REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2022, is by and among Edoc Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 2, 2022 by and among (i) Edoc Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) EDOC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub” and, collectively with Purchaser, the “Purchaser Parties”), (iii) American Physicians LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Allan Camaisa, in the capacity as the representative from and after the Effective Time for the Company Stockholder
FORM OF VOTING AGREEMENTVoting Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of February 2, 2022 by and among (i) Edoc Acquisition Corp., a Cayman Islands exempted company (together with its successors, including its successor after the Conversion (as such term is defined in the Merger Agreement, as defined below), the “Purchaser”), (ii) Calidi Biotherapeutics, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 2, 2022, is by and among Edoc Acquisition Corp., a company organized under the laws of the Cayman Islands with headquarters located at 7612 Main Street Fishers, Suite 200, Victor, New York (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2022 by and among (i) Edoc Acquisition Corp., a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Calidi Biotherapeutics, Inc.” (including any successor entity thereto, including its successor after the Conversion (as such term is defined in the Merger Agreement), the “Purchaser”), (ii) American Physicians LLC, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
