9,000,000 Units Edoc Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
The undersigned, Edoc Acquisition Corporation, a business company incorporated in the Cayman Islands (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 9, 2020, by and among Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
RIGHTS AGREEMENTRights Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of November 9, 2020 between Edoc Acquisition Corp., a Cayman Islands exempted company, with offices at 7612 Main Street Fishers, Suite 200, Victor, NY 14564 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this November 9, 2020, by and between Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 7612 Main Street Fishers, Suite 200, Victor, NY 14564, and American Physicians LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 9, 2020, by and between Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Bob Ai (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 16th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November 9, 2020 between Edoc Acquisition Corp., a Cayman Islands exempted company, with offices at 7612 Main Street Fishers, Suite 200, Victor, NY 14564 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Edoc Acquisition Corp. • November 16th, 2020 • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY EDOC ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
EDOC ACQUISITION CORP.Edoc Acquisition Corp. • November 16th, 2020 • Blank checks • New York
This letter agreement by and between Edoc Acquisition Corp. (the “Company”), on the one hand, and American Physicians LLC (“American Physicians”) on the other hand, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
