Edoc Acquisition Corp. Suite 200 Victor, NY 14564Edoc Acquisition Corp. • October 19th, 2020 • Blank checks • New York
Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer American Physicians LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, up
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ________, 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 • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 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 • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2020 by and between Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of ________, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
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. • October 19th, 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. Suite 200 Victor, NY 14564 Attn: Kevin Chen, Chief Executive Officer I-Bankers Securities IncUnderwriting Agreement • October 19th, 2020 • Edoc Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Edoc Acquisition Corp., a Cayman Islands exempted company (the “Company”), and I-Bankers Securities Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share, $0.0001 par value per share, of the Company (the “Class A Ordinary Shares”) and one redeemable warrant (the “Warrant”) to purchase one-half of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
EDOC ACQUISITION CORP.Edoc Acquisition Corp. • October 19th, 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”):
