Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
 


 


PROMISSORY NOTE


 


	 	Dated as of November 10, 2021
	 	 
	Principal Amount: $900,000	New York, New York


  


 Edoc
Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of American Physicians
LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Nine Hundred
Thousand Dollars ($900,000), together with interest on the unpaid principal amount of this Note, in lawful money of the United States
of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer
of immediately available funds, without setoff or counterclaim, to such account as the Payee may from time to time designate by written
notice in accordance with the provisions of this Note.


 


1. Maturity. The
principal balance of this Note and any unpaid accrued interest shall be due and payable by the Maker upon the closing of a Repayment/Conversion
Trigger Event, as such term is defined below (the “Maturity Date”) The principal and accrued interest balance may be
prepaid at any time prior to the Maturity Date without penalty upon written notice by the Maker to the Payee.


 


		(a)	Each of the following shall constitute a “Repayment/Conversion Trigger Event”:



 


		(i)	the closing of a merger, consolidation or other business combination pursuant to which the Maker acquires
an entity for its initial business combination (a “DeSPAC Transaction”);or



 


		(ii)	subject to the terms below, the liquidation of the Maker on or before May 12, 2022, or such later liquidation
date as may be approved by Maker’s shareholders (a “Liquidation”), that occurs while the Note is outstanding
or any time thereafter prior to the repayment of the Note.



 


Maker shall provide Payee
at least 10 days’ prior notice of any Repayment/Conversion Trigger Event and to the extent applicable a copy of the material terms
of the DeSPAC Transaction. Except as provided in Section 16 below, under no circumstances shall any individual, including but not limited
to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker
hereunder.


 


(b) Form
of Repayment. In the event of a Liquidation, all amounts due under this Note shall be repaid in cash. In the event of a DeSPAC Transaction,
the Note may be repaid, at the Payee’s discretion, (i) in cash or (ii) in Conversion Units (as defined below), pursuant to Section
16 herein. Absent reasonable prior written notice by Payee to convert into Conversion Units pursuant to Section 16 herein, the Note shall
become due and payable in cash at closing of such DeSPAC Transaction.


 


(c)
[Reserved.]


 


2.  Interest. Simple
interest shall accrue on the unpaid principal balance of this Note at the rate of 4% per annum based on 365 days in a year.


 


3.  Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then to the
payment in full of any interest then unpaid and accrued, and finally to the reduction of the unpaid principal balance of this Note.


 






     


     


    

 


4. Use
of Proceeds. On the date of this Note, the Payee shall remit the full principal amount to the Maker in accordance with the wiring
instructions attached here to as Exhibit A. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal
amount will be used by the Maker solely for purposes of making a payment pursuant to the Investment Management Trust Agreement dated November
9, 2020 by and between Maker and Continental Stock Transfer & Trust Company, a New York limited liability trust company, for an Extension
(as defined therein).


 


5.  Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


 (a)  Failure
to Make Required Payments. Failure by Maker to pay any principal or interest amount due (including by way of the issuance of Conversion
Units in accordance with the terms of this Note) pursuant to this Note within five (5) business days of the Maturity Date.


 


(b)  Breach
of Use of Proceeds. Failure by Maker to comply with the provisions of Section 4 of this Note. 


 


(c) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


  


(d)   Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


6.  Remedies.


 


(a)   Upon
the occurrence of an Event of Default specified in Section 5(a) or Section 5(b) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)   Upon
the occurrence of an Event of Default specified in Sections 5(c) and 5(d), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


7. Enforcement
Costs. In case any principal of or interest on this Note is not paid when due, including by way of the issuance of Conversion Units
in accordance with the terms of this Note, Maker shall be liable for all costs of enforcement and collection of this Note incurred by
the Payee and any other Holders, including but not limited to reasonable attorneys’ fees and expenses.  


 


8.  Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee.


 






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9.  Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder. Any failure of the Payee to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any other right at any time and from time to time thereafter.
The Payee may accept late payments, or partial payments, even though marked “payment in full” or containing words of similar
import or other conditions, without waiving any of its rights.


 


10.  Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail. As of the date of this Note, the following addresses are designated for notices: Maker, 7612 Main Street
Fishers, Suite 200, Victor, NY 14564, Attn: Kevin Chen, email: kevin.chen@edocmed.net; Payee, 7612 Main Street Fishers, Suite 200, Victor,
NY 14564, Attn: Becky Zhang, email: beckyxpzhang@yahoo.com.


  


11.  Construction;
Governing Law; Venue; Waiver Of Jury Trial; Etc.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. THE MAKER WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE
MAKER AT ITS ADDRESS SET FORTH IN SECTION 10 OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE PAYEE’S OR SUCH OTHER HOLDER’S RECORDS
AS THE ADDRESS OF THE MAKER. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER WAIVE
TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION,
(II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.


 


12.  Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.  Trust
Waiver.  Notwithstanding anything herein to the contrary, but subject to the following sentence of this Section 13, the
Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of
or from the trust account (the “Trust Account”) established in which the proceeds of the initial public offering (“the
“IPO”) conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds
of the sale of the units issued in a private placement that occurred prior to the closing of the IPO were deposited, as described in greater
detail in Maker’s Registration Statement on Form S-1 (333-248819) filed with the Securities and Exchange Commission in connection
with the IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. Notwithstanding the foregoing, the Payee does not waive any Claims
and does not waive its rights to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for distributions
of remaining funds released to the Maker from the Trust Account following redemptions or other distributions to SPAC’s public shareholders.


 






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14.  Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


15.  Assignment.  This
Note binds and is for the benefit of the successors and permitted assigns of the Maker and the Payee. No assignment or transfer of this
Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, that upon the announcement
of a DeSPAC Transaction or occurrence and during the continuation of an Event of Default, Payee shall have the right to assign this Note
in its discretion without the consent of Maker.


 


16. Conversion.



 


(a) Notwithstanding
anything contained in this Note to the contrary, upon receiving due notification by Maker of a DeSPAC Transaction, Payee may elect to
convert all or any portion of the unpaid principal balance and accrued interest under this Note into that number of units, each unit consisting
of one ordinary share of the Maker, one right exchangeable into one-tenth of one ordinary share and one warrant exercisable for one-half
of one ordinary share of the Maker at $11.50 per share (the “Conversion Units”), equal to: (x) the portion
of the principal amount of and accrued interest under this Note being converted pursuant to this Section 16, divided by (y) $10.00, rounded
up to the nearest whole number of units. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private
placement upon consummation of the Maker’s initial public offering. The Conversion Units and their underlying securities, and any
other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection
with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights
set forth in Section 17 hereof.


 


(b) Upon any complete or partial
conversion of the principal amount of and interest under this Note, (i) such principal amount and interest shall be so converted and such
converted portion of this Note and any applicable interest shall become fully paid and satisfied, (ii) Payee shall surrender and deliver
this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker
shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion
and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at
the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the “Holders”)
the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between
Maker and Payee and applicable state and federal securities laws.


 


(c) The Holders shall pay
any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of
this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer
requested by the Holders in connection with any such conversion.


 


17. Registration Rights.  



 


(a)  Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of November 9, 2020 (the “Registration
Rights Agreement”). All capitalized terms used in this Section 17 shall have the same meanings ascribed to them in the Registration
Rights Agreement.


 


(b)  The
Holders of the Conversion Units and their underlying securities shall be entitled to one Demand Registration, which shall be subject to
the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c)  The
Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event
that an underwriter advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration,
the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)  Except
as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the
Registration Rights Agreement.


  


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written. 


 


	 	Edoc Acquisition Corp.
	 	 	 
	 	By:	 s/ Kevin Chen
	 	 	Name: Kevin Chen
	 	 	Title: Chief Executive Officer


 




     


     


    

 


EXHIBIT A


 


Wiring Instructions