Additionally, if DocGo’s

data centers are unable to keep up with DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business.

For example, a rapid expansion of DocGo’s business could affect the service levels at DocGo’s data centers or cause such data

centers and systems to fail.

Any changes in third-party service levels at DocGo’s data centers or any disruptions or other performance

problems with DocGo’s solution could adversely affect DocGo’s reputation and may damage DocGo’s clients’ and consumers’

stored files or result in lengthy interruptions in DocGo’s services.

Interruptions in DocGo’s services may reduce DocGo’s

revenue, cause us to issue refunds to clients for prepaid and unused subscriptions, as well as penalties related to service level credits

and uptime, subject to potential liability or adversely affect client renewal rates.

In addition, our ability to

deliver DocGo’s Internet-based services depends on the development and maintenance of the infrastructure of the Internet by third

This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity and security.

Our services are designed to operate without interruption in accordance with DocGo’s service level commitments.

However, DocGo has

experienced, including during the period immediately following the beginning of the COVID-19 pandemic, and expect that DocGo may experience

in the future interruptions and delays in services and availability from time to time.

In the event of a catastrophic event with respect

to one or more of DocGo’s systems, DocGo may experience an extended period of system unavailability, which could negatively impact

DocGo’s relationship with clients and customers.

To operate without interruption, both DocGo and its service providers must guard

● damage from fire, power loss, natural disasters

and other force majeure events outside DocGo’s control;

● communications failures;

● software and hardware errors, failures and crashes;

● security breaches, computer viruses, hacking,

denial-of-service attacks, and similar disruptive problems;

● other potential interruptions.

DocGo also relies on

computer hardware purchased and software licensed from third parties in order to offer its services.

These licenses are generally commercially

available on varying terms.

However, it is possible that this hardware and software may not continue to be available on commercially reasonable

terms, or at all.

Any loss of the right to use any of this hardware or software could result in delays in the provisions of DocGo’s

services until equivalent technology is either developed by DocGo or, if available from third parties, is identified, obtained and integrated.

DocGo exercises limited

control over third-party vendors, which increases DocGo’s vulnerability to problems with technology and information services they

Interruptions in DocGo’s network access and services may in connection with third-party technology and information services

reduce DocGo’s revenues, cause DocGo to issue refunds to clients, subject DocGo to potential liability and adversely affect client

renewal rates.

Although DocGo maintains a security and privacy damages insurance policy, the coverage under DocGo’s policies may

not be adequate to compensate DocGo for all losses that may occur related to the services provided by DocGo’s third-party vendors.

In addition, DocGo may not be able to continue to obtain adequate insurance coverage at an acceptable cost, if at all.

DocGo’s ability to rely

on these services of third-party vendors could be impaired as a result of the failure of such providers to comply with applicable laws,

regulations and contractual covenants, or as a result of events affecting such providers, such as power loss, telecommunication failures,

software or hardware errors, computer viruses, cyber incidents and similar disruptive problems, fire, flood and natural disasters.

such failure or event could adversely affect DocGo’s relationships with its clients and damage its reputation.

This could materially

and adversely impact DocGo’s business, financial condition and operating results.

DocGo’s proprietary software may not

operate properly, which could damage DocGo’s reputation, give rise to claims against DocGo or divert application of DocGo’s

resources from other purpose, any of which could harm DocGo’s business, financial condition and results of operations.

DocGo’s platform provides

consumers the ability to, among other things, register for DocGo’s services;

complete, view and edit medical history;

visit (either scheduled or on demand);

and conduct a visit (via video or phone).

Proprietary software development is time-consuming, expensive

and complex, and may involve unforeseen difficulties.

DocGo encounters technical obstacles from time to time, and it is possible that

DocGo may discover additional problems that prevent its proprietary applications from operating properly or in accordance with its contractual

obligations to its customers.

If DocGo’s solution does not function reliably or fails to achieve client expectations in terms of

performance, clients could assert claims against DocGo or attempt to cancel their contracts with DocGo.

This could damage DocGo’s

reputation, lead to a loss of revenues and impair its ability to attract or maintain clients.

Moreover, data services are

complex and those DocGo offers have in the past contained, and may in the future develop or contain, undetected defects or errors.

performance problems, defects or errors in DocGo’s existing or new software-based products and services may arise in the future

and may result from interface of our solution with systems and data that DocGo did not develop and the function of which is outside of

DocGo’s control or undetected in our testing.

These defects and errors, and any failure by DocGo to identify and address them, could

result in loss of revenue or market share, diversion of development resources, harm to DocGo’s reputation and increased service

and maintenance costs.

Defects or errors may discourage existing or potential clients from purchasing our solution from DocGo.

of defects or errors could prove to be impossible or impracticable.

The costs incurred in correcting any defects or errors may be substantial

and could have a material adverse effect on DocGo’s financial condition and results of operations.

DocGo invested in and implemented

upgraded information systems and processes in 2022.

While DocGo expects these investments to provide incremental advantages, DocGo cannot

assure you that all enhancements will be completed in a timely manner, within DocGo’s budget or that such enhancements will be sufficient

to meet the expectations of DocGo’s current and prospective customers.

If DocGo cannot implement its solution for

clients or resolve any technical issues in a timely manner, DocGo may lose clients and its reputation may be harmed.

DocGo’s clients utilize

a variety of data formats, applications and information systems and our solution must support clients’ data formats and integrate

with complex enterprise applications and information systems.

If DocGo’s enterprise software does not currently support a client’s

required data format or appropriate integrate with a client’s applications and information systems, then DocGo must configure its

enterprise software to do so, which increases DocGo’s expenses.

Additionally, DocGo does not control its clients’ implementation

As a result, if DocGo’s clients do not allocate the internal resources necessary to meet their implementation responsibilities,

or if DocGo faces unanticipated implementation difficulties, the implementation may be delayed.

If the client implementation process is

not executed successfully or if execution is delayed, DocGo could incur significant costs, clients could become dissatisfied and decide

not to increase utilization of DocGo’s solution or not to implement DocGo’s solution beyond an initial term of commitment

or, in some cases, revenue recognition could be delayed.

In addition, competitors with more efficient operating models with lower implementation

costs could jeopardize DocGo’s client relationships.

DocGo’s clients depend

on DocGo’s support services to resolve any technical issues relating to DocGo’s solution and services, and DocGo may be unable

to respond quickly enough to accommodate short-term increases in member demand for support services, particularly as DocGo increases the

size of its client, member and patient bases.

DocGo may also be unable to modify the format of its support services to compete with changes

in support services provided by competitors.

It is difficult to predict member demand for technical support services, and if member demand

increases significantly, DocGo may be unable to provide satisfactory support services to its consumers.

Further, if DocGo is unable to

address consumers’ needs in a timely fashion or further develop and enhance its solution, or if a client or member is not satisfied

with the quality of work performed by DocGo or with the technical support services rendered, then DocGo could incur additional costs to

address the situation or be required to issue credits or refunds for amounts related to unused services, and DocGo’s profitability

may be impaired and clients’ dissatisfaction with DocGo’s solution could damage its ability to expand the number of software-based

products and services purchased by such clients.

These clients may not renew their contracts, seek to terminate their relationship with

DocGo or renew on less favorable terms.

Moreover, negative publicity related to DocGo’s client relationships, regardless of its

accuracy, may further damage its business, by affecting its reputation or ability to compete for new business with current or prospective

If any of these were to occur, DocGo’s revenue may decline and its business, financial condition and results of operations

could be adversely affected.

DocGo’s reliance on third-party software

could adversely affect its business.

DocGo’s success depends

in part on its integrations and relationships with third-party software providers, particularly with the development and expansion

of DocGo’s offerings and technologies.

DocGo also relies on third-party encryption and authentication technologies licensed

from third parties that are designed to securely transmit electronic medical records and other personal patient information.

third-party software internally as well, including for communication purposes.

If these third parties cease to provide access to

the software that DocGo uses, if it is not available on terms that DocGo believes to be reasonable, or it is not available in the most

current version, DocGo may be required to seek comparable software from other sources, which may be more expensive or inferior, or may

not be available at all.

Some of DocGo’s technology partners may also take actions which disrupt the utility of the software to

DocGo or the interoperability of DocGo’s platform with their own products or services, or exert strong business influence on DocGo’s

ability to and the terms on which it operates and distributes its platform.

Additionally, third-party services and products are constantly

evolving, and DocGo may not be able to modify its operations or platform to assure its compatibility with that of other third parties

following development changes.

DocGo’s third-party licenses are typically non-exclusive and its competitors may obtain

the right to use any of the technology covered by these licenses to compete directly with it.

If any of DocGo’s technology partners

limits access or modifies their products, standards or terms of use in a manner that degrades the functionality or performance of DocGo’s

platform, that is otherwise unsatisfactory or adverse to DocGo, or that gives preferential treatment to competitive products or services,

DocGo’s business, financial condition and results of operations could be adversely affected.

Some of DocGo’s software and systems

contain open-source software, which may pose particular risks to DocGo’s proprietary software, technologies, products and services

in a manner that could harm its business.

DocGo uses software licensed

to DocGo by third-party developers under “open source” licenses in connection with the development or deployment of its proprietary

software and expects to continue to use open-source software in the future.

Some open-source licenses contain express requirements, which

may be triggered under certain circumstances, that licensees make available source code for modifications or derivative works created

or prohibit such modifications or derivative works from being licensed for a fee.

Although DocGo monitors its use of any open-source software

to avoid subjecting its platform to such requirements, the terms of many open-source licenses have not been interpreted by U.S.

courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions

on DocGo’s ability to develop or use its proprietary software.

DocGo may face claims from third parties demanding the release or

license of the open-source software or derivative works that DocGo developed from such software (which could include its proprietary source

code) or otherwise seeking to enforce the terms of applicable open-source licenses.

These claims could result in litigation and could

require DocGo to publicly release portions of its proprietary source code or cease distributing or otherwise using the implicated solutions

unless and until DocGo can re-engineer them.

In addition, DocGo’s

use of open-source software may present greater risks than use of other third-party commercial software, as open-source licensors generally

do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the

To the extent that DocGo’s platform depends upon the successful operation of open-source software, any undetected errors or

defects in open-source software that DocGo uses could prevent the deployment or impair the functionality of its systems and injure its

In addition, the public availability of such software may make it easier for others to compromise its platform.

risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on DocGo’s business, financial

condition and results of operations.

Related to Technology

business depends on numerous complex information systems and any failure to successfully maintain these systems could adversely

affect its business.

depends on complex, integrated information systems and standardized procedures for operational and financial information and its

billing operations.

DocGo may not have the necessary resources to enhance existing information systems or implement new systems

where necessary to handle its volume and changing needs.

For example, DocGo recently implemented new information systems and processes

in connection with internalizing its billing and collection functions, services that were historically provided by third parties,

and any failure of these systems could adversely affect DocGo’s ability to submit and collect claims in a timely manner

DocGo also uses the development and implementation of sophisticated and specialized technology such as its platform

to differentiate its services from its competitors and improve DocGo’s profitability.

may experience unanticipated delays, complications and expenses in implementing, integrating and operating its systems.

disruption can adversely affect DocGo’s ability to properly allocate resources and process billing information in a timely

manner, which could result in customer dissatisfaction and delayed cash flow.

While DocGo has disaster recovery systems and business

continuity plans in place, any disruptions in its disaster recovery systems or the failure of these systems to operate as expected

could, depending on the magnitude of the problem, limit DocGo’s capacity to effectively monitor and control its operations.

The failure to successfully implement and maintain operational, financial and billing information systems could have an adverse

effect on DocGo’s business, financial condition and results of operations.

dependence on the performance of its innovative platform and reliability of the Internet and similar infrastructures could adversely

affect its business.

technology platform is one of its primary competitive advantages and its business depends in significant part on the performance

and reliability of the Internet and other mobile infrastructures and communication systems to ensure access to and the functionality

of its platform.

Disruptions in Internet infrastructure or GPS signals or the failure of telecommunications network operators

to provide DocGo with the bandwidth it needs to operate its platform and provide its services, whether as a result of power outage,

telecommunications delay or failure, security breach or otherwise, could result in delays or interruptions and interfere with

the speed and availability of DocGo’s platform.

DocGo may also operate in jurisdictions that provide limited Internet connectivity,

particularly as it expands into more rural areas and internationally.

Internet access and access to a mobile device are frequently

provided by companies with significant market power that could take actions that degrade, disrupt or increase the cost to access

DocGo’s platform.

In addition, DocGo has no control over the costs of the services provided by national telecommunications

operators and if mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease.

failure in or disruptions to Internet or mobile device accessibility, even for a short period of time, could adversely affect

DocGo’s business, financial condition and results of operations.

platform is highly technical and its failure to operate effectively could adversely affect DocGo’s business.

business and its competitive advantage are dependent upon its ability to maintain operation and functionality of its platform, which is

a complex system composed of many interoperating components and incorporates both proprietary and open-source software.

The software and

other components used in the platform may now or in the future contain undetected errors, bugs, vulnerabilities or limitations, some of

which may only be discovered after the code has been released.

These types of errors, misconfigurations of its systems, and unintended

interactions between systems or other limitations could result in platform downtime impacting the availability of DocGo’s services.

In addition, updates or expansions to DocGo’s platform of the software it relies upon may inadvertently cause interruptions in the

availability or functionality of the technology.

DocGo also relies on co-located data centers for the operation of its platform and,

if one or more of these data centers fail, DocGo’s platform may not operate effectively or at all.

If sustained for more than a

brief period of time or repeated, these outages or other failures could, among other things, reduce the utility or attractiveness of DocGo’s

platform to users, expose DocGo to liability if a patient’s health is adversely affected, result in negative publicity or damage

DocGo’s reputation, cause DocGo to fail to comply with certain federal, state or foreign reporting obligations, and have a material

adverse effect on DocGo’s business, financial condition and results of operations.

relies on third-party mobile operating systems and application marketplaces to make its platform available and any failure to

effectively operate across these operating systems and within these marketplaces could adversely affect DocGo’s business.

of the most important features of DocGo’s platform is its broad interoperability with and availability on a range of devices,

operating systems and third-party applications, including iOS and Android and their respective application marketplaces.

DocGo does not have any control over these third-party operating systems and technologies or their respective marketplaces

and there can be no assurances that these third parties will maintain their current structures.

DocGo may also not be successful

in developing or maintaining relationships with key participants in the mobile industry and there is no certainty that one or

more will not change the fees to list DocGo’s platform for download.

Further, as new mobile devices and mobile platforms

are released, there is no guarantee that all mobile devices will continue to support DocGo’s platform or effectively roll

out any updates.

Any changes in these technologies, operating systems or marketplaces or the emergence of new alternatives that

degrade the functionality of DocGo’s platform, increase the cost of using DocGo’s platform or make DocGo’s platform

more difficult to access or otherwise unavailable could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

reliance on third-party service providers could adversely affect its business.

success depends in part on its integrations and relationships with third-party service providers, particularly third-party providers

of technology related services.

DocGo also uses a combination of third-party cloud computing services and co-located data

centers in the United States and in the United Kingdom, including those of Amazon Web Services and Microsoft Azure,

over which DocGo has no control.

These third-party operations, services and co-located data centers may experience disruptions,

including break-ins, computer viruses, denial-of-service attacks and other misconduct and may be vulnerable to damage or

interruption from power loss, telecommunications failures, fires, floods, earthquakes and similar events.

DocGo’s systems

do not provide complete redundancy of data storage or processing, and as a result, the occurrence of these or other similar events,

a decision by the third-party service providers to cease providing a service or close a co-located data center without

adequate notice, or other unanticipated problems may result in DocGo’s inability to service data reliably or require it

to find an alternative or migrate its data to a new on-premises data center or cloud computing service.

Additionally, the

contracts pursuant to which the service is provided, including the co-located data center facility agreements, can be of

limited durations, and the third party generally has no obligation to renew their agreements with DocGo, whether on commercially

reasonable terms or at all.

These agreements can often be terminated on short notice.

DocGo may not be able to easily switch to

another service or cloud or data center provider in the event of any disruptions or interference to the services it uses, and

even if it does, other providers are subject to the same risks and may not be available on commercially reasonable terms or at

Any need to change a service provider or find a new cloud or data center could be time consuming and costly and may result

in the loss of data and significantly interrupt the functionality of DocGo’s platform and its ability to provide its services.

Further, any negative publicity related to any of DocGo’s third-party partners, including any publicity related to

quality standards or safety concerns, could similarly affect DocGo’s reputation and brand, and could potentially lead to

increased regulatory or litigation exposure.

Any of the foregoing risks related to DocGo’s reliance on third-party services

providers could have a material adverse effect on its business, financial condition and results of operations.

reliance on third-party software, including open-source software, could adversely affect its business.

success depends in part on its integrations and relationships with third-party software providers and expects that DocGo

will continue to do so in the future in connection with the development and expansion of DocGo’s offerings and technologies.

For example, DocGo’s use of Google Waze for the mapping and traffic function is critical to the functionality of its ShareLink

DocGo does not believe that an alternative mapping solution exists that can provide the scale and functionality that

DocGo requires to offer these features in all of the markets in which it operates or may expand.

DocGo also relies on third-party encryption

and authentication technologies licensed from third parties that are designed to securely transmit electronic medical records

and other personal patient information.

DocGo uses third-party software internally as well, including for communication purposes.

If these third parties cease to provide access to the software that DocGo uses, if it is not available on terms that DocGo believes

to be reasonable, or it is not available in the most current version, DocGo may be required to seek comparable software from other

sources, which may be more expensive or inferior, or may not be available at all.

Some of DocGo’s technology partners may

also take actions which disrupt the utility of the software to DocGo or the interoperability of DocGo’s platform with their

own products or services, or exert strong business influence on DocGo’s ability to and the terms on which it operates and

distributes its platform.

Additionally, third-party services and products are constantly evolving, and DocGo may not be able

to modify its operations or platform to assure its compatibility with that of other third parties following development changes.

DocGo’s third-party licenses are typically non-exclusive and its competitors may obtain the right to use any of

the technology covered by these licenses to compete directly with it.

If any of DocGo’s technology partners limits access

or modifies their products, standards or terms of use in a manner that degrades the functionality or performance of DocGo’s

platform, that is otherwise unsatisfactory or adverse to DocGo, or that gives preferential treatment to competitive products or

services, DocGo’s business, financial condition and results of operations could be adversely affected.

also uses third-party open-source software in connection with its business and the development and operation of its platform, which

carries its own unique risks.

From time to time, companies that use third-party open-source software have faced claims of ownership

or challenging the use of such open-source software and their compliance with the terms of the applicable open source license.

source licenses require end users who distribute or make available across a network software and services that include open source software

to make available all or part of such software, which in some circumstances could include valuable proprietary code, meaning DocGo’s

ability to protect its intellectual property rights in such software source code may be limited or lost entirely and DocGo would not

be able to prevent competitors or others from using the code and developing competing technologies.

While DocGo employs practices designed

to monitor its compliance with third-party open-source software licenses and to protect its valuable proprietary source code, DocGo

has not run a complete open-source license review and may inadvertently use third-party open source software in a manner that exposes

it to claims of non-compliance with the applicable license terms, including claims for infringement of intellectual property rights

or for breach of contract.

Furthermore, there is an increasing number of different types of open-source software licenses, most

of which have not been tested in a court of law, resulting in a significant absence of guidance regarding the proper legal interpretation

of these licenses.

If DocGo was to receive a claim of non-compliance with the terms of any of its open-source licenses, it may be

required to publicly release some or all of its proprietary source code or expend substantial time and resources to re-engineer some

or all of its software.

Use of open-source software may also present additional security risks because the public availability of such

software may make it easier for hackers and other third parties to determine how to compromise DocGo’s platform.

Any of the foregoing

or other risks related to the use of open-source software could have an adverse effect on DocGo’s business, financial condition

and results of operations.

breaches, loss of data and other disruptions could compromise sensitive business, customer or patient information or prevent DocGo

from accessing critical information and expose it to liability, which could adversely affect DocGo’s business.

is highly dependent on information technology networks and systems, including on-site systems, managed data center systems

and cloud-based computing center system, to securely process, transmit and store sensitive data and information, such as

protected health information (“PHI”) and other types of personal data or personally identifiable information (“PII”)

relating to its employees, customers, patients and other confidential or proprietary business information.

Computer malware, viruses,

spamming, and phishing attacks have become more prevalent, have occurred on DocGo’s systems in the past, and may occur on

DocGo’s systems in the future.

Various other factors may also cause system failures, including power outages, catastrophic

events, inadequate or ineffective redundancy, issues with upgrading or creating new systems or platforms, flaws in third-party software

or services, errors or intentional acts by DocGo’s employees or third-party service providers, or breaches in the security

of these systems or platforms.

These and other issues can create system disruptions, shutdowns or unauthorized access to or disclosure

or modifications of such sensitive data or information, including PHI or PII.

DocGo also utilizes third-party service

providers for important aspects of the collection, storage, processing and transmission of this sensitive information and therefore

is dependent on these third parties to similarly manage cybersecurity risks.

of the sensitivity of the PHI, other PII and other sensitive information DocGo and its service providers collect, store, transmit,

and otherwise process, the security of DocGo’s technology platform and other aspects of its services, including those provided

or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.

DocGo takes certain administrative, physical and technological safeguards to address these risks, such as by requiring contractors

and other third-party service providers who handle this PHI, other PII and other sensitive information to enter into agreements

that contractually obligate them to use reasonable efforts to safeguard such PHI, other PII, and other sensitive information.

DocGo is also in the process of upgrading its systems to be ISO 27001 and Service Organization Controls (SOC) 2 compliant.

taken to protect DocGo’s systems, those of its contractors or third-party service providers, or the PHI, other PII,

or other sensitive information DocGo or contractors or third-party service providers process or maintain, may not adequately

protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive data and information.

Additionally, updates or upgrades to systems, including those currently underway with respect to ISO 27001 and SOC 2 compliance,

are time-consuming and effective, may not operate as designed and could create new inefficiencies or vulnerabilities.

may also be required to expend significant capital and other resources to address problems caused by security breaches.

DocGo’s implementation of security measures, cyberattacks are becoming more sophisticated and frequent.

As a result, DocGo

or its third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures.

If DocGo is unable to earn and maintain necessary certifications, including ISO 27001 and SOC 2 compliance, it could result in

reputational harm, customer churn and adversely affect DocGo’s ability to provide its services.

security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access

to or otherwise impacts the confidentiality, security, or integrity of, patient information, including PHI or other PII, or other

sensitive information DocGo or its contractors or third-party service providers maintain or otherwise process, could harm

DocGo’s reputation, compel it to comply with breach notification laws, cause it to incur significant costs for remediation,

fines, penalties, notification to individuals and for measures intended to repair or replace systems or technology and to prevent

future occurrences, potential increases in insurance premiums, and require DocGo to verify the accuracy of database contents,

resulting in increased costs or loss of revenue.

If DocGo is unable to prevent or mitigate such security breaches or privacy violations

or implement satisfactory remedial measures, or if it is perceived that DocGo has been unable to do so, its operations or the

functionality of its innovative technology could be disrupted, it may be unable to provide access to its systems, and it could

suffer a loss of customers, and it may as a result suffer loss of reputation, adverse impacts on customer, consumer and investor

confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims

and liability.

In addition, security breaches and other inappropriate access to, or acquisition or processing of, information

can be difficult to detect, and any delay in identifying such incidents or in providing any notification of such incidents may

lead to increased harm.

such breach or interruption of DocGo’s systems or those of any of its third-party service providers could compromise

DocGo’s networks or data security processes and sensitive information could be made inaccessible or could be accessed by

unauthorized parties, publicly disclosed, lost or stolen.

Any such interruption in access, improper access, disclosure or other

loss of information could result in legal claims or proceedings, liability under laws and regulations that protect the privacy

of member information or other personal information, such as the Health Insurance Portability and Accountability Act of 1996,

as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”),

and their implementing regulations and related rules (collectively, “HIPAA”), and regulatory penalties.

See the section

of this Annual Report on Form 10-K statement/consent solicitation statement/prospectus titled “ Description of DocGo’s

Business — Regulatory Matters .” Unauthorized access, loss or dissemination could also disrupt DocGo’s

operations, including its ability to perform its services, access customer and patient health information, collect, process, and

prepare company financial information, and provide information about DocGo’s current and future services.

Any such breach

could also result in the compromise of DocGo’s trade secrets and other proprietary information, which could adversely affect

DocGo’s business and competitive position.

While DocGo maintains insurance covering certain security and privacy damages

and claim expenses, it may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event,

insurance coverage would not address the reputational damage that could result from a security incident.

of the date of this filing, DocGo has not been impacted by any security breaches to its technology platform, including its on-site systems,

managed data center systems and cloud-based computing center system.

Risks Related to DocGo’s Business

depends on its key management personnel.

success depends to a significant degree upon the contributions of certain key management personnel including, but not limited to, its

founder Stan Vashovsky and the other officers listed in this Annual Report on Form 10-K.

If any of DocGo’s key management personnel

were to cease employment with it, DocGo’s operating results could suffer.

DocGo’s ability to retain its key management personnel

or to attract suitable replacements should any member(s) of its management team leave is dependent on the culture the leadership

team fosters and on the competitive nature of the employment market, particularly in a heavily regulated industry like that of DocGo.

DocGo does not have key management life insurance that would provide it with proceeds in the event of death or disability of any of its

key management personnel.

The loss of services from key management personnel or any inability to find a suitable replacement should there

be turnover at those positions could materially and adversely affect DocGo’s business, financial condition and results of operations.

inability to successfully recruit, train and retain qualified healthcare professionals could adversely affect its business.

pool of qualified healthcare professionals, including EMTs, paramedics, LPNs and nurses, available to staff DocGo’s broad

spectrum of contracts and customer needs is limited and DocGo invests significant resources to attract, train and retain these

professionals.

There is a relatively high rate of turnover in healthcare professional positions and, with DocGo’s expansion,

its requirements in these positions have increased significantly.

A significant number of employees have joined DocGo in recent years

as it has grown and DocGo’s success is dependent on its ability to maintain and instill its culture, align its talent with

its business needs, engage its employees and inspire them to be open to change, to innovate and to maintain a customer-driven focus

when delivering its services.

As such, DocGo’s ability to recruit, train and retain a sufficient number of qualified healthcare

professionals has a direct impact on its operations.

has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining healthcare professionals

with appropriate qualifications, a difficulty that is amplified by the scope of the geographic and demographic diversity of the

markets in which DocGo operates or may expand into in the future.

Moreover, DocGo’s customers, including the healthcare

providers with which it partners, have increasingly demanded a greater degree of specialized skills, training and experience in

the healthcare professionals providing services under their contracts, which also decreases the number of healthcare professionals

who may be qualified to staff certain of DocGo’s contracts.

DocGo competes with other companies to recruit and retain these

qualified healthcare professionals, including DocGo’s direct competitors, government and private emergency and first responders

Security breaches, loss of data and other

disruptions could compromise sensitive business, customer or patient information or prevent DocGo from accessing critical information

and expose it to liability, which could adversely affect DocGo’s business.

DocGo is highly dependent

on information technology networks and systems, including on-site systems, managed data center systems and cloud-based computing

center systems, to securely process, transmit and store sensitive data and information, such as protected health information (“PHI”)

and other types of personal data or personally identifiable information (“PII”) relating to its employees, customers, patients

and other confidential or proprietary business information.

Computer malware, viruses, spamming, and phishing attacks have become more

prevalent, have occurred on DocGo’s systems in the past, and may occur on DocGo’s systems in the future.

Various other factors

may also cause system failures, including power outages, catastrophic events, inadequate or ineffective redundancy, issues with upgrading

or creating new systems or platforms, flaws in third-party software or services, errors or intentional acts by DocGo’s employees

or third-party service providers, or breaches in the security of these systems or platforms.

These and other issues can create system

disruptions, shutdowns or unauthorized access to or disclosure or modifications of such sensitive data or information, including PHI or

DocGo also utilizes third-party service providers for important aspects of the collection, storage, processing and transmission

of this sensitive information and therefore is dependent on these third parties to similarly manage cybersecurity risks.

Because of the sensitivity

of PHI, other PII and other sensitive information that DocGo and its service providers collect, store, transmit, and otherwise process,

the security of DocGo’s technology platform and other aspects of its services, including those provided or facilitated by DocGo’s

third-party service providers, are important to DocGo’s operations and business strategy.

DocGo takes certain administrative,

physical and technological safeguards to address these risks, such as by requiring contractors and other third-party service providers

who handle this PHI, other PII and other sensitive information to enter into agreements that contractually obligate them to use reasonable

efforts to safeguard such PHI, other PII, and other sensitive information.

DocGo is also in the process of upgrading its systems to be

ISO 27001 and Service Organization Controls (SOC) 2 compliant.

Measures taken to protect DocGo’s systems, those of its contractors

or third-party service providers, or the PHI, other PII, or other sensitive information DocGo or contractors or third-party service

providers process or maintain, may not adequately protect DocGo from the risks associated with the collection, storage, processing and

transmission of such sensitive information.

Additionally, updates or upgrades to systems, including those currently underway with respect

to ISO 27001 and SOC 2 compliance, are time-consuming and costly, and they may not be effective in preventing data breaches or operate

as designed, and they could create new inefficiencies or vulnerabilities.

DocGo may also be required to expend significant capital and

other resources to address problems caused by security breaches.

Despite DocGo’s implementation of security measures, cyberattacks

are becoming more sophisticated and frequent.

As a result, DocGo or its third-party service providers may be unable to anticipate

these techniques or to implement adequate protective measures.

If DocGo is unable to earn and maintain necessary certifications, including

ISO 27001 and SOC 2 compliance, it could result in reputational harm and customer churn, and adversely affect DocGo’s ability to

provide its services.

A security breach or privacy

violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality,

security, or integrity of, patient information, including PHI or other PII, or other sensitive information that DocGo or its contractors

or third-party service providers maintain or otherwise process, could harm DocGo’s reputation, compel it to comply with breach

notification laws, cause it to incur significant costs for remediation, fines, penalties, notification to individuals, measures intended

to repair or replace systems or technology and to prevent future occurrences, cause potential increases in insurance premiums, and require

DocGo to verify the accuracy of database contents, resulting in increased costs or loss of revenue.

If DocGo is unable to prevent or mitigate

such security breaches or privacy violations or implement satisfactory remedial measures, or if it is perceived that DocGo has been unable

to do so, its operations or the functionality of its innovative technology could be disrupted;

it may be unable to provide access to its

it could lose customers;

it could see negative repercussions to its reputation, adverse impacts on customers, loss of customer

and investor confidence, financial loss;

and it could be subject to governmental investigations or other actions, regulatory or contractual

penalties, and other claims and liabilities.

In addition, security breaches and other inappropriate access to, or acquisition or processing

of, information can be difficult to detect, and any delay in identifying such incidents or in providing any notification of such incidents

may lead to increased harms.

Any such breach or interruption

of DocGo’s systems or those of any of its third-party service providers could compromise DocGo’s networks or data security

processes and sensitive information could be made inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost

Any such interruption in access, improper access, disclosure or other loss of information could result in legal claims or proceedings,

liability under laws and regulations that protect the privacy of member information or other personal information, such as the Health

Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical

Health Act of 2009 (“HITECH”), and their implementing regulations and related rules (collectively, “HIPAA”),

and regulatory penalties.

Unauthorized access, loss or dissemination could also disrupt DocGo’s operations, including its ability

to perform its services, access customer and patient health information, collect, process, and prepare company financial information,

and provide information about DocGo’s current and future services.

Any such breach could also compromise DocGo’s trade secrets

and other proprietary information, which could adversely affect DocGo’s business and competitive position.

While DocGo maintains

insurance covering certain data security and privacy damages and claim expenses, it may not carry insurance or maintain coverage sufficient

to compensate for all liabilities and even if covered, it would not address the reputational damage that could result from a security

As of the date of this filing,

DocGo has not been impacted by any security breaches to its technology platform, including its on-site systems, managed data center

systems and cloud-based computing center systems.

Risks Related to DocGo’s

DocGo’s success depends on its key

management personnel.

DocGo’s success depends

to a significant degree upon the contributions of certain key management personnel.

The loss of any of DocGo’s key personnel could

affect its ability to run its business effectively.

DocGo’s success will depend on its ability to retain its current management

and to develop, attract, and retain qualified personnel in the future.

Competition for senior management personnel is intense with increasingly

aggressive compensation packages, and DocGo cannot assure you that it can retain its key personnel or that its succession planning will

prove effective.

The loss of a member of senior management requires the remaining executive officers and the Board of Directors of DocGo

(the “Board”) to divert immediate and substantial attention to seeking a replacement.

The inability to fill vacancies in DocGo’s

key personnel positions, including executive positions, on a timely basis could adversely affect its ability to implement its business

strategy, which would negatively impact its results of operations.

DocGo’s labor costs are significant

and any inability to control those costs could adversely affect its business.

Labor expenses (which includes both directly employed personnel as

well as subcontracted labor) are DocGo’s largest cost, representing approximately 69% and 60% of its 2022 and 2021 revenues, respectively.

DocGo competes, in a highly competitive labor market, with other healthcare providers to attract healthcare professionals, including EMTs,

paramedics and nurses, to support its operations.

In some markets in which DocGo operates, the lack of availability of clinical personnel

has become a significant operating issue that all healthcare providers face.

This labor shortage has, and could continue in the future,

require DocGo to increase wages and benefits to recruit and retain qualified personnel or to identify and contract with more expensive

temporary personnel.

DocGo also depends on the available labor pool of technology-skilled workers in certain of the markets in which

If DocGo’s labor costs

increase, and it is unable to raise rates to offset these increased costs, DocGo’s results of operations and cash flows will likely

be adversely affected.

In particular, because a significant percentage of DocGo’s revenue consists of fixed, prospective payments,

its ability to pass along increased labor costs is limited.

If labor costs rise at an annual rate greater than its revenues, DocGo’s

results of operations and cash flows will likely be adversely affected.

Any union activity that may

occur within DocGo’s workforce in the future could contribute to increased labor costs.

Certain proposed changes in federal labor

laws and the National Labor Relations Board’s modification of its election procedures could increase the likelihood of employee

unionization attempts.

Although none of DocGo’s employees are currently represented by a collective bargaining agreement, to the

extent a significant portion of its employee base unionizes, it is possible DocGo’s labor costs could increase materially.

failure to recruit and retain qualified healthcare professionals, or to control labor costs, could have a material adverse effect on DocGo’s

business, financial condition and results of operations.

DocGo’s inability to successfully

recruit, train and retain qualified healthcare professionals could adversely affect its business.

The pool of qualified healthcare

professionals, including EMTs, paramedics, LPNs and nurses, available to staff DocGo’s broad spectrum of contracts and customer

needs is limited and DocGo invests significant resources to attract, train and retain these professionals.

There is a relatively high

rate of turnover in healthcare professional positions and, with DocGo’s expansion, its requirements in these positions have increased

significantly.

A significant number of employees have joined DocGo in recent years as it has grown, and DocGo’s success is

dependent on its ability to maintain and instill its culture, align its talent with its business needs, engage its employees and inspire

them to be open to change, to innovate and to maintain a customer-driven focus when delivering its services.

As such, DocGo’s

ability to recruit, train and retain a sufficient number of qualified healthcare professionals has a direct impact on its operations.

DocGo has, from time to time,

experienced, and it expects to continue to experience, difficulty in hiring and retaining healthcare professionals with appropriate qualifications,

a difficulty that is amplified by the scope of the geographic and demographic diversity of the markets in which DocGo operates or may

expand into in the future.

In the U.S., this difficulty is exacerbated by the currently tight labor market.

Moreover, DocGo’s customers,

including the healthcare providers with which it partners, have increasingly demanded a greater degree of specialized skills, training

and experience in the healthcare professionals providing services under their contracts, which also decreases the number of healthcare

professionals who may be qualified to staff certain of DocGo’s contracts.

DocGo competes with other companies to recruit and retain

these qualified healthcare professionals, including DocGo’s direct competitors, government and private emergency and first responders

as well as healthcare providers, including DocGo’s partners and customers.

Competition to fill these positions can be even

greater in certain geographic regions, including more rural or economically depressed areas.

In addition, the COVID-19 pandemic

has significantly increased the demand for healthcare professionals in all regards, which makes it more difficult for DocGo to

attract and retain the necessary qualified professionals.

If DocGo is unable to attract, train and retain highly qualified healthcare

professions, or if turnover rates are higher than it anticipates, it could have an adverse effect on DocGo’s business, financial

condition and results of operations.

failure to protect or enforce its intellectual property rights could adversely affect its business.

success is dependent in part upon protecting its intellectual property rights and technology, including code, information, data,

processes and other forms of information, know-how and technology.

DocGo relies on a combination of patents, copyrights,

trademarks, service marks, trade secret laws and contractual restrictions to establish and protect its intellectual property.

DocGo also enters into confidentiality and invention assignment agreements with its employees and consultants and enters into

confidentiality agreements with certain of its third-party providers and strategic partners.

However, these and other steps

DocGo takes to protect its intellectual property may not be sufficient or effective.

intellectual property protections do not prevent competitors or others from independently developing technologies that are substantially

equivalent or superior to DocGo’s offerings.

Further, it may still be possible for competitors and other unauthorized third

parties to copy DocGo’s technology and use its proprietary information to create or enhance competing platforms, solutions

and services.

DocGo also enters into strategic relationships, joint development and other similar agreements with third parties

where intellectual property arising from such relationships may be jointly owned or may be transferred or licensed to the counterparty.

These arrangements may limit DocGo’s ability to protect, maintain, enforce or commercialize such intellectual property rights,

including requiring agreement with or payment to the joint development partners before protecting, maintaining, licensing or initiating

enforcement of such intellectual property rights, and may allow such joint development partners to register, maintain, enforce

or license such intellectual property rights in a manner that may affect the value of the jointly owned intellectual property

or DocGo’s ability to compete in the market.

As DocGo expands its international activities, its exposure to unauthorized

use, copying, transfer and disclosure of proprietary information will likely increase as the laws of some countries do not provide

the same level of intellectual property protection as do the laws of the United States and effective intellectual property

protections may not be available or may be limited and harder to enforce in some jurisdictions.

may be required to spend significant resources in order to monitor and protect its intellectual property rights, and some violations

may be difficult or impossible to detect.

And, even if DocGo does detect violations of its intellectual property rights, it may

need to engage in litigation or other actions to enforce its rights.

Any enforcement efforts, and litigation in particular, could

be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of DocGo’s

intellectual property.

DocGo’s efforts to enforce its intellectual property rights may also be met with defenses, counterclaims

and countersuits attacking the validity and enforceability of its intellectual property rights.

DocGo’s inability to protect

its proprietary technology against unauthorized copying or use, as well as any costly litigation or extensive enforcement activities,

could impair the functionality of DocGo’s platform, delay introductions of enhancements to the platform, result in DocGo’s

substituting inferior or more costly technologies into its platform, harm DocGo’s reputation or brand and otherwise have

a material adverse effect on its business, financial condition and results of operations.

by others that DocGo infringed their proprietary technology or other intellectual property rights could adversely affect DocGo’s

time to time third parties may assert claims of infringement of intellectual property rights against DocGo.

In addition, third

parties have sent DocGo correspondence regarding various allegations of intellectual property infringement.

DocGo incorporates

technology from third parties into its platform and, as such, cannot be certain that these licensors are not infringing the intellectual

property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in

which DocGo may operate.

As DocGo gains an increasingly higher public profile, DocGo expects the possibility of these and other

types of intellectual property rights claims against it will grow.

Although DocGo believes that it has meritorious defenses, there

can be no assurance that DocGo will be successful in defending against these and future allegations or in reaching a business

resolution that is acceptable to DocGo.

potential litigants, including some of DocGo’s competitors and patent-holding companies, have the ability to dedicate

substantial resources to assert their intellectual property rights.

Any claim of infringement by a third party, even those without

merit, could be costly, time-consuming and a significant distraction to management.

Furthermore, because of the substantial

amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential

information during this type of litigation.

With respect to any intellectual property rights claim, DocGo may have to negotiate

a license to continue operations found to be in violation of such rights, and these licenses may not be available on favorable

or commercially reasonable terms or at all.

DocGo may be required to pay substantial damages, royalties or other fees in connection

with a claimant securing a judgment against it, DocGo may be subject to an injunction or other restrictions that prevent it from

using the relevant intellectual property, or DocGo may determine it is prudent to agree to a settlement that restricts DocGo’s

operations or its use of certain intellectual property, any of which could adversely affect DocGo’s business, financial

Competition to fill these positions can be even greater

in certain geographic regions, including more rural or economically depressed areas.

In addition, the COVID-19 pandemic has significantly

increased the demand for healthcare professionals in all regards, which makes it more difficult for DocGo to attract and retain the necessary

qualified professionals.

If DocGo is unable to attract, train and retain highly qualified healthcare professions, or if turnover rates

are higher than it anticipates, it could have an adverse effect on DocGo’s business, financial condition and results of operations.

DocGo’s employees may work in challenging

environments.

operates in a highly regulated environment with constantly evolving legal and regulatory frameworks.

Consequently, the Company is subject

to heightened risk of legal claims or other regulatory enforcement actions.

Although the Company has implemented policies and procedures

designed to ensure compliance with existing laws and regulations, there can be no assurance that our team members, contractors, or agents

will not violate our policies and procedures.

Moreover, a failure to maintain effective control processes could lead to violations, unintentional

or otherwise, of laws and regulations and may put our employees and others in close proximity to potentially harmful environments or situations.

These potentially harmful environments or situations may result in injuries to DocGo’s employees, which could result in liability

to DocGo or delay the completion or commencement of DocGo’s services.

Unsafe work sites also

have the potential to lead to claims, litigation or other liability, or increase employee turnover, increase costs, damage DocGo’s

reputation and brand and raise its operating and insurance costs.

Any of the foregoing could result in, among other things, financial

losses, litigation or other liability or reputational harm, which could have a material adverse effect on DocGo’s business, financial

condition and results of operations.

DocGo is unable to successfully develop new offerings and technologies or adapt to rapidly changing technology and industry standards

or changes to regulatory requirements, DocGo’s business could be adversely affected.

including the mobile technologies DocGo utilizes on its innovative platform, is characterized by rapid change, evolving industry

standards and changing regulatory requirements.

This constant evolution may reduce the utility or effectiveness of DocGo’s

technology or render its business model or platform noncompetitive or obsolete.

DocGo’s inability to collect on its

customer receivables or unfavorable shifts in payor mix could adversely affect its business.

The general practice in DocGo’s

industry is to provide healthcare services in advance of payment and, in many cases, prior to any assessment of the patient’s insurance

coverage and his or her ability to pay in the event insurance coverage is not available.

DocGo ultimately bills a number of different

payors, including private insurance, Medicare and Medicaid, the healthcare provider or facility and self-pay patients.

These different

payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural

deficiencies or incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo

has rendered.

Changes in payor mix, particularly those that increase the percentage of patients covered by lower paying government programs

as compared to private insurance or that increase the percentage of self-pay patients, can reduce the amount DocGo receives for its

services and adversely affect DocGo’s ability to collect on its receivables.

The ability to bill and collect on certain accounts

may also be limited by statutory, regulatory and investigatory initiatives, such as restrictions on charges for out-of-network services

or by private lawsuits, including those directed at healthcare charges and collection practices for uninsured and underinsured patients.

Other factors that can adversely affect DocGo’s billing and collection efforts include general macroeconomic conditions, disputes

between payors as to which party is responsible for payment, variation in coverage for similar services among various payors and the ability

of individual patients to pay.

These and other risks and uncertainties that impact DocGo’s ability to timely bill and collect on

its receivables or the amount DocGo can charge for its services could adversely affect DocGo’s business, financial condition or

results of operations.

DocGo may not accurately assess the costs

it will incur under new revenue opportunities.

DocGo must accurately assess

the costs it will incur in providing its services in order to realize adequate profit margins and otherwise meet its financial and strategic

objectives, particularly with respect to the expansion of its mobile health business.

However, increasing pressures from healthcare payors

to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase, in particular due

to labor shortages and other factors, make assessing the costs associated with the pricing of new contracts, maintenance of existing contracts,

and pricing new services that DocGo has not previously offered, more difficult.

Starting new contracts and service offerings has typically

resulted in a temporary negative impact to cash flow as DocGo absorbed various expenses before it was able to bill and collect revenue

associated with the new contracts or services.

In addition, integrating new contracts, particularly those in new geographic locations,

could prove more costly, and could require more management time than DocGo anticipates.

Any failure to accurately predict costs or the

timing of payments from customers or to negotiate an adequate profit margin could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

If DocGo is unable to successfully develop

new offerings and technologies, or adapt to rapidly changing technology and industry standards or changes to regulatory requirements,

DocGo’s business could be adversely affected.

Technology, including the

mobile technologies DocGo utilizes on its innovative platform, is characterized by rapid change, changing consume requirements, short

product lifecycles, and evolving industry standards and changing regulatory requirements.

DocGo’s continued success and growth depend

in part upon its ability to anticipate these challenges and to innovate by enhancing its platform and other technologies and developing

and successfully implementing updates and new features to keep pace with these ever-changing and increasingly sophisticated

technology introductions and platform updates can be complex and expensive as they require significant planning, design, development

DocGo may find it difficult or costly to update its platform and its service offerings and to develop new services

quickly enough to work effectively with new or changed technologies, to keep the pace with evolving industry standards or to meet

customers’ needs.

In addition, DocGo’s industry may be slow to accept DocGo’s use of technology because of,

among other things, general unfamiliarity of healthcare providers with new technologies and the wide disparity of technology used

in the industry, including with respect to electronic medical records.

As a result, any new technologies or platform updates that

DocGo may develop may not be successful for a number of years, if at all.

If DocGo is unable to successfully develop new

services or enhance or update its platform and existing services to meet these challenges, its business, financial condition and

results of operations may be adversely affected.

marketing efforts to help grow its business, including its recent rebrand, may not be effective.

awareness of DocGo’s brand, innovative technology and services is important to its ability to grow its business and to attract

and retain customers, and these efforts can be costly.

DocGo believes that much of the growth in its business is in part attributable

to its marketing initiatives.

DocGo’s marketing initiatives may become increasingly expensive and generating a meaningful

return on those initiatives may be difficult.

Even if DocGo successfully increases revenue as a result of its paid marketing efforts,

it may not offset the additional marketing expenses it incurs.

in part upon its ability to enhance its solutions with next-generation technologies and to develop or to acquire and market new services

to access new consumer populations.

As DocGo’s operations grow, DocGo must continuously improve and upgrade its systems and infrastructure

while maintaining or improving the reliability and integrity of its infrastructure as the cost of technology increases.

future success also depends on its ability to adapt its systems and infrastructure to meet rapidly evolving consumer trends and demands

while continuing to improve the performance, features, and reliability of its solutions in response to competitive services and offerings.

DocGo may not be able to maintain its existing systems or replace or introduce new technologies and systems as quickly as DocGo would

like or in a cost-effective manner.

There is no guarantee that

DocGo will possess the resources, either financial or personnel, for the research, design, and development of new applications or services,

or that DocGo will be able to utilize these resources successfully and avoid technological or market obsolescence.

Further, there can

be no assurance that technological advances by one or more of DocGo’s competitors or future competitors will not resolute in DocGo’s

present or future applications and services becoming uncompetitive or obsolete.

If DocGo is unable to enhance its offerings and network

capabilities to keep pace with rapid technological and regulatory change, or if new technologies emerge that are able to deliver competitive

offerings at lower prices, more efficiently, more conveniently, or more securely than DocGo’s offerings, its business, financial

condition, and results of operations could be adversely affected.

DocGo’s success will

also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance

and development of relationships with key participants in related industries, some of which may also be DocGo’s competitors.

addition, if accessibility of various apps is limited by government actions, the full functionality of devices may not be available to

Moreover, third-party platforms, services, and offerings are constantly evolving, and DocGo may not be able to modify its

platform to assures its compatibility with those third parties.

If DocGo loses such interoperability, DocGo experiences difficulties or

increased costs in integrating its offerings into alternative devices or systems, or manufacturers or operating systems elect not to include

DocGo’s offerings, make changes that degrade the functionality of its offerings, or give preferential treatment to competitive products,

the growth of DocGo’s business, financial condition, and results of operations could be materially adversely affected.

may be exacerbated by the frequency with which individuals change or upgrade their devices.

In the event individuals choose devices that

do not already include or supports DocGo’s platform or do not install DocGo’s mobile apps when they change or upgrade their

devices, member engagement may be harmed.

DocGo’s marketing efforts to help

grow its business, including its recent rebrand, may not be effective.

Promoting awareness of DocGo’s

brand, innovative technology and services is important to its ability to grow its business, to attract and retain customers and to gain

market acceptance of its products and services, and these efforts can be costly.

DocGo believes that much of the growth in its business

is in part attributable to its marketing initiatives.

DocGo’s marketing initiatives may become increasingly expensive and generating

a meaningful return on those initiatives may be difficult.

Even if DocGo successfully increases revenue as a result of its paid marketing

efforts, it may not offset the additional marketing expenses it incurs.

Any factor that diminishes DocGo’s reputation or that of

its brands, including adverse publicity or failing to meet the expectations of customers, could make it substantially more difficult

for DocGo to attract new customers.

If these marketing efforts are not successful, DocGo’s business, financial condition

and results of operations could be adversely affected.

Additionally,

in January 2021, the company rolled-out a new corporate name — DocGo — while continuing to use

the Ambulnz brand for its healthcare transportation services.

This process carries additional risk and requires time and expense.

may lose customers if they do not respond favorably to the new brand or fail to recognize the new brand as a continuation of the same

business and platform.

DocGo may also lose potential new customers who may have been familiar with the company, but are not yet aware

The change may also impede the company’s ability to attract new qualified personnel if candidates do not recognize the

The rebranding will also increase costs.

Any unforeseen costs, lack of success or loss of current or potential new customers

related to the corporate name change could adversely affect DocGo’s business, financial condition and results of operations.

could be subject to lawsuits for which it does not have sufficient reserves.

providers and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical

malpractice and related legal theories such as negligent hiring, supervision and credentialing.

Similarly, healthcare transportation

services can result in lawsuits related to vehicle collisions and personal injuries, patient care incidents or mistreatment and

employee job-related injuries.

Moreover, in the normal course of DocGo’s business, it is involved in lawsuits, claims,

audits and investigations, including those arising out of its billing practices, employment disputes, contractual claims and other

business disputes for which DocGo may have no insurance coverage, and which are not subject to actuarial estimates.

Some of these

lawsuits may involve large claim amounts and substantial defense costs.

outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments,

penalties and fines, which may or may not be covered by DocGo’s existing insurance, or require DocGo to modify its services

or require it to stop serving certain customers or geographies, all of which could negatively impact its existing business and

its ability to grow.

DocGo may also become subject to periodic audits, which would likely increase its regulatory compliance costs

and may require it to change its business practices or the scope of its operations.

Managing legal proceedings, litigation and

audits, even if DocGo achieves favorable outcomes, is time-consuming and diverts management’s attention from DocGo’s day-to-day business.

The outcome of these matters or future claims and disputes are difficult to predict and determining reserves for pending litigation

and other legal, regulatory and audit matters requires significant judgment.

There can be no assurance that DocGo’s expectations

will prove correct, and even if these matters are resolved in its favor or without significant cash settlements, these matters,

and the time and resources necessary to litigate or resolve them, could have a material effect on DocGo’s results of operations

in the period when it identifies the matter, and could have a material adverse effect on DocGo’s business, financial condition

and results of operations.

DocGo is subject

to a variety of federal, state and local laws and regulatory regimes, including a variety of labor laws and regulations, and changes to

or the failure to comply with these laws and regulations could adversely affect DocGo’s business.

is subject to various federal, state, and local laws and regulations including the Employee Retirement Income Security Act of 1974

(“ERISA”) and regulations promulgated by the Internal Revenue Service (“IRS”), the U.S.

of Labor and the Occupational Safety and Health Administration.

DocGo is also subject to a variety of federal and state employment

and labor laws and regulations, including the Americans with Disabilities Act, the federal Fair Labor Standards Act, the Worker

Adjustment and Retraining Notification Act, and other regulations related to working conditions, wage-hour pay, overtime

pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards and other workplace regulations.

Compliance with these and other applicable laws and regulations can be time-consuming and costly.

Failure to properly adhere

to these and other applicable laws and regulations could result in investigations, the imposition of penalties or adverse legal

judgments by public or private plaintiffs.

Changes to these laws and regulations can also increase costs and require DocGo to

commit additional resources to compliance.

For example, raising the federal minimum wage or the minimum wage within a state where

DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C.

state capitals, could significantly increase DocGo’s selling, general and administrative expenses.

to or any failure to comply with applicable laws and regulations could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

See also “ — Risks Related to Healthcare Regulation.

insurance coverage, including the reserves DocGo establishes with respect to its insurable losses, could adversely affect its

connection with DocGo’s insurance programs, management establishes reserves for losses and related expenses within its self-insured retention

limits, which represent estimates involving actuarial and statistical projections, at a given point in time, of DocGo’s

expectations of the ultimate resolution and administration costs of losses it has incurred in respect of its liability risks.

its brands, including adverse publicity or failing to meet the expectations of customers, could make it substantially more difficult for

DocGo to attract new customers.

If these marketing efforts are not successful, DocGo’s business, financial condition and results

of operations could be adversely affected.

DocGo’s insurance coverage, including

the reserves DocGo establishes with respect to its insurable losses, could adversely affect its business.

In connection with DocGo’s insurance programs, management establishes

reserves for losses and related expenses within its self-insured retention limits, which represent estimates involving actuarial

and statistical projections, at a given point in time, of DocGo’s expectations of the ultimate resolution and administration costs

of losses it has incurred in respect of its liability risks.

Insurance reserves inherently are subject to uncertainty.

DocGo’s reserves are based on historical claims, demographic factors,

industry trends, severity and exposure factors and other actuarial assumptions.

The actuarial projections include studies of projected

ultimate losses on an annual basis and provide quarterly updates to those projections.

DocGo uses these actuarial estimates to

determine appropriate reserves.

DocGo’s reserves could be significantly affected if current and future occurrences differ

from historical claim trends and expectations.

While DocGo monitors claims closely when it estimates reserves, the complexity

of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions DocGo uses in these estimates.

Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in DocGo’s

consolidated financial statements.

If DocGo determines that its estimated reserves are inadequate, it will be required to increase

reserves at the time of the determination, which would reduce DocGo’s earnings in the period in which the deficiency is

determined and could have a material adverse effect on DocGo’s business, financial condition and results of operations.

of DocGo’s insurance coverage is through various third-party insurers.

To the extent DocGo holds policies to cover

certain groups of claims or relies on insurance coverage obtained by third parties to cover such claims, DocGo may still be responsible

This could occur for a variety of reasons, including if DocGo or such third parties did not obtain sufficient insurance

limits, did not buy an extended reporting period policy, where applicable, or the issuing insurance company is unable or unwilling

to pay such claims.

Furthermore, for DocGo’s losses that are insured or reinsured through commercial insurance companies,

it is subject to the “credit risk” of those insurance companies.

In addition, professional liability insurance is

expensive and insurance premiums may increase significantly in the future, particularly as DocGo expands the geographies in which

it does business.

As a result, adequate professional liability insurance may not be available to it in the future at acceptable

costs or at all.

While DocGo believes its commercial insurance company providers are creditworthy, there can be no assurance that

such insurance companies will remain so in the future, and any failure of DocGo’s insurance coverage to adequately cover

any losses could have a material adverse effect on DocGo’s business, financial condition and results of operations.

is required to make capital expenditures in order to remain compliant and competitive.

capital expenditure requirements primarily relate to maintaining, growing and upgrading its vehicle fleet and medical equipment

to serve its customers and remain competitive.

The aging of DocGo’s vehicle fleet requires it to make regular capital expenditures,

including to lease newer replacement vehicles, to maintain its current level of service.

DocGo’s net capital expenditures

totaled $4.7 million and $4.1 million in the years ended December 31, 2021 and 2020, respectively, representing

acquisitions of property and equipment, less the proceeds from disposals of property and equipment.

In addition, changing competitive

conditions or the emergence of any significant advances in medical technology could require DocGo to invest significant capital

in additional equipment or capacity in order to remain competitive.

DocGo is also required to commit sufficient capital to acquiring

the necessary infrastructure when it expands into new geographies.

If DocGo is unable to fund any such investment or otherwise

fail to invest in new vehicles, medical equipment or other infrastructure, its business, financial condition or results of operations

could be materially and adversely affected.

international operations subject it to additional risks that could adversely affect its business.

currently provides healthcare transportation services in the United Kingdom and intends to further expand its operations

and services internationally, which subjects DocGo to regulatory, economic, political and other events and uncertainties in these

foreign jurisdictions.

In addition to the risks discussed elsewhere herein that are common to DocGo’s operations more generally,

DocGo faces additional risks specific to its international operations, including but not limited to:

social, economic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts;

DocGo’s reserves

are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions.

uses these actuarial estimates to determine appropriate reserves, and DocGo’s reserves could be significantly affected if current

and future occurrences differ from historical claim trends and expectations.

While DocGo monitors claims closely when it estimates reserves,

the complexity of the claims and the wide range of potential outcomes may hamper timely adjustments to the assumptions DocGo uses in these

Actual losses and related expenses may deviate, individually and in the aggregate, from the reserve estimates reflected in

DocGo’s Consolidated Financial Statements.

If DocGo determines that its estimated reserves are inadequate, it would be required

to increase reserves at the time of the determination, which would reduce DocGo’s earnings in the period in which the deficiency

is determined and could have a material adverse effect on DocGo’s business, financial condition and results of operations.

Some of DocGo’s insurance

coverage is through third-party insurers.

To the extent DocGo holds policies to cover certain groups of claims or relies on insurance

coverage obtained by third parties to cover such claims, DocGo may still be responsible for losses.

This could occur for a variety of

reasons, including if DocGo or such third parties did not obtain sufficient insurance limits, did not buy an extended reporting period

policy, where applicable, or the issuing insurance company is unable or unwilling to pay such claims.

Furthermore, for DocGo’s losses

that are insured or reinsured through commercial insurance companies, it is subject to the “credit risk” of those insurance

In addition, professional liability insurance is expensive and insurance premiums may increase significantly in the future,

particularly as DocGo expands the geographies in which it does business.

As a result, adequate professional liability insurance may not

be available to it in the future at acceptable costs or at all.

While DocGo believes its commercial insurance company providers are creditworthy,

there can be no assurance that such insurance companies will remain so in the future, and any failure of DocGo’s insurance coverage

to adequately cover any losses could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo is required to make capital expenditures

in order to remain competitive.

DocGo’s capital expenditure

requirements primarily relate to maintaining, growing and upgrading its vehicle fleet and medical equipment to serve its customers and

remain competitive.

The aging of DocGo’s ambulance fleet requires DocGo to make regular capital expenditures, including to lease

newer replacement ambulances to maintain its current level of service.

DocGo’s net capital expenditures totaled $3.2 million

and $4.7 million in the years ended December 31, 2022 and 2021, respectively, representing acquisitions of property and

equipment, less the proceeds from disposals of property and equipment.

In addition, changing competitive conditions or the emergence of

any significant advances in medical technology could require DocGo to invest significant capital in additional equipment or capacity in

order to remain competitive.

DocGo may also commit significant capital to acquiring new infrastructure to expand into new geographies.

If DocGo is unable to fund any such investment, due to macroeconomic factors such as rising inflation, lack of access to the capital markets,

rising interest rates or otherwise, or otherwise fails to invest in new ambulances, medical equipment or other infrastructure, its business,

financial condition or results of operations could be materially and adversely affected.

DocGo’s international operations subject

it to additional risks that could adversely affect its business.

DocGo currently provides healthcare

transportation services in the United Kingdom and intends to further expand its operations and services internationally, which subjects

DocGo to regulatory, macroeconomic, geopolitical and other events and uncertainties in these foreign jurisdictions.

In addition to the

risks discussed elsewhere herein that are common to DocGo’s operations more generally, DocGo faces additional risks specific to

its international operations, including but not limited to:

● geopolitical,

social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war

in Ukraine and rising tensions in the Taiwan Strait;

pandemics and endemics;

and an inflationary environment, rising interest rates and

recessionary fears;

● difficulties

and increased costs in developing, staffing and simultaneously managing a large number of varying foreign operations as a result of distance,

language and cultural differences;

and increased costs in developing, staffing and simultaneously managing a large number of varying foreign operations, including as a

result of distance, language, cultural differences and labor shortages and expenses;

● restrictions

and limitations on the transfer or repatriation of funds and fluctuations in currency exchange rates;

with varying legal and regulatory environments in multiple foreign jurisdictions, including privacy laws such as the E.U.

Data Protection Regulation;

and limitations on the transfer or repatriation of funds;

● fluctuations

in currency exchange rates;

and challenges associated with complying with varying legal and regulatory environments in multiple foreign jurisdictions, including

privacy laws such as the E.U.

General Data Protection Regulation;

and business practices that favor local competitors or prohibit foreign ownership of certain businesses;

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obligations for DocGo or could require it to significantly modify its current business practices or even exit a given market.

operations bring increased complexity and the costs of managing or overseeing foreign operations, including adapting and localizing

services or systems to specific regions and countries, can be material.

Further, international operations carry inherent uncertainties

regarding the effect of local or domestic actions, such as the unpredictable impact of the United Kingdom’s exit from

the European Union (Brexit) and the uncertainty regarding how the agreements reached will operate, any of which could be material.

International operations also carry financial risks such as those related to fluctuations in foreign currency exchange rates and

disparate tax laws.

These and other risks related to DocGo’s existing or future foreign operations, or the associated costs

or liabilities, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

business could be materially and adversely affected by natural disasters, other catastrophic events, acts of war or terrorism,

cybersecurity incidents, and/or other acts by third parties.

and its customers depend on the ability of its business to run smoothly, including the ability of its fleet of ambulances, which

are often needed in times of emergency, to transport patients.

Any material disruption caused by natural disasters, including,

fires, floods, hurricanes, volcanoes, and earthquakes;

power loss or shortages;

Foreign operations bring increased

complexity and the costs of managing or overseeing foreign operations, including adapting and localizing services or systems to specific

regions and countries can be material.

Further, international operations carry inherent uncertainties regarding the effect of local or

domestic actions, such as the unpredictable impact of the United Kingdom’s exit from the European Union (Brexit) and the uncertainty

regarding how the agreements reached will operate, any of which could be material.

International operations also carry financial risks

such as those related to fluctuations in foreign currency exchange rates and disparate tax laws.

These and other risks related to DocGo’s

existing or future foreign operations, or the associated costs or liabilities, could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

DocGo’s business could be materially

and adversely affected by natural disasters, other catastrophic events, acts of war or terrorism, cybersecurity incidents, and/or other

acts by third parties.

DocGo and its customers depend

on the ability of its business to run smoothly, including the ability of its fleet of ambulances, which are often needed in times of emergency,

to transport patients.

Any material disruption caused by natural disasters, including, fires, floods, hurricanes, volcanoes, and earthquakes

(in each case, including due to climate change or otherwise) power loss or shortages;

environmental disasters;

telecommunications or

business information systems failures;

telecommunications or business

information systems failures;

acts of war or terrorism;

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cybersecurity incidents;

and other actions by third parties and other similar disruptions could cause DocGo to lose critical data and services and otherwise

adversely affect DocGo’s ability to conduct business.

Even with disaster recovery arrangements, DocGo’s services could

be interrupted and DocGo’s insurance coverage may not compensate it for losses that may occur in the wake of such events.

If any disruption results in the destruction of some or all of DocGo’s fleet, significant disruption to DocGo’s business,

contributes to a general decrease in local, regional or global economic activity or otherwise impairs DocGo’s ability to

meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s

business, financial condition and results of operations could be materially adversely affected.

ability to utilize its net operating loss carryforwards and certain other tax attributes may be limited.

of December 31, 2021 and 2020, DocGo had aggregate federal net operating loss carryforwards of approximately $56.6 million and $76.8 million,

actions by third parties and other similar disruptions could cause DocGo to lose critical data and services and otherwise adversely affect

DocGo’s ability to conduct business.

Even with disaster recovery arrangements, DocGo’s services could be interrupted and DocGo’s

insurance coverage may not compensate it for losses that may occur in the wake of such events.

If any disruption results in the destruction

of some or all of DocGo’s fleet, significant disruption to DocGo’s business, contributes to a general decrease in local, regional

or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop

or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could

be materially adversely affected.

Rising inflation may negatively impact DocGo’s business

and financial results.

The inflation rate in the U.S., as measured by the Consumer Price Index

(CPI) has generally trended up since early 2021.

This data is reported monthly, showing year-over-year changes in prices across a basket

of goods and services.

For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was in the 5.0%-6.0%

range through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in the fourth quarter.

For the full year,

the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990.

The inflation rate continued to increase

in early 2022, reaching approximately 9.1% in June 2022, 8.2% in September 2022, and declining to 6.5% in December 2022.

In an attempt

to dampen inflation, the U.S.

Federal Reserve implemented seven interest rate increases in 2022, raising its benchmark rate (the “federal

funds rate”) from near 0.00% at the beginning of the year to a level of 4.25% to 4.50% as of the end of December 2022, and as of

the date of the filing of this Annual Report, it has so far implemented one interest rate increase in 2023, to the current level of 4.50%

Looking into 2023, DocGo anticipates a moderation of the inflation rate, as a result of these recent rate increases, but DocGo

expects that inflation will remain well above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1%

If inflation is above the levels that the Company anticipates, gross margins could be below plan and DocGo’s business,

operating results and cash flows may be adversely affected.

Risks Related to DocGo’s Intellectual

DocGo’s failure to protect or enforce

its intellectual property rights could impair our ability to protect our technology and our brand.

DocGo’s success depends

in part on its ability to enforce and protect its intellectual property rights and technology, including its code, information, data,

processes and other forms of information, know-how and technology.

DocGo relies on a combination of copyrights, trademarks, service

marks, trade secret laws and contractual restrictions to establish and protect its intellectual property and other proprietary rights.

DocGo also enters into confidentiality and invention assignment agreements with its employees and consultants and enters into confidentiality

agreements with certain of its third-party providers and strategic partners.

These laws, procedures and restrictions provide only

limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, or misappropriated.

Some of DocGo’s intellectual

property protections do not prevent competitors or others from independently developing technologies that are substantially equivalent

or superior to DocGo’s offerings.

Further, it may still be possible for competitors and other unauthorized third parties to copy

DocGo’s technology and use its proprietary information to create or enhance competing platforms, solutions and services.

enters into strategic relationships, joint development and other similar agreements with third parties where intellectual property arising

from such relationships may be jointly owned or may be transferred or licensed to the counterparty.

These arrangements may limit DocGo’s

ability to protect, maintain, enforce or commercialize such intellectual property rights, including requiring agreement with or payment

to the joint development partners before protecting, maintaining, licensing or initiating enforcement of such intellectual property rights,

and may allow such joint development partners to register, maintain, enforce or license such intellectual property rights in a manner

that may affect the value of the jointly owned intellectual property or DocGo’s ability to compete in the market.

As DocGo expands

its international activities, its exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely

increase as the laws of some countries do not provide the same level of intellectual property protection as do the laws of the United States,

and effective intellectual property protections may not be available or may be limited and harder to enforce in some jurisdictions.

DocGo may be required to spend

significant resources in order to establish, monitor and protect its intellectual property rights.

DocGo may not always detect infringement

of its intellectual property rights, and defending or enforcing its intellectual property rights, even if successfully detected, prosecuted,

enjoined, or remedied, could result in the expenditure of significant financial and managerial resources.

Any enforcement efforts, and

litigation in particular, could be costly, time-consuming and distracting to management and could result in the impairment or loss

of portions of DocGo’s intellectual property.

DocGo’s efforts to enforce its intellectual property rights may also be met

with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights.

determination of any litigation proceedings could put DocGo’s patents at risk of being invalidated or interpreted narrowly and could

put DocGo’s related pending patent applications at risk of not issuing.

DocGo’s inability to protect its proprietary technology

against unauthorized copying or use, as well as any costly litigation or extensive enforcement activities, could impair the functionality

of DocGo’s platform, delay introductions of enhancements to the platform, result in DocGo’s substituting inferior or more

costly technologies, harm DocGo’s reputation or brand and otherwise have a material adverse effect on its business, financial condition

and results of operations.

Claims by others that DocGo infringed their

proprietary technology or other intellectual property rights could adversely affect DocGo’s business.

In recent years, there has

been significant litigation in the United States involving patents and other intellectual property rights.

Companies in the internet and

technology industries are increasingly bringing and becoming subject to suits alleging infringement of proprietary rights, particularly

patent rights, and our competitors and other third parties may hold or have pending patent applications, which could be related to our

These risks have been amplified by the increase in third parties, which DocGo refers to as non-practicing entities, whose sole

primary business is to assert such claims.

Regardless of the merits of any other intellectual property litigation, DocGo may be required

to expend significant management time and financial resources on the defense of such claims, and any adverse outcome of any such claim

could have a material adverse effect on DocGo’s business, financial condition, and results of operations.

Given the competitive landscape

and pervasiveness of litigation in DocGo’s industry, from time to time, third parties may assert claims of infringement of intellectual

property rights against DocGo.

In addition, third parties have previously sent DocGo correspondence regarding various allegations of intellectual

property infringement.

DocGo incorporates technology from third parties into its platform and, as such, it cannot be certain that these

licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to

the technology in all jurisdictions in which DocGo may operate.

As DocGo gains an increasingly higher public profile, DocGo expects the

possibility of these and other types of intellectual property rights claims against it will grow.

Although DocGo believes that it has

meritorious defenses, there can be no assurance that DocGo will be successful in defending against these and future allegations or in

reaching a business resolution that is acceptable to DocGo.

Many potential litigants,

including some of DocGo’s competitors and non-practicing entities, have the ability to dedicate substantial resources to assert

their intellectual property rights.

Any claim of infringement by a third party, even those without merit, could be costly, time-consuming and

a significant distraction to management.

Furthermore, because of the substantial amount of discovery required in connection with intellectual

property litigation, DocGo could risk compromising its confidential information during this type of litigation.

In addition, in some instances,

DocGo may agree to indemnify our clients against certain third-party claims, which may include claims that DocGo’s solutions infringe

the intellectual property rights of such third parties.

DocGo’s business could be adversely affected by any significant disputes

between DocGo and its clients as to the applicability or scope of DocGo’s indemnification obligations to them.

With respect to any

intellectual property rights litigation or indemnification obligation, DocGo may need to negotiate a license to continue operations if

found to be in violation of a third party’s rights, and these licenses may not be available on favorable or commercially reasonable

terms, or at all.

DocGo may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment

against it, DocGo may be subject to an injunction or other restrictions that prevent it from using the relevant intellectual property,

or DocGo may determine it is prudent to agree to a settlement that restricts DocGo’s operations or its use of certain intellectual

property, any of which could adversely affect DocGo’s business, financial condition and results of operations.

Risks Related to DocGo’s Legal and

Regulatory Environment

DocGo could be subject to lawsuits for which

it does not have sufficient reserves, which could have a material adverse effect on DocGo’s business, financial condition and results

of operations.

Healthcare providers and other

participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related

legal theories such as negligent hiring, supervision and credentialing.

Similarly, healthcare transportation services can result in lawsuits

related to vehicle collisions and personal injuries, patient care incidents or mistreatment and employee job-related injuries.

in the normal course of DocGo’s business, it has been and may continue to be involved in lawsuits, claims, audits and investigations,

including those arising out of its billing practices, employment disputes, contractual claims and other business disputes for which DocGo

may have no insurance coverage, and which are not subject to actuarial estimates.

Some of these lawsuits may involve large claim amounts

and substantial defense costs.

Adverse outcomes with respect

to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, which may

or may not be covered by DocGo’s existing insurance or may require DocGo to modify its services or require it to stop serving certain

customers or geographies, all of which could negatively impact its existing business and its ability to grow.

DocGo may also become subject

to periodic audits, which would likely increase its regulatory compliance costs and may require it to change its business practices or

the scope of its operations.

Managing legal proceedings, litigation and audits, even if DocGo achieves favorable outcomes, is time-consuming and

diverts management’s attention from DocGo’s day-to-day business.

The outcome of these matters or future claims and

disputes are difficult to predict and determining reserves for pending litigation and other legal, regulatory and audit matters requires

significant judgment.

There can be no assurance that DocGo’s expectations will prove correct, and even if these matters are resolved

in its favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them,

could have a material effect on DocGo’s results of operations in the period when it identifies the matter, and could have a material

adverse effect on DocGo’s business, financial condition and results of operations.

DocGo is subject to a variety of federal,

state and local laws and regulatory regimes, including a variety of labor laws and regulations, and changes to or the failure to comply

with these laws and regulations could adversely affect DocGo’s business.

DocGo is subject to various federal, state, and local laws and regulations

including the Employee Retirement Income Security Act of 1974 (“ERISA”) and regulations promulgated by the Internal

Revenue Service (“IRS”), the U.S.

Department of Labor and the Occupational Safety and Health Administration.

also subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act,

the federal Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, and other regulations related to working

conditions, wage-hour pay, overtime pay, family leave, employee benefits, antidiscrimination, termination of employment, safety standards

and other workplace regulations.

Compliance with these and other applicable laws and regulations can be time-consuming and costly.

Failure to properly adhere to these and other applicable laws and regulations could result in investigations, the imposition of penalties

or adverse legal judgments by public or private plaintiffs.

Changes to these laws and regulations can also increase costs and require

DocGo to commit additional resources to comply with these laws.

For example, the raising of the federal minimum wage or the minimum wage

within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington,

and other U.S.

state capitals, could significantly increase DocGo’s selling, general and administrative expenses.

to or any failure to comply with applicable laws and regulations could also have a material adverse effect on DocGo’s business,

financial condition and results of operations.

DocGo’s ability to utilize its net

operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2022

and 2021, DocGo had aggregate federal net operating loss carryforwards of approximately $53.6 million and $56.6 million, respectively.

As of December 31, 2022 and 2021, the Company had state net operating loss carryforwards of approximately $74.2 million and $67.2 million,

respectively.

As of December 31, 2021 and 2020, the Company had state net operating loss carryforwards of approximately $67.2 million

and $99.4 million, respectively.

As of December 31, 2021 and 2020, DocGo had approximately $202,965 and $41,515, respectively, of

foreign net operating loss carryforwards.

The federal net operating loss carryforwards generated after December 31, 2017, of approximately

$62.2 million carry forward indefinitely, while the remaining federal net carryforwards of approximately $11.7 million begin to expire

State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if

not utilized, by 2039.

DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused

losses expire.

DocGo may be unable to use these losses to offset income before such unused losses expire.

As of December 31, 2022 and 2021, DocGo had approximately $903 and $202,965 respectively, of foreign net operating

loss carryforwards.

The federal net operating loss carryforwards generated after December 31, 2017, of approximately $62.2 million carry

forward indefinitely, while the remaining federal net carryforwards of approximately $11.7 million begin to expire in 2037.

foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2039.

DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire.

be unable to use these losses to offset income before such unused losses expire.

However, U.S.

operating losses generated in 2019 and forward are not subject to expiration and, if not utilized by fiscal 2021, are only available to

offset 80% of taxable income each year due to changes in tax law attributable to the passage of Tax Cuts and Jobs Act.

In addition, if

a corporation undergoes an “ownership change” — generally defined as a greater than 50% cumulative change

in the equity ownership of certain shareholders over a rolling three-year period — under Section 382 of the

Internal Revenue Code, DocGo’s ability to use its pre-change net operating loss carryforwards and other pre-change tax

attributes to offset future taxable income or taxes may be limited.

Although the Merger did not constitute such an ownership change, DocGo

may experience ownership changes in the future as a result of changes in its stock ownership, some of which may not be within DocGo’s

control, which could materially reduce or eliminate DocGo’s ability to use these losses or tax attributes to offset future taxable

income or tax and have an adverse effect on its business, financial condition and results of operations.

in tax laws or unanticipated tax liabilities could adversely affect DocGo’s effective income tax rate and profitability.

is subject to income taxes in the United States (federal and state) and various foreign jurisdictions.

DocGo’s effective

income tax rate could be adversely affected in the future by a number of factors, including changes in the valuation of deferred

tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, and the outcome of income

tax audits in various jurisdictions around the world.

federal net operating losses generated

in 2019 and forward are not subject to expiration and, if not utilized by fiscal 2021, are only available to offset 80% of taxable income

each year due to changes in tax law attributable to the passage of Tax Cuts and Jobs Act.

In addition, if DocGo undergoes an “ownership

change” — generally defined as a greater than 50% cumulative change in the equity ownership of certain shareholders

over a rolling three-year period — under Section 382 of the Internal Revenue Code, DocGo’s ability to

use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset future taxable income or taxes

may be limited.

Although the Merger did not constitute such an ownership change, DocGo may experience ownership changes in the future

as a result of changes in its stock ownership, some of which may not be within DocGo’s control, which could materially reduce or

eliminate DocGo’s ability to use these losses or tax attributes to offset future taxable income or tax and have an adverse effect

on its business, financial condition and results of operations.

Changes in tax laws or unanticipated tax

liabilities could adversely affect DocGo’s effective income tax rate and profitability.

DocGo is subject to income

taxes in the United States (federal and state) and various foreign jurisdictions.

DocGo’s effective income tax rate could be

adversely affected in the future by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes

in tax laws and regulations or their interpretations and application, and the outcome of income tax audits in various jurisdictions around

In particular, the Biden administration has proposed increases to the U.S.

income tax rate from 21% to 28% and made other proposals.

If any of these (or similar) proposals are ultimately enacted into law,

in whole or in part, they could have a negative impact on our effective tax rate.

We cannot predict the likelihood, timing or

substance of U.S.

tax proposals and will continue to monitor the progress of such proposals, as well as other global tax

reform initiatives.

in accounting rules, assumptions or judgments could materially and adversely affect DocGo.

rules and interpretations for certain aspects of DocGo’s financial reporting are highly complex and involve significant assumptions

and judgment.

These complexities could lead to a delay in the preparation and dissemination of DocGo’s financial statements.

changes in accounting rules and interpretations or in DocGo’s accounting assumptions or judgments, such as asset impairments and

contingencies, are likely to significantly impact its financial statements.

In some cases, DocGo could be required to apply a new or revised

standard retroactively, resulting in restating financial statements from prior period(s).

Any of these circumstances could have a material

adverse effect on DocGo’s business, financial condition and results of operations.

For additional information, see the financial

statements of DocGo and related footnotes included elsewhere in this Annual Report on Form 10-K.

internal control over financial reporting may not be effective and its independent registered public accounting firm may not be

able to certify as to their effectiveness, which could adversely affect DocGo’s business.

a public company, DocGo is required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act,

which require management to certify financial and other information in its quarterly and annual reports and provide an annual

management report on the effectiveness of internal control over financial reporting.

DocGo is an emerging growth company and,

as such, its independent registered public accounting firm will not be required to formally attest to the effectiveness of its

internal control over financial reporting pursuant to Section 404 until the date DocGo is no longer an emerging growth company.

At such time, DocGo’s independent registered public accounting firm may issue a report that is adverse in the event that

it is not satisfied with the level at which DocGo’s controls are documented, designed or operating.

comply with the requirements of being a public company, DocGo may need to undertake various actions, such as implementing additional

internal controls and procedures and hiring additional accounting or internal audit staff.

Testing and maintaining internal controls

can divert management’s attention from other matters that are important to the operation of DocGo’s business.

identifies material weaknesses in its internal control over financial reporting or is unable to comply with the requirements of

Section 404 or assert that its internal control over financial reporting is effective, or if DocGo’s independent registered

public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting

when such disclosure is required, investors may lose confidence in the accuracy and completeness of DocGo’s financial reports

and the market price of its common stock could be negatively affected, and DocGo could become subject to investigations by the

SEC or other regulatory authorities, any of which could have an adverse effect on DocGo’s business, financial condition

and results of operations.

identified material weaknesses in Motion’s internal control over financial reporting with respect to Motion’s previously

issued financial statements.

These material weaknesses could continue to adversely affect our ability to report our results of

operations and financial condition accurately and in a timely manner.

is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with GAAP.

Management also evaluates the effectiveness of the Company’s internal controls and we will disclose

any changes and material weaknesses identified through such evaluation in those internal controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that

a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

to the Closing, Motion identified a material weakness in Motion’s internal control over financial reporting related to the

classification of the Warrants as equity instead of liabilities.

On May 10, 2021, the audit committee of Motion and management

concluded that Motion’s internal control over financial reporting was not effective as of December 31, 2020, and, accordingly,

the audit committee of Motion authorized management to restate Motion’s audited financial statements for the year ended

December 31, 2020, where Motion concluded that the control deficiency that resulted in the incorrect classification of Warrants

constituted a material weakness as of December 31, 2020, resulting in the filing of Amendment No.

1 to Motion’s Annual

Report on Form 10-K/A, filed with the SEC on May 28, 2021.

This material weakness resulted in a material misstatement of

Warrant liabilities, change in fair value of Warrant liabilities, additional paid-in capital, accumulated deficit and related

financial disclosures as of and for the period from August 11 (inception) through December 31, 2020, as of September 30,

2020, for the three months ended September 30, 2020, and the period from August 11, 2020 (inception) through September 30,

to filing of Amendment No.

1 to Motion’s Annual Report on Form 10-K/A, based on SEC guidance, we identified a material weakness

in Motion’s internal control over financial reporting related to the Motion’s application of ASC 480-10-S99-3A to

its accounting classification of the Motion Class A Common Stock.

On November 22, 2021, our audit committee and management

concluded that Motion’s internal control over financial reporting was not effective as of December 31, 2020, and, accordingly,

our audit committee authorized management to restate Motion’s audited financial statements for the year ended December 31,

2020, where we concluded that the control deficiency that resulted in the incorrect classification of Motion Class A Common Stock

constituted a material weakness as of December 31, 2020, resulting in the filing of Amendment No.

2 to Motion’s Annual

Report on Form 10-K/A, filed with the SEC on November 23, 2021.

Historically, a portion of the Public Shares was classified

as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that Motion would not redeem

its Motion Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001, as described

in the amended and restated certificate of incorporation of Motion.

Pursuant to the Company’s re-evaluation of Motion’s

application of ASC 480-10-S99-3A to its accounting classification of the Motion Class A Common Stock, the Company’s

management has determined that the Motion Class A Common Stock include certain provisions that require classification of all of

the Motion Class A Common Stock as temporary equity regardless of the net tangible assets redemption limitation contained in the

amended and restated certificate of incorporation of Motion.

For a discussion of management’s consideration of the material

weakness identified related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the

Public Share, see “Note 2” to Motion’s financial statements included in this prospectus.

have implemented a remediation plan to remediate these material weakness surrounding Motion’s historical presentation of

our Warrants and Motion Class A Common Stock but can give no assurance that the measures we have taken will prevent any future

material weaknesses or deficiencies in internal control over financial reporting.

Even though we have strengthened controls and

procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or

to facilitate the fair presentation of our financial statements.

may face litigation and other risks as a result of the material weakness in Motion’s internal control over financial reporting.

a result of such material weakness, the restatements, the change in accounting for the Warrants, the change in the classification

of all of the Motion Class A Common Stock as temporary equity, and other matters raised or that may in the future be raised by

the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state

securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control

over financial reporting and the preparation of our financial statements.

As of the date of this prospectus, we have no knowledge

of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the

Any such litigation or dispute, whether successful or not, could have a material adverse effect on the Company’s

business, results of operations and financial condition.

Related to Healthcare Regulation

conducts business in a heavily regulated industry and any failure to comply with these laws and government regulations could require

DocGo to make significant changes to its operations and could have a material adverse effect on its business, financial condition,

and results of operations.

healthcare industry is heavily regulated and closely scrutinized by federal and state governments.

Comprehensive statutes

and regulations govern the manner in which DocGo provides and bills for its services and collects reimbursement from governmental

programs and private payors, its relationship with its providers, vendors and clients, its marketing activities and other aspects

of its operations.

corporate income tax rate from 21% to 28% and

made other proposals.

If any of these (or similar) proposals are ultimately enacted into law, in whole or in part, they could have a negative

impact on DocGo’s effective tax rate.

DocGo cannot predict the likelihood, timing or substance of U.S.

tax proposals and will

continue to monitor the progress of such proposals, as well as other global tax reform initiatives.

DocGo continues to monitor

changes in tax laws in the U.S.

and the impact of proposed and enacted legislation in the various foreign jurisdictions in which it operates.

In August 2022, the Inflation Reduction Act of 2022 was enacted, which, among other things, includes a new 15% alternative minimum tax

on the adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022.

President Biden

has also provided informal guidance on tax law changes he may support.

Among other things, proposed changes would raise the rate on both

domestic and foreign income.

If any of these proposals are ultimately enacted into legislation, they could materially impact DocGo’s

tax provision, cash tax liability and effective tax rate.

Changes in accounting rules, assumptions

or judgments could materially and adversely affect DocGo.

Accounting rules and interpretations

for certain aspects of DocGo’s financial reporting are highly complex and involve significant assumptions and judgment.

These complexities

could lead to a delay in the preparation and dissemination of DocGo’s financial statements.

Furthermore, changes in accounting rules

and interpretations or in DocGo’s accounting assumptions or judgments, such as asset impairments and contingencies, are likely to

significantly impact its financial statements.

In some cases, DocGo could be required to apply a new or revised standard retroactively,

resulting in restating financial statements from prior period(s).

Any of these circumstances could have a material adverse effect on DocGo’s

business, financial condition and results of operations.

For additional information, see the financial statements of DocGo and related

footnotes included elsewhere in this Annual Report on Form 10-K.

DocGo’s internal control over financial

reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness,

which could adversely affect DocGo’s business.

As a public company, DocGo has significant requirements for enhanced

financial reporting and internal controls, including the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act,

which require management to certify financial and other information in its quarterly and annual reports and provide an annual management

report on the effectiveness of internal control over financial reporting.

DocGo has made, and will continue to make, changes to its internal

controls and procedures for financial reporting and accounting systems to meet its reporting obligations as a public company.

of designing and implementing effective internal controls is a continuous effort that requires DocGo to anticipate and react to changes

in its business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls

that is adequate to satisfy its reporting obligations as a public company.

The measures DocGo takes may not be sufficient to satisfy its

obligations as a public company and if DocGo is unable to establish or maintain appropriate internal financial reporting controls and

procedures, it could cause DocGo to fail to meet its reporting obligations on a timely basis, result in material misstatements in its

Consolidated Financial Statements and harm its results of operations.

DocGo is an emerging growth company and, as such, its independent

registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial

reporting pursuant to Section 404 until the date DocGo is no longer an emerging growth company.

At such time, DocGo’s independent

registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which DocGo’s

controls are documented, designed or operating, or it may not issue an unqualified report.

To comply with the requirements of being a public company, DocGo may

need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or

internal audit staff.

The rules governing the standards that must be met for DocGo’s management to assess its internal control over

financial reporting are complex and require significant documentation, testing and possible remediation.

Testing and maintaining internal

controls can divert management’s attention from other matters that are important to the operation of DocGo’s business.

connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, DocGo

may identify deficiencies that it may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance

with the requirements of Section 404.

DocGo’s testing, or the subsequent testing (if required) by its independent registered public

accounting firm, may reveal deficiencies in its internal controls over financial reporting that are deemed to be material weaknesses.

Any material weaknesses could result in a material misstatement of DocGo’s annual or quarterly Consolidated Financial Statements

or disclosures that may not be prevented or detected.

If DocGo identifies material weaknesses in its internal control over financial reporting

or is unable to comply with the requirements of Section 404 or assert that its internal control over financial reporting is effective,

or if DocGo’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal

control over financial reporting when such disclosure is required, investors may lose confidence in the accuracy and completeness of DocGo’s

financial reports and the market price of its common stock could be negatively affected, and DocGo could become subject to investigations

by the SEC or other regulatory authorities, any of which could have an adverse effect on DocGo’s business, financial condition and

results of operations.

DocGo conducts business in the heavily regulated

healthcare industry and any failure to comply with these laws and government regulations could require DocGo to make significant changes

to its operations and could have a material adverse effect on its business, financial condition, and results of operations.

healthcare industry

is heavily regulated and closely scrutinized by federal and state governments.

Comprehensive statutes and regulations govern the manner

in which DocGo provides and bills for its services and collects reimbursement from governmental programs and private payors, its relationship

with its providers, vendors and clients, its marketing activities and other aspects of its operations.

Of particular importance are:

federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent

claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid,

including qui tam or whistleblower suits;

federal Civil Monetary Penalties Law prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare

program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider,

practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

● reassignment

of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or

Medicaid programs;

provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services

are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services

criminal healthcare fraud provisions of HIPAA that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare

benefit program or falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement

in connection with the delivery of or payment for healthcare benefits, items or services.

HIPAA also imposes certain regulatory and contractual

requirements regarding the privacy, security and transmission of PHI.

Similar to the federal Anti-Kickback Statute, a person

or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide professional

healthcare services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to

the agencies that administer these programs, as well as state insurance laws;

federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback,

rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for

or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part,

by any federal healthcare program, such as Medicare and Medicaid.

Remuneration has been interpreted broadly to be anything of value,

and could include compensation, discounts or free marketing services.

A person or entity does not need to have actual knowledge of the

statute or specific intent to violate it to have committed a violation.

In addition, the government may assert that a claim including

items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes

of the False Claims Act;

state law provisions pertaining to false claims, self-referral and anti-kickback issues, some of which may apply to items or

services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients;

federal physician self-referral law under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that,

unless one of the statutory or regulatory exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an

entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate

family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity,

and prohibits the entity from billing Medicare or Medicaid for such designated health services.

Failure to refund amounts received as

a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and

additional penalties under the federal False Claims Act noted below;

laws that prohibit general business corporations, such as DocGo, from practicing medicine, controlling physicians’ medical decisions

or engaging in some practices such as splitting fees with physicians;

Federal Trade Commission Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate

marketplace activities and activities that could potentially harm consumers;

that regulate debt collection practices.

ability to provide its services internationally is subject to the similar laws and regulations in those jurisdictions and the

interpretation of these laws is evolving and varies significantly from country to county.

As in the United States, many of

these laws and regulations are enforced by governmental, judicial and regulatory authorities with broad discretion.

Although similar

to their U.S.

counterparts in the subject matters addressed, these foreign laws may be very different in what is required

of the business and how they regulate the underlying activities.

DocGo cannot be certain that its interpretation of such laws

and regulations are correct in how its structures its operations, its arrangements with its healthcare provider partners, services

agreements and customer arrangements.

of these laws and regulations are complex, broad in scope and have few or narrowly structured exceptions and safe harbors.

DocGo is required to fit certain activities within one of the statutory exceptions and safe harbors available and it is possible

that some of DocGo’s current or future business activities could be subject to challenge under one or more of such laws.

Achieving and sustaining compliance with these laws can be time-consuming, requires the commitment of significant resources and

may prove costly.

The risk of DocGo being found in violation of these laws and regulations is increased by the fact that many

of these laws and regulations have not been fully interpreted by the regulatory authorities or the courts, and their provisions

are sometimes open to a variety of interpretations.

DocGo’s failure to accurately anticipate the application of these laws

and regulations to its current or future business or any other failure or alleged failure to comply with legal or regulatory requirements

could create liability for DocGo and negatively affect its business.

Any action against DocGo for violation of these laws or regulations,

even if DocGo successfully defends against it, could cause DocGo to incur significant legal expenses, divert management’s

● the federal False Claims Act that imposes civil

and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly

make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits;

● the federal Civil Monetary Penalties Law, which

prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person

knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of

services reimbursable by Medicare or a state healthcare program, unless an exception applies;

● reassignment of payment rules that prohibit certain

types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

● a provision of the Social Security Act that imposes

criminal penalties on healthcare providers who fail to disclose or refund known overpayments;

● federal and state laws that prohibit providers

from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and

accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

● the criminal healthcare fraud provisions of HIPAA

that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing

or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or

payment for healthcare benefits, items or services.

HIPAA also imposes certain regulatory and contractual requirements regarding the privacy,

security and transmission of PHI.

Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual

knowledge of the statute or specific intent to violate it to have committed a violation;

● federal and state laws and policies that require

healthcare providers to maintain licensure, certification or accreditation to provide professional healthcare services, to enroll and

participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these

programs, as well as state insurance laws;

● the federal Anti-Kickback Statute that prohibits

the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an

individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or

the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare

and Medicaid.

Remuneration has been interpreted broadly to be anything of value, and could include compensation, discounts or free marketing

A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed

In addition, the government may assert that a claim including items or services resulting from a violation of the federal

Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

● similar state law provisions pertaining to false

claims, self-referral and anti-kickback issues, some of which may apply to items or services reimbursed by any third-party payor,

including commercial insurers or services paid out-of-pocket by patients;

● the federal physician self-referral law

under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory

exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated

health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship

(including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid

for such designated health services.

Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute

a false or fraudulent claim and may result in civil penalties and additional penalties under the federal False Claims Act noted below;

● state laws that prohibit general business corporations,

such as DocGo, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting

fees with physicians;

● the Federal Trade Commission Act and federal

and state consumer protection, advertisement and unfair competition laws, which broadly regulate marketplace activities and activities

that could potentially harm consumers;

● laws that regulate debt collection practices.

DocGo’s ability to provide

its services internationally is subject to the similar laws and regulations in those jurisdictions and the interpretation of these laws

is evolving and varies significantly from country to county.

As in the United States, many of these laws and regulations are enforced

by governmental, judicial and regulatory authorities with broad discretion.

Although similar to their U.S.

counterparts in the subject

matters addressed, these foreign laws may be very different in what is required of the business and how they regulate the underlying activities.

DocGo cannot be certain that its interpretation of such laws and regulations are correct in how its structures its operations, its arrangements

with its healthcare provider partners, services agreements and customer arrangements.

Many of these laws and regulations

are complex, broad in scope and have few or narrowly structured exceptions and safe harbors.

Often DocGo is required to fit certain activities

within one of the statutory exceptions and safe harbors available and it is possible that some of DocGo’s current or future business

activities could be subject to challenge under one or more of such laws.

Achieving and sustaining compliance with these laws can be time-consuming,

requires the commitment of significant resources and may prove costly.

The risk of DocGo being found in violation of these laws and regulations

is increased by the fact that many of these laws and regulations have not been fully interpreted by the regulatory authorities or the

courts, and their provisions are sometimes open to a variety of interpretations.

DocGo’s failure to accurately anticipate the application

of these laws and regulations to its current or future business or any other failure or alleged failure to comply with legal or regulatory

requirements could create liability for DocGo and negatively affect its business.

Any action against DocGo for violation of these laws

or regulations, even if DocGo successfully defends against it, could cause DocGo to incur significant legal expenses, divert management’s

attention from the operation of the business and result in adverse publicity.

officials have a number of mechanisms to combat regulatory compliance, fraud and abuse, and if DocGo fails to comply with applicable

laws and regulations, it could suffer civil or criminal penalties, including fines, damages, recoupment of overpayments, loss

of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other

government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid

and other government healthcare programs.

Investors, officers and managing employees associated with entities found to have committed

healthcare fraud may also be excluded from participation in government healthcare programs.

In addition, because of the potential

for large monetary exposure, criminal liability and negative publicity, healthcare providers often resolve allegations without

admissions of liability for significant and material amounts to avoid the uncertainty of damages that may be awarded in litigation

Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement

agreement or corporate integrity agreement.

believes that its business operations materially comply with applicable healthcare laws and regulations.

However, some of the

healthcare laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and a review of DocGo’s

business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

Any failure to comply with applicable legal and regulatory requirements and the consequences of such non-compliance, including

those discussed above, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

is required to comply with laws governing the transmission, security and privacy of health information.

state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability,

integrity and other processing of PHI and PII, including HIPAA.

HIPAA establishes a set of national privacy and security

standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as

“covered entities,” and the business associates with whom such covered entities contract for services.

HIPAA requires

covered entities such as DocGo and their business associates to develop and maintain policies and procedures with respect to PHI

that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect this information.

HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when

submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection

of healthcare claims.

also authorizes state attorneys general to file suit on behalf of their residents.

Courts may award damages, costs and attorneys’

fees related to violations of HIPAA in these cases.

While HIPAA does not create a private right of action allowing individuals

to sue DocGo in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil

suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary

of HHS conduct periodic compliance audits of covered entities and business associates for compliance with the HIPAA privacy and

security requirements.

HIPAA also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of

breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law.

further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that

compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or

disclosure by employees or authorized individuals.

HIPAA specifies that such notifications must be made “without unreasonable

delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or

more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public

Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media.

If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

addition to HIPAA, numerous other federal and state laws and regulations protect the confidentiality, privacy, availability, integrity

and security of PHI and other types of PII.

State statutes and regulations vary from state to state, and these laws and regulations

in many cases are more restrictive than, and may not be preempted by, HIPAA and its implementing rules.

These laws and regulations

are often uncertain, contradictory and subject to changed or differing interpretations, and DocGo expects new laws, rules and

regulations regarding privacy, data protection and information security to be proposed and enacted in the future.

that new data security laws are implemented, DocGo may not be able to timely comply with such requirements, or such requirements

Enforcement officials have

a number of mechanisms to combat regulatory compliance, fraud and abuse, and if DocGo fails to comply with applicable laws and regulations,

it could be liable for civil or criminal penalties, including fines, damages, recoupment of overpayments, loss of licenses needed to operate,

loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other government and private third-party healthcare

and payor programs, and exclusion from participation in Medicare, Medicaid and other government healthcare programs.

Investors, officers

and managing employees associated with entities found to have committed healthcare fraud may also be excluded from participation in government

healthcare programs.

In addition, because of the potential for large monetary exposure, criminal liability and negative publicity, healthcare

providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of damages

that may be awarded in litigation proceedings.

Such settlements often contain additional compliance and reporting requirements as part

of a consent decree, settlement agreement or corporate integrity agreement.

DocGo believes that its business

operations materially comply with applicable healthcare laws and regulations.

However, some of the healthcare laws and regulations applicable

to DocGo are subject to limited or evolving interpretations, and a review of DocGo’s business or operations by a court, law enforcement

or a regulatory authority might result in a determination of non-compliance.

Any failure to comply with applicable legal and regulatory

requirements and the consequences of such non-compliance, including those discussed above, could have a significant adverse effect on

DocGo’s business, financial condition and results of operations.

DocGo is required to comply with laws governing

the transmission, security and privacy of health information and personally identifiable information.

Numerous state and federal

laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity and other

processing of personal health information (“PHI”) and personal identifiable information (“PII”), including HIPAA.

establishes a set of national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and

certain healthcare providers, referred to as “covered entities,” and the business associates with whom such covered entities

contract for services.

HIPAA requires covered entities such as DocGo and their business associates to develop and maintain policies and

procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards

to protect this information.

HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities

must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and

collection of healthcare claims.

HIPAA also authorizes state

attorneys general to file suit on behalf of their residents.

Courts may award damages, costs and attorneys’ fees related to violations

of HIPAA in these cases.

While HIPAA does not create a private right of action allowing individuals to sue DocGo in civil court for violations

of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness

in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of the U.S.

Department of Health and Human Services

(“HHS”) conduct periodic compliance audits of covered entities and business associates for compliance with the HIPAA privacy

and security requirements.

HIPAA also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches

of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law.

HIPAA further requires that

patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or

security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized

HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days

after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay,

and HHS will post the name of the breaching entity on its public web site.

Breaches affecting 500 patients or more in the same state or

jurisdiction must also be reported to a prominent media outlet serving the state or jurisdiction in which the breach occurred.

involves fewer than 500 people, the covered entity must record it in a log and notify HHS within 60 days after the end of the calendar

year during which the breach was discovered.

In addition to HIPAA, numerous other federal

and state laws and regulations protect the confidentiality, privacy, availability, integrity and security of PHI and other types of PII.

statutes and regulations vary from state to state, and these laws and regulations in many cases are more restrictive than, and may not

be preempted by, HIPAA.

These laws and regulations are often uncertain, contradictory and subject to change or differing interpretations,

and DocGo expects new laws, rules and regulations regarding privacy, data protection and information security to be proposed and enacted

in the future.

By way of example, the California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020 and was amended

by the California Privacy Rights Act (CPRA), a ballot measure approved by California voters in November 2020 that went into effect January

1, 2023, has had a profound impact on the privacy and data security landscape.

As the first comprehensive consumer privacy legislation

in the U.S., the CCPA created where applicable (some information may be exempt from most of CCPA’s/CPRA’s requirements if

subject to HIPAA, for example), which were further expanded by the CPRA.

Other states, including Colorado, Connecticut and Utah, have

followed suit, and others may in the future, creating a patchwork of overlapping but different state laws and thus complicating compliance

As existing data security

laws evolve and new ones are implemented, DocGo may not be able to comply with such requirements in a timely manner, or such requirements

may not be compatible with its current processes.

Changing DocGo’s processes could be time-consuming and expensive,

and failure to timely implement required changes could subject DocGo to liability for non-compliance.

Some states may afford private

rights of action to individuals who believe their PII has been misused.

Changing DocGo’s processes could be time-consuming and expensive, and failure

to implement required changes within the applicable timeframe could subject DocGo to liability for non-compliance.

Some states may afford

private rights of action to individuals who believe their PII has been misused.

This complex, dynamic legal landscape regarding privacy,

data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability

to collect, use and disclose data and can expose it to additional expense, adverse publicity and liability.

is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number

of jurisdictions with data protection and privacy laws has been increasing.

In addition, the scope of protection afforded to data

subjects by many of these data protection and privacy laws has been increasing.

There are also ongoing public policy discussions

regarding whether the standards for deidentified, anonymous or pseudonymized health information are sufficient, and the risk of

re-identification sufficiently small, to adequately protect patient privacy.

These trends may lead to further restrictions

on the use of this and similar categories of information.

These initiatives or future initiatives could compromise DocGo’s

ability to access and use data or to develop or market current or future services.

DocGo has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating

to privacy and data protection, some PHI and other PII or confidential information is transmitted to DocGo by third parties, who

may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy,

data protection or information security may be interpreted and applied in a manner that is inconsistent with DocGo’s practices

or those of third parties who transmit PHI and other PII or confidential information to it.

Additionally, as a business associate

under HIPAA, DocGo may also be liable for privacy and security breaches of PHI and certain similar failures of DocGo’s subcontractors.

Even though DocGo contractually requires its subcontractors to safeguard protected health information as required by law, DocGo

still has limited control over their actions and practices.

If DocGo or these third parties are found to have violated such laws,

rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change

its or their practices, or criminal charges, which could adversely affect DocGo’s business.

Complying with these various

laws and regulations could cause DocGo to incur substantial costs or require it to change its business practices, systems and

compliance procedures in a manner adverse to its business.

publishes statements to its patients and partners that describe how it handles and protects PHI.

If federal or state regulatory

authorities or private litigants consider any portion of these statements to be untrue, DocGo may be subject to claims of deceptive

practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to

investigations, defending against litigation, settling claims and complying with regulatory or court orders.

also sends short message service, or SMS, text messages to potential end users who are eligible to use its service through certain

customers and partners.

While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state

regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, form of consents it obtains

or its SMS texting practices, are not adequate.

These SMS texting campaigns are potential sources of risk for class action

lawsuits and liability for DocGo.

Numerous class action suits under federal and state laws have been filed in the past year against

companies who conduct SMS texting programs, with many resulting in multimillion-dollar settlements to the plaintiffs.

future such litigation against DocGo could be costly and time-consuming to defend.

failure to comply with HIPAA or similar laws and regulations and the consequences of such non-compliance could have a material

adverse impact on DocGo’s business, financial condition and results of operations.

DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth,

DocGo’s business may be harmed.

unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy are possible.

Federal, state and local legislative bodies frequently pass legislation and promulgate regulations that affect the healthcare

As has been the trend in the past decade with healthcare reform, it is reasonable to assume that there will continue

to be increased government oversight and regulation of the healthcare industry in the future, particularly in times of changing

political, regulatory and other influences.

DocGo cannot provide any assurances regarding the ultimate content, timing or effect

of any new healthcare legislation or regulations, nor is it possible at this time to estimate the impact of potential new legislation

or regulations on its business.

It is possible that future legislation enacted by Congress or state legislatures, or regulations

promulgated by regulatory authorities at the federal or state level, could adversely affect DocGo’s current or future business.

The extent to which a jurisdiction considers particular actions or relationships to comply with the applicable legal requirements

is also subject to evolving interpretations by medical boards and state attorneys general, among others, each with broad discretion.

It is possible that the changes to the Medicare, Medicaid or other governmental healthcare program reimbursements may serve as

precedent to possible changes in other payors’ reimbursement policies in a manner adverse to DocGo.

Similarly, changes in

private payor reimbursements could lead to adverse changes in Medicare, Medicaid and other governmental healthcare programs.

one example, the telehealth industry is still relatively young and DocGo’s ability to provide its telehealth solutions is

directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and

healthcare delivery in the applicable jurisdictions and more broadly.

A few states have imposed different, and, in some cases,

additional, standards regarding the provision of services via telehealth.

State medical boards have also established new rules

or interpreted existing rules in their respective states in a manner that has limited the way telehealth services can be provided.

Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on

the delivery of telehealth services, it is uncertain how long the relaxed policies will remain in effect, and there can be no

guarantee that once the COVID-19 pandemic subsides or ends that such restrictions will not be reinstated or changed in a

way that adversely affects DocGo’s current or future telehealth offerings.

DocGo must monitor its compliance with law in every jurisdiction in which it operates, on an ongoing basis.

While DocGo believes

that it has structured its contracts and operations in material compliance with applicable healthcare laws and regulations, the

healthcare laws and regulations applicable to DocGo may be amended or interpreted in new or different ways that are adverse to

DocGo and new laws and regulations adverse to DocGo’s current or future business may be adopted in the future.

be no assurance that DocGo will be able to successfully address changes in the current regulatory environment or new laws and

regulations that may be implemented in the future, or that practices which are compliant now will continue to be so in the future.

Any failure to comply with any changes to or new developments in the healthcare regulatory environment could have a material adverse

effect on DocGo’s business, financial condition and results of operations.

must be properly enrolled in governmental healthcare programs before it can receive reimbursement for services, and there may

be delays in the enrollment process.

time DocGo expands into a new market, whether organically or by way of acquisition, DocGo must enroll the new operations under

DocGo’s applicable group identification number for Medicare and Medicaid programs and for certain managed care and private

insurance programs before DocGo can receive reimbursement for services rendered to beneficiaries of those programs.

The estimated

time to receive approval for the enrollment is sometimes difficult to predict.

respect to Medicare, providers can retrospectively bill Medicare for services provided 30 days prior to the effective date

of the enrollment.

In addition, the enrollment rules provide that the effective date of the enrollment will be the later of the

date on which the enrollment application was filed and approved by the Medicare contractor, or the date on which the provider

began providing services.

If DocGo is unable to complete the enrollment process within the 30 days after the commencement

of services, DocGo will be precluded from billing Medicare for any services which were provided to a Medicare beneficiary more

than 30 days prior to the effective date of the enrollment.

With respect to Medicaid, new enrollment rules and whether a

state will allow providers to retrospectively bill Medicaid for services provided prior to submitting an enrollment application

varies by state.

Failure to timely enroll could reduce DocGo’s total revenues and have a material adverse effect on the

business, financial condition or results of operations.

Affordable Care Act, as currently structured, added additional enrollment requirements for Medicare and Medicaid, which have been

further enhanced through implementing regulations and increased enforcement scrutiny.

Every enrolled provider must revalidate

its enrollment at regular intervals and must update the Medicare contractors and many state Medicaid programs with significant

changes on a timely basis.

If DocGo fails to provide sufficient documentation as required to maintain its enrollment, Medicare

and Medicaid could deny continued future enrollment or revoke DocGo’s enrollment and billing privileges.

requirements for enrollment, licensure, certification and accreditation may include notification or approval in the event of a

transfer or change of ownership or certain other changes.

Other agencies or payors with which DocGo has contracts may have similar

requirements, and some of these processes may be complex.

Failure to provide required notifications or obtain necessary approvals

may result in the delay or inability to complete an acquisition or transfer, loss of licensure, lapses in reimbursement or other

While DocGo makes reasonable efforts to substantially comply with these requirements, it cannot assure you that the

agencies that administer these programs or have awarded DocGo contracts will not find that DocGo has failed to comply in some

material respects.

A finding of non-compliance and any resulting payment delays, refund demands or other sanctions could

have a material adverse effect on DocGo’s business, financial condition or results of operations.

in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on

generates a significant amount of revenues from Medicare, either directly or through Medicare Advantage (“MA”) plans,

particularly in its healthcare transportation segment.

Medicare revenues represent approximately 22.4% and 6.4% of DocGo’s

revenues for the years ended December 31, 2020 and 2021, respectively.

In addition, many private payors base their reimbursement

rates on the published Medicare rates or are themselves reimbursed by Medicare for the services DocGo provides.

As a result, DocGo’s

results of operations are, in part, dependent on government funding levels for Medicare programs and any changes that limit or

reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under

programs, reductions in funding of programs, expansion of benefits without adequate funding or elimination of coverage for certain

benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and results

of operations.

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 funding restrictions,

all of which may materially adversely affect the rates at which Medicare reimburses DocGo for its services.

Budget pressures often

cause the federal government to reduce or place limits on reimbursement rates under Medicare.

Implementation of these and other

types of measures could result in substantial reductions in DocGo’s revenues and operating margins.

For example, due to

the federal sequestration, an automatic 2% reduction in Medicare spending took effect beginning in April 2013.

Act, which was signed into law on March 27, 2020, designed to provide financial support and resources to individuals and

businesses affected by the COVID-19 pandemic, temporarily suspended these reductions from May 1, 2020 through March 31,

2021, and extended the sequester by one year, through 2030.

year, the Centers for Medicare and Medicaid Services (“CMS”) issues a final rule to establish the MA benchmark payment

rates for the following calendar year.

Reductions to MA rates impacting DocGo may be greater than the industry average rate and

the final impact of the MA rates can vary from any estimate DocGo may have.

In addition, CMS may change the rules governing the

Medicare program, including those governing reimbursement.

Reductions in reimbursement rates or the scope of services being reimbursed

data protection and information security creates significant compliance issues for DocGo and potentially restricts its ability to collect,

use and disclose data and can expose it to additional expense, adverse publicity and liability.

There is ongoing concern from

privacy advocates, regulators and others regarding data protection and privacy issues, and the number of jurisdictions with data protection

and privacy laws has been increasing.

In addition, the scope of protection afforded to data subjects by many of these data protection

and privacy laws has been increasing.

There are also ongoing public policy discussions regarding whether the standards for deidentified,

anonymous or pseudonymized health information are sufficient, and whether the risk of re-identification is sufficiently small to

adequately protect patient privacy.

These trends may lead to further restrictions on the use of this and similar categories of information.

These initiatives or future initiatives could compromise DocGo’s ability to access and use data or to develop or market current

or future services.

While DocGo has implemented

data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection,

some PHI and other PII or confidential information is transmitted to or from DocGo by third parties, who may not implement adequate security

and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection or information security

may be interpreted and applied in a manner that is inconsistent with DocGo’s practices or those of third parties who transmit PHI

and other PII or confidential information to DocGo.

Additionally, as a business associate under HIPAA, DocGo may also be liable for privacy

and security breaches of PHI and certain similar failures of DocGo’s subcontractors.

Even though DocGo contractually requires its

subcontractors to safeguard protected health information as required by law, DocGo has limited control over their actions and practices.

If DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines,

orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s

Complying with these various laws and regulations could cause DocGo to incur substantial costs or require it to change its business

practices, systems and compliance procedures in a manner adverse to its business.

DocGo publishes statements

to its patients and partners that describe how it handles and protects PHI.

If federal or state regulatory authorities or private

litigants consider any portion of these statements to be untrue, DocGo may be subject to claims of deceptive practices, which could lead

to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation,

settling claims and complying with regulatory or court orders.

DocGo also sends short message

service, or SMS, text messages to potential end users who are eligible to use its service through certain customers and partners.

DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private

litigants may claim that the notices and disclosures DocGo provides, form of consents it obtains or its SMS texting practices, are not

These SMS texting campaigns are potential sources of risk for class action lawsuits and liability for DocGo.

number of class action suits under federal and state laws have been filed in the past year against companies who conduct SMS texting programs,

which have resulted in or may result in multimillion-dollar settlements to the plaintiffs.

Any future such litigation against DocGo

could be costly and time-consuming to defend.

Any failure to comply with

HIPAA or similar laws and regulations and the consequences of such non-compliance could have a material adverse impact on DocGo’s

business, financial condition and results of operations.

If DocGo does not effectively adapt to changes

in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed.

The unpredictability of the

healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy are possible.

Federal, state and local

legislative bodies frequently pass legislation and promulgate regulations that affect the healthcare industry.

As has been the trend in

the past decade with healthcare reform, it is reasonable to assume that there will continue to be increased government oversight and regulation

of the healthcare industry in the future, particularly in times of changing political, regulatory and other influences.

DocGo cannot provide

any assurances regarding the ultimate content, timing or effect of any new healthcare legislation or regulations, nor is it possible at

this time to estimate the impact of potential new legislation or regulations on its business.

It is possible that future legislation enacted

by Congress or state legislatures, or regulations promulgated by regulatory authorities at the federal or state level, could adversely

affect DocGo’s current or future business.

The extent to which a jurisdiction considers particular actions or relationships to comply

with the applicable legal requirements is also subject to evolving interpretations by medical boards and state attorneys general, among

others, each with broad discretion.

It is possible that the changes to the Medicare, Medicaid or other governmental healthcare program

reimbursements may serve as precedent to possible changes in other payors’ reimbursement policies in a manner adverse to DocGo.

Similarly, changes in private payor reimbursements could lead to adverse changes in Medicare, Medicaid and other governmental healthcare

As one example, the telehealth

industry is still relatively young and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development

and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions

and more broadly.

A few states have imposed different, and, in some cases, additional, standards regarding the provision of services via

State medical boards have also established new rules or interpreted existing rules in their respective states in a manner

that has limited the way telehealth services can be provided.

Although the Covid-19 pandemic has led to the relaxation of certain

Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services, it is uncertain how long the relaxed policies

will remain in effect, particularly with the Public Health Emergency (“PHE”) expected to end on May 11, 2023.

no guarantee that upon expiration of the PHE such restrictions will not be reinstated or changed in a way that adversely affects DocGo’s

current or future telehealth offerings.

Accordingly, DocGo must monitor

its compliance with law in every jurisdiction in which it operates, on a regular basis.

While DocGo believes that it has structured its

contracts and operations in material compliance with applicable healthcare laws and regulations, the healthcare laws and regulations applicable

to DocGo may be amended or interpreted in new or different ways that are adverse to DocGo and new laws and regulations adverse to DocGo’s

current or future business may be adopted in the future.

There can be no assurance that DocGo will be able to successfully address changes

in the current regulatory environment or new laws and regulations that may be implemented in the future, or that practices which are compliant

now will continue to be so in the future.

Any failure to comply with any changes to or new developments in the healthcare regulatory environment

could have a material adverse effect on DocGo’s business, financial condition and results of operations.

and federal efforts to reduce Medicaid spending could adversely affect DocGo.

DocGo must be properly enrolled in governmental

healthcare programs before it can receive reimbursement for services, and there may be delays in the enrollment process.

Each time DocGo expands into

a new market, whether organically or by way of acquisition, DocGo must enroll the new operations under DocGo’s applicable group

identification number for Medicare and Medicaid programs and for certain managed care and private insurance programs before DocGo is eligible

to receive reimbursement for services rendered to beneficiaries of those programs.

The estimated time to receive approval for the enrollment

is sometimes difficult to predict.

With respect to Medicare,

providers can retrospectively bill Medicare for services provided 30 days prior to the effective date of the enrollment.

the enrollment rules provide that the effective date of the enrollment will be the later of the date on which the enrollment application

was filed and approved by the Medicare contractor, or the date on which the provider began providing services.

If DocGo is unable to complete

the enrollment process within the 30 days after the commencement of services, DocGo will be precluded from billing Medicare for any

services which were provided to a Medicare beneficiary more than 30 days prior to the effective date of the enrollment.

to Medicaid, new enrollment rules and whether a state will allow providers to retrospectively bill Medicaid for services provided prior

to submitting an enrollment application varies by state.

Failure to timely enroll could reduce DocGo’s total revenues and have a

material adverse effect on the business, financial condition or results of operations.

The Affordable Care Act, as

currently structured, added additional enrollment requirements for Medicare and Medicaid, which have been further enhanced through implementing

regulations and increased enforcement scrutiny.

Every enrolled provider must revalidate its enrollment at regular intervals and must update

the Medicare contractors and many state Medicaid programs with significant changes on a timely basis.

If DocGo fails to provide sufficient

documentation as required to maintain its enrollment, Medicare and Medicaid could deny continued future enrollment or revoke DocGo’s

enrollment and billing privileges.

The requirements for enrollment,

licensure, certification and accreditation may include notification or approval in the event of a transfer or change of ownership or certain

other changes.

Other agencies or payors with which DocGo has contracts may have similar requirements, and some of these processes may

Failure to provide required notifications or obtain necessary approvals may result in the delay or inability to complete an

acquisition or transfer, loss of licensure, lapses in reimbursement or other penalties.

While DocGo makes reasonable efforts to substantially

comply with these requirements, it cannot assure you that the agencies that administer these programs or have awarded DocGo contracts

will not find that DocGo has failed to comply in some material respects.

A finding of non-compliance and any resulting payment delays,

refund demands or other sanctions could have a material adverse effect on DocGo’s business, financial condition or results of operations.

Reductions in Medicare reimbursement rates

or changes in the rules governing the Medicare program could have a material adverse effect on DocGo.

generates a significant amount of revenues from Medicare, either directly or through Medicare Advantage (“MA”) plans, particularly

in its healthcare transportation segment.

Medicare revenues represent approximately 6.6% and 7.6% of DocGo’s revenues for the years

ended December 31, 2021 and 2022, respectively.

many private payors base their reimbursement rates on the published Medicare rates or are themselves reimbursed by Medicare for the services

DocGo provides.

As a result, DocGo’s results of operations are, in part, dependent on government funding levels for Medicare programs

and any changes that limit or reduce MA or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement

amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding or elimination of coverage

for certain benefits or for certain individuals, could have a material adverse effect on DocGo’s business, financial condition and

results of operations.

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 funding restrictions, all of which may materially adversely

affect the rates at which Medicare reimburses DocGo for its services.

Budget pressures often cause the federal government to reduce or

place limits on reimbursement rates under Medicare.

Implementation of these and other types of measures could result in substantial reductions

in DocGo’s revenues and operating margins.

For example, due to the federal sequestration, an automatic 2% reduction in Medicare

spending took effect beginning in April 2013.

Although temporarily paused/reduced from May 1, 2020 through June 30, 2022 due to The

Cares Act, which was signed into law on March 27, 2020, and designed to provide financial support and resources to individuals and

business affected by the COVID-19 pandemic, the 2% reduction was reimposed as of July 1, 2022.

Each year, the Centers for

Medicare and Medicaid Services (“CMS”) issues a final rule to establish the MA benchmark payment rates for the following calendar

Reductions to MA rates impacting DocGo may be greater than the industry average rate and the final impact of the MA rates can vary

from any estimate DocGo may have.

In addition, CMS may change the rules governing the Medicare program, including those governing reimbursement.

Reductions in reimbursement rates or the scope of services being reimbursed could have a material adverse effect on DocGo’s business,

financial condition and results of operations.

State and federal efforts to reduce Medicaid

spending could adversely affect DocGo.

of DocGo’s customers who are individuals are dual-eligible, meaning their coverage comes from both Medicare and Medicaid.

As a result, a small portion of DocGo’s revenue comes from Medicaid, accounting for approximately 4.8% and 1.4% of revenue

for the years ended December 31, 2020 and 2021, respectively.

Medicaid is a joint federal-state program purchasing

healthcare services for the low income and indigent as well as certain higher income individuals with significant health needs.

a small portion of DocGo’s revenue comes from Medicaid, accounting for approximately 1.1% and 1.8% of revenue for the years

ended December 31, 2021 and 2022, respectively.

a joint federal-state program purchasing healthcare services for the low income and indigent as well as certain higher income individuals

with significant health needs.

Under broad federal criteria, states establish rules for eligibility, services and payment.

Medicaid is a state-administered program

financed by both state funds and matching federal funds.

Medicaid spending has increased rapidly in recent years, becoming

a significant component of state budgets.

This, combined with slower state revenue growth, has led both the federal government

and many states to institute measures aimed at controlling the growth of Medicaid spending, and in some instances reducing aggregate

Medicaid spending.

example, a number of states have adopted or are considering legislation designed to reduce their Medicaid expenditures, such as

financial arrangements commonly referred to as provider taxes.

Under provider tax arrangements, states collect taxes from healthcare

providers and then use the revenue to pay the providers as a Medicaid expenditure, which allows the states to then claim additional

federal matching funds on the additional reimbursements.

Current federal law provides for a cap on the maximum allowable provider

tax as a percentage of the provider’s total revenue.

There can be no assurance that federal law will continue to provide

matching federal funds on state Medicaid expenditures funded through provider taxes, or that the current caps on provider taxes

will not be reduced.

Any discontinuance or reduction in federal matching of provider tax-related Medicaid expenditures could

have a significant and adverse effect on states’ Medicaid expenditures, and as a result could have an adverse effect on

DocGo’s business, financial condition and results of operations.

as part of the movement to repeal, replace or modify the Health Care Reform Law and as a means to reduce the federal budget deficit,

there are renewed congressional efforts to move Medicaid from an open-ended program with coverage and benefits set by the

federal government to one in which states receive a fixed amount of federal funds, either through block grants or per capita caps,

and have more flexibility to determine benefits, eligibility or provider payments.

If those changes are implemented, DocGo cannot

predict whether the amount of fixed federal funding to the states will be based on current payment amounts, or if it will be based

on lower payment amounts, which would negatively impact those states that expanded their Medicaid programs in response to the

Health Care Reform Law.

expects these state and federal efforts to continue for the foreseeable future.

The Medicaid program and its reimbursement rates

and rules are subject to frequent change at both the federal and state level.

These include statutory and regulatory changes,

rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions,

all of which may materially adversely affect the rates at which DocGo’s services are reimbursed by state Medicaid plans.

has been and could become the subject of federal and state investigations and compliance reviews.

in the broader healthcare industry are subject to a high level of scrutiny by various governmental agencies and their agents.

Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous

ongoing investigations of healthcare companies, as well as their executives and managers.

These investigations relate to a wide

variety of topics, including referral and billing practices.

For example, to enforce compliance with the federal laws, DOJ and

the OIG have established national enforcement initiatives that focus on specific billing practices or other suspected areas of

Given the significant size of actual and potential settlements, it is expected that the government will continue to devote

substantial resources to investigating healthcare providers’ compliance, including compliance with the healthcare reimbursement

rules and fraud and abuse laws.

DocGo is also required to conduct periodic internal audits in connection with its third-party relationships

and receives repayment demands from third-party payors based on allegations that its services were not medically necessary,

a state-administered program financed by both state funds and matching federal funds.

Medicaid spending has increased rapidly in

recent years, becoming a significant component of state budgets.

This, combined with slower state revenue growth, has led both the

federal government and many states to institute measures aimed at controlling the growth of Medicaid spending, and in some instances reducing

aggregate Medicaid spending.

For example, a number of states

have adopted or are considering legislation designed to reduce their Medicaid expenditures, such as financial arrangements commonly referred

to as provider taxes.

Under provider tax arrangements, states collect taxes from healthcare providers and then use the revenue to pay

the providers as a Medicaid expenditure, which allows the states to then claim additional federal matching funds on the additional reimbursements.

Current federal law provides for a cap on the maximum allowable provider tax as a percentage of the provider’s total revenue.

can be no assurance that federal law will continue to provide matching federal funds on state Medicaid expenditures funded through provider

taxes, or that the current caps on provider taxes will not be reduced.

Any discontinuance or reduction in federal matching of provider

tax-related Medicaid expenditures could have a significant and adverse effect on states’ Medicaid expenditures, and as a result

could have an adverse effect on DocGo’s business, financial condition and results of operations.

Also, as part of the movement

to repeal, replace or modify the Health Care Reform Law and as a means to reduce the federal budget deficit, there are renewed congressional

efforts to move Medicaid from an open-ended program with coverage and benefits set by the federal government to one in which states

receive a fixed amount of federal funds, either through block grants or per capita caps, and have more flexibility to determine benefits,

eligibility or provider payments.

If those changes are implemented, DocGo cannot predict whether the amount of fixed federal funding to

the states will be based on current payment amounts, or if it will be based on lower payment amounts, which would negatively impact those

states that expanded their Medicaid programs in response to the Health Care Reform Law.

DocGo expects these state

and federal efforts to continue for the foreseeable future.

The Medicaid program and its reimbursement rates and rules are subject to

frequent change at both the federal and state level.

These include statutory and regulatory changes, rate adjustments (including retroactive

adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the

rates at which DocGo’s services are reimbursed by state Medicaid plans.

DocGo could become the subject of federal

and state investigations and compliance reviews.

Companies in the broader healthcare

industry are subject to a high level of scrutiny by various governmental agencies and their agents.

Both federal and state government

agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare

companies, as well as their executives and managers.

These investigations relate to a wide variety of topics, including referral and billing

For example, to enforce compliance with the federal laws, the U.S.

Department of Justice and the Office of Inspector General

have established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse.

significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources

to investigating healthcare providers’ compliance, including compliance with the healthcare reimbursement rules and fraud and abuse

DocGo is also required to conduct periodic internal audits in connection with its third-party relationships and, in the ordinary

course of business receives repayment demands from third-party payors based on allegations that its services were not medically necessary,

were billed at an improper level or otherwise violated applicable billing requirements that require investigation.

Further, DocGo

periodically conducts internal reviews of its regulatory compliance.

Although to date none historically have, an investigation

or audit of DocGo, its executives or its managers, whether by the government and its agents, a third-party or DocGo itself,

could result in significant expense to the company, adverse publicity and divert management’s attention from DocGo’s

business, regardless of the outcome, and could result in significant fines, penalties and other sanctions, any of which could

have a material adverse effect on DocGo’s business, financial condition and results of operations.

business practices may be found to constitute illegal fee-splitting or corporate practice of medicine, which may lead to penalties

and could adversely affect DocGo’s business.

states have laws that prohibit business corporations such as DocGo from practicing medicine, employing physicians, exercising

control over medical judgments or decisions of physicians or other health care professionals (such as EMTs and nurses), or engaging

in certain business arrangements such as fee-splitting, with each of the foregoing activities collectively referred to as the

“corporate practice of medicine.” In some states these prohibitions are expressly stated in a statute or regulation,

while in other states the prohibition is a matter of judicial or regulatory interpretation.

Many of the states in which DocGo

currently operates generally prohibit the corporate practice of medicine, and other states may as well, including those into which

DocGo may expand in the future.

state laws and regulations and administrative and judicial decisions that enumerate the specific corporate practice of medicine

rules vary considerably from state to state and have been subject to limited judicial or regulatory interpretations.

and regulations are enforced by both the courts and government agencies, each with broad discretion.

Courts, government agencies

or other parties, including physicians, may assert that DocGo is engaged in the unlawful corporate practice of medicine.

penalties for violations of the corporate practice of medicine vary from state to state, as a result of such allegations, DocGo

could be subject to civil and criminal penalties, its contracts could be found legally invalid and unenforceable, in whole or

in part, or DocGo could be required to restructure its contractual arrangements entirely.

If found to be engaged in the corporate

practice of medicine, DocGo may not be able to restructure its operations or its contractual arrangements on favorable terms or

Any failure to comply with these laws and regulations regarding the corporate practice of medicine and the consequences

of such non-compliance could have a material adverse impact on DocGo’s business, financial condition and results of

believes its business is structured to comply with the applicable regulations governing fee-splitting and the corporate practice

of medicine in the states where it generates revenue;

however, in many cases and as noted above, these laws and regulations applicable

to DocGo are subject to limited or evolving interpretations, and there can be no assurances that a review of DocGo’s business

or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

Risks Relating to Ownership of Common Stock and Warrants

may delist DocGo’s securities from trading on its exchange, which could limit investors’ ability to make transactions

in its securities and subject DocGo to additional trading restrictions.

Stock and Public Warrants are listed on Nasdaq under the symbols “DCGO” and “DCGOW,” respectively.

will be required to meet continued listing requirements for its securities to continue to be listed on Nasdaq, including having

a minimum number of public securities holders and a minimum stock price.

We cannot assure you that DocGo will continue to meet

those listing requirements in the future.

Nasdaq delists DocGo’s securities from trading on its exchange and DocGo is not able to list its securities on another national

securities exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could

face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that the Common Stock is a “penny stock” which will require brokers trading in Common Stock to adhere to more

stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from

regulating the sale of certain securities, which are referred to as “covered securities.” Since Common Stock and Public

Warrants are listed on Nasdaq, they are covered securities.

Although the states are preempted from regulating the sale of covered

securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and if there

is a finding of fraudulent activity, the states can regulate or bar the sale of covered securities in a particular case.

DocGo is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

DocGo was no longer listed on Nasdaq, its securities would not be covered securities and it would be subject to regulation in

each state in which it offers its securities.

active, liquid trading market for our securities may not develop, which may limit your ability to sell your securities.

active trading market for our securities may never develop or be sustained.

A public trading market having the desirable characteristics

of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence

being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control.

failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value

of our Common Stock and Warrants.

An inactive market may also impair our ability to raise capital to continue to fund operations

by issuing securities and may impair our ability to acquire other companies or technologies by using our securities as consideration.

there are no current plans to pay cash dividends on 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.

intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any

cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on shares of Common Stock will

be at the sole discretion of DocGo’s board of directors.

DocGo’s board of directors may take into account general and economic

conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash

needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to

its stockholders or by its subsidiaries to it and such other factors as DocGo’s board of directors may deem relevant.

DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding indebtedness and may be limited

by covenants of any future indebtedness DocGo incurs.

As a result, you may not receive any return on an investment in Common Stock unless

you sell Common Stock for a price greater than that which you paid for it.

securities analysts do not publish research or reports about DocGo’s business or if they downgrade the Common Stock or DocGo’s

sector, DocGo’s stock price and trading volume could decline.

trading market for Common Stock will rely in part on the research and reports that industry or financial analysts publish about

DocGo or its business.

DocGo will not control these analysts.

In addition, some financial analysts may have limited expertise

with DocGo’s model and operations.

Furthermore, if one or more of the analysts who do cover DocGo downgrade its stock or

industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its business, the price

of Common Stock could decline.

If one or more of these analysts cease coverage of DocGo or fail to publish reports on it regularly,

DocGo could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.

sales, or the perception of future sales, by DocGo or its stockholders in the public market could cause the market price for Common

Stock to decline.

sale of shares of Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing

market price of shares of Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult

for DocGo to sell equity securities in the future at a time and at a price that it deems appropriate.

holders of our Common Stock and Warrants have entered into the lock-up and escrow agreements in connection with the Business

The counterparties to these agreements may, in certain instances, without notice, release all or any portion of the

securities subject to these lock-up and escrow agreements.

See the section entitled “ Securities Eligible for Future

Sale ” for a description of these lock-up and escrow agreements.

Upon the expiration or waiver of the lock-ups and

escrows described above, shares held by the Sponsor and certain other stockholders of DocGo will be eligible for resale, subject

to volume, manner of sale and other limitations under Rule 144, when such rule becomes applicable to DocGo.

pursuant to the A&R Registration Rights Agreement, the New Holders, Sponsor, and certain other stockholders have the right,

subject to certain conditions, to require DocGo to register the sale of their shares of Common Stock under the Securities Act.

By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market

price of Common Stock to decline.

The shares covered by the A&R Registration Rights Agreement represent approximately 15.7%

of outstanding Common Stock.

restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of Common Stock

could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them.

factors could also make it more difficult for DocGo to raise additional funds through future offerings of DocGo’s shares

of Common Stock or other securities.

currently has an aggregate of 6,366,638 Warrants outstanding, which became exercisable on December 5, 2021, provided that there is an

effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and

a current prospectus relating to them is available.

DocGo has agreed to use reasonable best efforts to file such registration statement

within 15 business days and have it declared effective within 60 business days after the consummation of the Transactions.

issuance of shares of Common Stock upon the exercise of Warrants could result in dilution to DocGo’s stockholders.

In addition, the shares of Common Stock reserved for future issuance

under DocGo’s equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to

provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale

applicable to affiliates under Rule 144, as applicable.

The number of shares of Common Stock reserved for future issuance under its

equity incentive plans, including Substitute Options, represents approximately 24.5% of outstanding Common Stock.

The compensation committee

of DocGo’s board of directors may determine the exact number of shares to be reserved for future issuance under its equity incentive

plans at its discretion.

DocGo has filed a Form S-8 under the Securities Act to register shares of Common Stock and securities

convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan, and may file additional

registration statements on Form S-8 in the future.

Any such Form S-8 registration statements will automatically become effective

Accordingly, shares registered under such registration statements will be available for sale in the open market.

the future, DocGo may also issue its securities in connection with investments or acquisitions.

The amount of shares of Common

Stock issued in connection with an investment or acquisition could constitute a material portion of DocGo’s then-outstanding shares

of Common Stock.

Any issuance of additional securities in connection with investments or acquisitions may result in additional

dilution to DocGo’s stockholders.

Anti-takeover

provisions in DocGo’s organizational documents could delay or prevent a change of control.

provisions of the Charter and the Bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition,

tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest,

including those attempts that might result in a premium over the market price for the shares held by DocGo’s stockholders.

provisions provide for, among other things:

ability of DocGo’s board of directors to issue one or more series of preferred stock;

notice for nominations of directors by stockholders and for stockholders to include matters to be considered at DocGo’s annual

limitations on convening special stockholder meetings;

the ability of stockholders to act by written consent;

board of directors to have the express authority to make, alter or repeal the Bylaws.

anti-takeover provisions could make it more difficult for a third party to acquire DocGo, even if the third party’s

offer may be considered beneficial by many of DocGo’s stockholders.

As a result, DocGo’s stockholders may be limited

in their ability to obtain a premium for their shares.

These provisions could also discourage proxy contests and make it more

difficult for you and other stockholders to elect directors of your choosing and to cause DocGo to take other corporate actions

Further, DocGo periodically

conducts internal reviews of its regulatory compliance.

To date no investigation or audit of DocGo, its executives or its managers has

occurred, whether by the government and its agents, a third-party or DocGo itself.

However, should such an investigation or audit

occur, it could result in significant expense to DocGo in addition to adverse publicity and diversion of the management’s attention

from DocGo’s business regardless of the outcome.

Any adverse findings against DocGo could result in significant fines, penalties

and other sanctions, any of which could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo’s business practices may be

found to constitute illegal fee-splitting or corporate practice of medicine, which may lead to penalties and could adversely affect DocGo’s

Many states have laws that

prohibit business corporations such as DocGo from practicing medicine, employing physicians, exercising control over medical judgments

or decisions of physicians or other health care professionals (such as EMTs and nurses), or engaging in certain business arrangements

such as fee-splitting, with each of the foregoing activities collectively referred to as the “corporate practice of medicine.”

In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of

judicial or regulatory interpretation.

Many of the states in which DocGo currently operates generally prohibit the corporate practice

of medicine, and other states may as well, including those into which DocGo may expand in the future.

The state laws and regulations

and administrative and judicial decisions that enumerate the specific corporate practice of medicine rules vary considerably from state

to state and have been subject to limited judicial or regulatory interpretations.

These laws and regulations are enforced by both the

courts and government agencies, each with broad discretion.

Courts, government agencies or other parties, including physicians, may assert

that DocGo is engaged in the unlawful corporate practice of medicine.

While penalties for violations of the corporate practice of medicine

vary from state to state, as a result of such allegations, DocGo could be subject to civil and criminal penalties, its contracts could

be found legally invalid and unenforceable, in whole or in part, or DocGo could be required to restructure its contractual arrangements

If found to be engaged in the corporate practice of medicine, DocGo may not be able to restructure its operations or its contractual

arrangements on favorable terms or at all.

Any failure to comply with these laws and regulations regarding the corporate practice of medicine

and the consequences of such non-compliance could have a material adverse impact on DocGo’s business, financial condition and

results of operations.

DocGo believes its business

is structured to comply with the applicable regulations governing fee-splitting and the corporate practice of medicine in the states

where it generates revenue;

however, in many cases and as noted above, these laws and regulations applicable to DocGo are subject to limited

or evolving interpretations, and there can be no assurances that a review of DocGo’s business or operations by a court, law enforcement

or a regulatory authority might result in a determination of non-compliance.

Risks Related to DocGo’s Indebtedness

DocGo’s future indebtedness could

require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available

for other general corporate purposes and other business opportunities, which could adversely affect DocGo’s operating performance,

growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy

all of its obligations under its future indebtedness.

As of December 31, 2022, DocGo

did not have any amounts outstanding under a credit agreement (the “Credit Agreement”), dated as of November 1, 2022, among

DocGo, the lender parties thereto, and Citibank, N.A., as administrative agent (the “Agent”).

The Credit Agreement provides

for a revolving credit facility in the initial aggregate principal amount of $90 million (the “Revolving Facility”).

under the Revolving Facility bear interest at a per annum rate equal to:

(i) at DocGo’s option, the (x) the base rate or (y) the

adjusted term SOFR rate, plus (ii) the applicable margin.

DocGo is also required to pay a commitment fee to the lenders under the Revolving

Facility in respect of any unutilized commitments thereunder.

DocGo’s future indebtedness, including future borrowings under the

Credit Agreement or similar future arrangements, could require that it dedicate a portion of its cash flows to debt service payments.

DocGo’s future indebtedness

could reduce the funds that would otherwise be available for operations, future business opportunities and payments of its future debt

obligations and could limit its ability to:

● obtain additional financing, if necessary, for

working capital and operations, or such financing may not be available on favorable terms;

● make needed capital expenditures;

● make strategic acquisitions or investments or

enter into joint ventures;

● react to changes or withstand a future downturn

in its business, the industry or the economy in general;

● meet expected demand growth, budget targets and

forecasts of future results;

● engage in business activities, including future

opportunities that may be in its interest;

● react to competitive pressures or compete with

competitors with less debt.

These limitations could adversely

affect its operating performance, growth, profitability and financial condition, which would make it more difficult for it to generate

cash flow sufficient to satisfy its obligations under its future indebtedness.

DocGo’s future ability

to make scheduled payments on its future debt obligations also depends on its then-current financial condition, results of operations

and capital resources, which are subject to, among other things:

the business, financial, economic, industry, competitive, regulatory

and other factors discussed in these risk factors, and on other factors, some of which are beyond its control, including:

capital expenditures it makes, including those for acquisitions, if any;

its debt service requirements;

fluctuations in its working capital

its ability to borrow funds and access capital markets;

and restrictions on debt service payments and its ability to make working

capital borrowings for future debt service payments contained in the Credit Agreement.

If DocGo is unable to generate sufficient cash flow to permit it to

meet its future debt obligations under the Credit Agreement or any future arrangements, then it would be in default and, in the case of

the Credit Agreement, the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

If its future indebtedness

were to be accelerated, there can be no assurance that DocGo would have, or be able to obtain, sufficient funds to repay such future indebtedness

In addition, under the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s lien

on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights.

DocGo might incur future debt, which could

further increase the risks to its financial condition described above.

DocGo may incur significant

additional indebtedness in the future, including off-balance sheet financings, trade credit, contractual obligations and general and

commercial liabilities.

Although the Credit Agreement contains certain restrictions on the incurrence of additional indebtedness, these

restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these

restrictions could be substantial.

These restrictions also would not prevent DocGo from incurring obligations that do not constitute

indebtedness, and additionally it has its borrowing capacity under the Revolving Facility, which as of December 31, 2022, did not have

any borrowings outstanding, and had an available borrowing capacity of approximately $90 million (which is subject to customary borrowing

DocGo may be able to increase the commitments under the Revolving Facility by an additional aggregate principal amount of

up to $50 million.

DocGo’s future debt levels could further exacerbate the related risks to DocGo’s financial condition that

it now faces.

If DocGo is unable to generate sufficient

cash to service its future indebtedness, it may be forced to take other actions to fund the satisfaction of its obligations under its

future indebtedness, which may not be successful.

If DocGo’s cash flow

is insufficient to fund its future debt service obligations, it could face substantial liquidity problems and could be forced to reduce

or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital

or restructure or refinance its future indebtedness.

DocGo may not be able to implement any such alternative measures on commercially

reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its future debt service obligations.

Even if new financing were available, it may be on terms that are less attractive to DocGo than its then-existing indebtedness or it may

not be on terms that are acceptable to DocGo.

In addition, the Credit Agreement restricts DocGo’s ability to dispose of assets and

use the proceeds from those dispositions.

Thus, DocGo may not be able to consummate those dispositions or to obtain proceeds in an amount

sufficient to meet any debt service obligations then due.

If DocGo cannot generate sufficient

cash flow to permit it to meet future payment requirements on its debt, then, under the Credit Agreement, it would be in default and the

Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.

If DocGo’s future indebtedness were to be

accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such future indebtedness in

In addition, in the case of the Credit Agreement, in the event of a default, the Agent could seek foreclosure of the Agent’s

lien on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced

into bankruptcy or liquidation.

The terms of DocGo’s Credit

Agreement and potential future debt arrangements could restrict its current and future operations, particularly its ability to

respond to changes or to take certain actions.

The Credit Agreement imposes

significant operating and financial restrictions on DocGo and may limit its ability to engage in acts that may be in its best interest,

including restrictions on DocGo’s ability to:

● incur or guarantee additional indebtedness;

● pay dividends and make other distributions on, or redeem or repurchase, capital

● make certain investments;

● incur certain liens;

● enter into transactions with affiliates;

● merge or consolidate;

● transfer or sell assets.

Additionally, the Credit Agreement

also requires DocGo to maintain a certain interest coverage ratio and a net leverage ratio.

DocGo’s ability to comply with the covenants

and restrictions contained in the Credit Agreement may be affected by events beyond its control.

If market or other macroeconomic conditions

deteriorate, its ability to comply with these covenants and restrictions may be impaired.

A breach of the covenants

could result in an event of default under the Credit Agreement, which, if not cured or waived, could have a material adverse effect on

DocGo’s business, results of operations and financial condition, including the acceleration of payments as described above.

then-existing indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds

to repay such indebtedness in full.

In addition, in the event of a default, the Agent could seek foreclosure of the Agent’s lien

on the assets of DocGo and its subsidiary guarantors and exercise other customary secured creditor rights, and DocGo could be forced into

bankruptcy or liquidation.

Any future debt arrangements that DocGo may enter into could also impose similar restrictions.

DocGo’s variable rate indebtedness

could subject it to interest rate risk, which could cause its debt service obligations to increase significantly.

Borrowings under the Revolving

Facility are at variable rates of interest and DocGo’s future borrowings under the Revolving Facility could expose DocGo to interest

If interest rates increase, DocGo’s debt service obligations on its future variable rate indebtedness could increase

even though the amount borrowed will remain the same, and DocGo’s net income and operating cash flows, including cash available

for servicing its indebtedness, would correspondingly decrease.

If the financial institutions that are lenders

under the Revolving Facility fail to extend credit under the facility, DocGo’s liquidity and results of operations may be adversely

Each financial institution

that is a lender under the Revolving Facility is responsible on a several but not joint basis for providing a portion of the loans to

be made under the facility.

If any participant or group of participants with a significant portion of the commitments under the Revolving

Facility fails to satisfy its or their respective obligations to extend credit under the facility and DocGo is unable to find a replacement

for such participant or participants on a timely basis (if at all), DocGo’s liquidity may be adversely affected.

In addition, the

lenders under the Revolving Facility may terminate or reduce the Revolving Facility in certain circumstances, which could adversely impact

DocGo’s liquidity and results of operations.

Risks Relating to Ownership of Common Stock

Nasdaq may delist DocGo’s securities

from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject DocGo to additional

trading restrictions.

DocGo’s Common Stock

is listed on Nasdaq under the symbol “DCGO.” DocGo is required to meet continued listing requirements for its securities to

continue to be listed on Nasdaq, including having a minimum number of public securities holders and a minimum stock price.

assure you that it will continue to meet those listing requirements in the future.

If Nasdaq delists DocGo’s

securities from trading on its exchange and DocGo is not able to list its securities on another national securities exchange, DocGo expects

its securities could be quoted on an over-the-counter market.

If this were to occur, it could face significant material adverse consequences,

● a limited availability of market quotations for

its securities;

● reduced liquidity for its securities;

● a determination that the Common Stock is a “penny

stock” which will require brokers trading in Common Stock to adhere to more stringent rules and possibly result in a reduced level

of trading activity in the secondary trading market for its securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities

or obtain additional financing in the future.

Because there are no current plans to pay

cash dividends on 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.

DocGo intends to retain future

earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the

foreseeable future.

The declaration, amount and payment of any future dividends on shares of Common Stock will be at the sole discretion

of the Board.

The Board may take into account general and economic conditions, DocGo’s financial condition and results of operations,

DocGo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions,

implications on the payment of dividends by DocGo to its stockholders or by its subsidiaries to it and such other factors as the Board

may deem relevant.

In addition, DocGo’s ability to pay dividends is limited by covenants of DocGo’s existing and outstanding

indebtedness and may be limited by covenants of any future indebtedness DocGo incurs.

As a result, you may not receive any return on an

investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.

If securities analysts do not publish research

or reports about DocGo’s business or if they downgrade the Common Stock or DocGo’s sector, DocGo’s stock price and trading

volume could decline.

The trading market for

Common Stock relies in part on the research and reports that industry or financial analysts publish about DocGo or its business.

does not control these analysts.

In addition, some financial analysts may have limited expertise with DocGo’s model and operations.

Furthermore, if one or more of the analysts who do cover DocGo downgrade its stock or industry, or the stock of any of its competitors,

or publish inaccurate or unfavorable research about its business, the price of Common Stock could decline.

If one or more of these analysts

cease coverage of DocGo or fail to publish reports on it regularly, DocGo could lose visibility in the market, which in turn could cause

its stock price or trading volume to decline.

Future sales, or the perception of future

sales, by DocGo or its stockholders in the public market could cause the market price for Common Stock to decline.

The sale of shares of Common

Stock in the public market, or the perception that such sales could occur, by senior executives, directors and significant stockholders

could harm the prevailing market price of shares of Common Stock.

These sales, or the possibility that these sales may occur, also might

make it more difficult for DocGo to sell equity securities in the future at a time and at a price that it deems appropriate.

In addition, the shares of

Common Stock reserved for future issuance under DocGo’s equity incentive plans will become eligible for sale in the public market

once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and

manner of sale applicable to affiliates under Rule 144, as applicable.

The number of shares of Common Stock reserved for future issuance

under its equity incentive plans, including Substitute Options, represents approximately 11.5% of outstanding Common Stock as of December

The compensation committee of the Board may determine the exact number of shares to be reserved for future issuance under its

equity incentive plans at its discretion.

DocGo has filed a Form S-8 under the Securities Act to register shares of Common Stock

and securities convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan and

may file additional registration statements on Form S-8 in the future.

Any such Form S-8 registration statements will automatically

become effective upon filing.

Accordingly, shares registered under such registration statements will be available for sale in the open

In the future, DocGo

may also issue its securities in connection with investments or acquisitions.

The amount of shares of Common Stock issued in connection

with an investment or acquisition could constitute a material portion of DocGo’s then-outstanding shares of Common Stock.

issuance of additional securities in connection with investments or acquisitions may result in additional dilution to DocGo’s stockholders.

DocGo’s share repurchase program may subject it to certain

DocGo has adopted a share repurchase program to

repurchase shares of its Common Stock;

however, any future decisions to reduce or discontinue repurchasing its common stock pursuant to

its share repurchase program could cause the market price for its Common Stock to decline.

Although the Board has authorized

the share repurchase program, any determination to execute its share repurchase program will be subject to, among other things, its financial

position and results of operations, available cash and cash flow, capital requirements and other factors, as well as its board of director’s

continuing determination that the repurchase program is in the best interests of its stockholders and is in compliance with all laws and

agreements applicable to the repurchase program.

DocGo’s share repurchase program does not obligate it to acquire any common stock.

If it fails to meet any expectations related to share repurchases, the market price of its Common Stock could decline, and could have

a material adverse impact on investor confidence.

Additionally, price volatility of its Common Stock over a given period may cause the

average price at which DocGo repurchases its Common Stock to exceed the stock’s market price at a given point in time.

DocGo may further increase

or decrease the amount of repurchases of its Common Stock in the future.

Any reduction or discontinuance by DocGo of repurchases of its

Common Stock pursuant to its current share repurchase program could cause the market price of its Common Stock to decline.

the event repurchases of DocGo’s common stock are reduced or discontinued, its failure or inability to resume repurchasing Common

Stock at historical levels could result in a lower market valuation of its Common Stock.

Anti-takeover provisions in DocGo’s

organizational documents could delay or prevent a change of control.

Certain provisions of the

Certificate of Incorporation (as the same may be amended and/or restated from time to time) and the Bylaws (as the same may be amended

and/or restated from time to time) may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender

offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those

attempts that might result in a premium over the market price for the shares held by DocGo’s stockholders.

These provisions provide for,

among other things:

A classified board of directors;

the ability of the Board to issue one or more series of preferred stock;

● advance notice for nominations of directors by

stockholders and for stockholders to include matters to be considered at DocGo’s annual meetings;

● certain limitations on convening special stockholder

● limiting the ability of stockholders to act by

written consent;

● supermajority provisions to amend the bylaws

and certain sections of the certificate of incorporation;

the Board with express authority to make, alter or repeal the Bylaws.

These anti-takeover provisions

could make it more difficult for a third party to acquire DocGo, even if the third party’s offer may be considered beneficial by

many of DocGo’s stockholders.

As a result, DocGo’s stockholders may be limited in their ability to obtain a premium for their

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors

of your choosing and to cause DocGo to take other corporate actions you desire.

See “ Description of Securities.

Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions

and proceedings that may be initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial

forum for disputes with DocGo or its directors, officers, employees or stockholders.

Charter provides that, unless DocGo, in writing, selects or consents to the selection of an alternative forum:

The certificate of incorporation designates

the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be

initiated by stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with DocGo

or its directors, officers, employees or stockholders.

The certificate of incorporation

provides that, unless DocGo, in writing, selects or consents to the selection of an alternative forum:

(a) the sole and exclusive

forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject

to applicable jurisdictional requirements, is the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have,

or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) and (b) the sole

and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by

law, shall be the federal district courts of the United States of America;

provided however, these provisions will not apply to suits

brought to enforce a duty or liability created by the Exchange Act.

For purposes of this provision, internal corporate claims mean

claims, including claims in the right of the Corporation that are based upon a violation of a duty by a current or former director, officer,

employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery.

Any person or entity

purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and

consented to the provisions of this Article.

a result, (1) derivative action or proceeding brought on behalf of DocGo, (2) action asserting a claim of breach of

a fiduciary duty owed by any director, officer, stockholder or employee to DocGo or its stockholders, (3) action asserting

a claim arising pursuant to any provision of the DGCL or the Charter or the Bylaws, or (4) action asserting a claim governed

by the internal affairs doctrine shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery

of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court

or a federal court located within the State of Delaware).

Any person or entity purchasing or otherwise acquiring any interest

in shares of DocGo’s capital stock shall be deemed to have notice of and to have consented to the provisions of the Charter

described above.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that

it finds favorable for disputes with DocGo or its directors, officers or other employees, which may discourage such lawsuits against

DocGo and its directors, officers and employees.

Alternatively, if a court were to find these provisions of the Charter inapplicable

to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, DocGo may incur additional costs

associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial

Charter provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law, subject to

certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to

enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive

forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other

claim for which the federal courts have exclusive jurisdiction.

of stockholders, including the Sponsor, may engage in business activities which compete with DocGo or otherwise conflict with

DocGo’s interests.

Sponsor and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests

in businesses that compete directly or indirectly with DocGo.

The Charter provides that none of the Sponsor, any of its affiliates

or any director who is not employed by DocGo (including any non-employee director who serves as one of DocGo’s officers

in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or

indirectly, in the same business activities or similar business activities or lines of business in which DocGo operates.

also may pursue acquisition opportunities that may be complementary to DocGo’s business and, as a result, those acquisition

opportunities may not be available to DocGo.

may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants

has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price

of $0.01 per Warrant, provided that the last reported sales price of Common Stock equals or exceeds $18.00 per share (as adjusted

for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date

on which we send the notice of redemption to the Warrant holders.

If and when the Warrants become redeemable by DocGo, DocGo may

not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the Warrants is not exempt from registration

or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification.

use its best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those

states in which the Warrants were offered.

Redemption of the outstanding Warrants could force you (i) to exercise your Warrants

and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants

at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal

redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than

the market value of your Warrants.

None of the Private Warrants will be redeemable by DocGo so long as they are held by the Sponsor,

or its permitted transferees.

Warrants are exercisable

for Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to

our stockholders.

currently has an aggregate of 6,366,638 Warrants outstanding, representing the right to purchase an equivalent amount shares of Common

The Warrants became exercisable on December 5, 2021.

The exercise price of the Warrants is $11.50 per share.

To the extent such

Warrants are exercised, additional shares of Common Stock will be issued, which would result in dilution to our stockholders and increase

the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market or the

fact that such Warrants may be exercised could adversely affect the market price of our Common Stock.

However, there is no guarantee that

the Warrants will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

Warrants may never be in the money, and they may expire worthless and the terms of the Warrants may be amended in a manner adverse

to a holder if holders of at least 50% of the then-outstanding Warrants approve of such amendment.

Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity

or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Warrants

to make any change that adversely affects the interests of the registered holders of the Warrants.

Accordingly, we may amend the

terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants

approve such amendment.

Although our ability to amend the terms of the Warrants with the consent of at least 50% of the then-outstanding Public

Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of

the Warrants, shorten the exercise period or decrease the number of Common Stock purchasable upon exercise of a Warrant.

market price and trading volume of Common Stock and Warrants may be volatile.

markets, including Nasdaq, have from time-to-time experienced significant price and volume fluctuations.

Even if an active, liquid and

orderly trading market develops and is sustained for Common Stock and Warrants, the market price of Common Stock and Warrants may be volatile

and could decline significantly, whether or not any price changes are related to matters specific to DocGo.

In addition, the trading volume

in Common Stock and Warrants may fluctuate and cause significant price variations to occur.

If the market price of Common Stock and Warrants

declines significantly, you may be unable to resell your shares of Common Stock and Warrants at or above the market price of Common Stock

and Warrants.

We cannot assure you that the market price of Common Stock and Warrants will not fluctuate widely or decline significantly

in the future in response to a number of factors, including, among others, the following:

realization of any of the risk factors presented in this prospectus;

or anticipated differences in DocGo’s estimates, or in the estimates of analysts, for DocGo’s revenues, results of operations,

level of indebtedness, liquidity or financial condition;

and departures of key personnel;

to comply with the requirements of the Nasdaq;

to comply with the Sarbanes-Oxley Act or other laws or regulations;

issuances, sales or resales, or anticipated issuances, sales or resales, of Common Stock;

● perceptions

of the investment opportunity associated with Common Stock relative to other investment alternatives;

performance and market valuations of other similar companies;

announcements concerning DocGo’s business or its competitors’ businesses;

disruptions in the financial markets, including sudden disruptions in the credit markets;

● speculation

in the press or investment community;

potential or perceived control, accounting or reporting problems;

in accounting principles, policies and guidelines;

economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national

elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

the past, securities class-action litigation has often been instituted against companies following periods of volatility

in the market price of their securities.

This type of litigation could result in substantial costs and divert DocGo’s management’s

attention and resources, which could have a material adverse effect on DocGo.

issuances of debt securities and equity securities may adversely affect DocGo, including the market price of Common Stock and

may be dilutive to existing stockholders.

is no assurance that DocGo will not incur debt or issue equity ranking senior to Common Stock.

Those securities will generally

have priority upon liquidation.

Such securities also may be governed by an indenture or other instrument containing covenants

restricting its operating flexibility.

Additionally, any convertible or exchangeable securities that DocGo issues in the future

may have rights, preferences and privileges more favorable than those of Common Stock.

Separately, additional financing may not

be available on favorable terms, or at all.

Because DocGo’s decision to issue debt or equity in the future will depend on

market conditions and other factors beyond DocGo’s control, it cannot predict or estimate the amount, timing, nature or

success of DocGo’s future capital raising efforts.

As a result, future capital raising efforts may reduce the market price

of Common Stock and be dilutive to existing stockholders.

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.

qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the

As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies

that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption

from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley

Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii)

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

As a result, our

stockholders may not have access to certain information they deem important.

We will remain an emerging growth company until the

earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of our Initial Public Offering, (b) in which

we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer,

which means the market value of the Common Stock and Warrants that are held by non-affiliates exceeds $700 million as

of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion

in non-convertible debt during the prior three-year period.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying

with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would

otherwise apply to private companies.

The JOBS Act provides that a company can elect to opt out of the extended transition period

and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and

it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements

with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

cannot predict if investors will find the Common Stock and Warrants of DocGo less attractive because we will rely on these exemptions.

If some investors find the Common Stock and Warrants less attractive as a result, there may be a less active trading market for

the Common Stock, and Warrants and more stock price volatility.

forum for any complaint asserting any internal corporate claims, to the fullest extent permitted by law, and subject to applicable jurisdictional

requirements, is the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction,

another state court or a federal court located within the State of Delaware) and (b) the sole and exclusive forum for any complaint

asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts

provided however, these provisions of the certificate of incorporation will not apply to suits brought to enforce a duty

or liability created by the Exchange Act (as explained below).

As a result, (1) derivative

action or proceeding brought on behalf of DocGo, (2) action asserting a claim of breach of a fiduciary duty owed by any director,

officer, stockholder or employee to DocGo or its stockholders, (3) action asserting a claim arising pursuant to any provision of

the DGCL or the certificate of incorporation or the Bylaws, or (4) action asserting a claim governed by the internal affairs doctrine

shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware (or, if the Court

of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware).

Any person or entity purchasing or otherwise acquiring any interest in shares of DocGo’s capital stock shall be deemed to have notice

of and to have consented to the provisions of the certificate of incorporation described above.

This choice of forum provision may limit

a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with DocGo or its directors, officers

or other employees, which may discourage such lawsuits against DocGo and its directors, officers and employees.

Alternatively, if a court

were to find these provisions of the certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the

specified types of actions or proceedings, DocGo may incur additional costs associated with resolving such matters in other jurisdictions,

which could adversely affect DocGo’s business and financial condition.

The certificate of incorporation

provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law, subject to certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability

created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive forum provision does not apply to

suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive

jurisdiction.

The market price and trading volume

of Common Stock may be volatile.

Stock markets, including Nasdaq,

have from time-to-time experienced significant price and volume fluctuations.

The market price of DocGo’s Common Stock, has been

and may continue to be volatile and could decline significantly, whether such price changes are related to matters specific to DocGo,

or due to general market conditions.

In addition, the trading volume in Common Stock may fluctuate and cause significant price variations

If the market price of the Common Stock declines significantly, you may be unable to resell your shares of Common Stock at or

above the market price of Common Stock.

DocGo cannot assure you that the market price of Common Stock will not fluctuate widely or decline

significantly in the future in response to a number of factors, including, among others, the following:

● the realization of any of the risk factors presented

in this Annual Report;

● actual or anticipated differences in DocGo’s

estimates, or in the estimates of analysts, for DocGo’s revenues, results of operations, level of indebtedness, liquidity or financial

● additions and departures of key personnel;

● failure to comply with the requirements of the

● failure to comply with the Sarbanes-Oxley Act

or other laws or regulations;

● future issuances, sales or resales, or anticipated

issuances, sales or resales, of Common Stock;

● DocGo’s inability to execute its stock

repurchase program as planned, including failure to meet internal or external expectations around the timing or price of stock repurchases,

and any reductions or discontinuances of repurchases thereunder;

● perceptions of the investment opportunity associated

with Common Stock relative to other investment alternatives;

● the performance and market valuations of other

similar companies;

● future announcements concerning DocGo’s

business or its competitors’ businesses;

● broad disruptions in the financial markets, including

sudden disruptions in the credit markets;

● speculation in the press or investment community;

● actual, potential or perceived control, accounting

or reporting problems;

● changes in accounting principles, policies and

● general macroeconomic and geopolitical conditions,

such as the effects of the COVID-19 or other pandemic outbreaks, recessionary fears, rising interest rates, and inflationary environment

local and national elections, fuel prices, international currency fluctuations, corruption, political instability, including the conflict

in Ukraine and rising tensions in the Taiwan Strait and acts of war or terrorism.

In the past, securities class-action litigation

has often been instituted against companies following periods of volatility in the market price of their securities.

This type of litigation

could result in substantial costs and divert DocGo’s management’s attention and resources, which could have a material adverse

effect on DocGo.

Future issuances of debt securities and

equity securities may adversely affect DocGo, including the market price of Common Stock and may be dilutive to existing stockholders.

There is no assurance

that DocGo will not incur debt or issue equity ranking senior to Common Stock.

Those securities will generally have priority upon liquidation.

Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility.

Additionally, any convertible or exchangeable securities that DocGo issues in the future may have rights, preferences and privileges

more favorable than those of Common Stock.

Separately, additional financing may not be available on favorable terms, or at all.

DocGo’s decision to issue debt or equity in the future will depend on market conditions and other factors, it cannot predict or

estimate the amount, timing, nature or success of DocGo’s future capital raising efforts.

As a result, future capital raising efforts

may reduce the market price of Common Stock and be dilutive to existing stockholders.

The JOBS Act permits “emerging growth

companies” like DocGo to take advantage of certain exemptions from various reporting requirements applicable to other public companies

that are not emerging growth companies.

DocGo qualifies as an “emerging

growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

As such, DocGo can take advantage

of certain exemptions from various reporting requirements for as long as it continues to be an emerging growth company, including (i)

the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of

the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements

and (iii) reduced disclosure obligations regarding executive compensation in DocGo’s periodic reports and proxy statements.

result, DocGo’s stockholders may not have access to certain information they deem important.

DocGo will remain an emerging growth

company until the earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of its Initial Public Offering,

(b) in which DocGo has a total annual gross revenue of at least $1.07 billion or (c) in which DocGo is deemed to be a large accelerated

filer, which means the market value of the Common Stock held by non-affiliates exceeds $700 million as of the last business

day of its second fiscal quarter, and (ii) the date on which DocGo has issued more than $1.0 billion in non-convertible debt

during the prior three-year period.

In addition, Section 107 of

the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting

standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company.

An emerging growth company

can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies, but any such election to opt out is irrevocable.

DocGo has elected to avail itself of such extended

transition period, which means that when a standard is issued or revised and it has different application dates for public or private

companies, DocGo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or

revised standard.

This may make comparison of DocGo’s financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

DocGo cannot predict if investors

will find its Common Stock less attractive because it relies on these exemptions.

If some investors find the Common Stock less attractive

as a result, there may be a less active trading market for the Common Stock and more stock price volatility.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors